Exhibit
10.6


 


AMENDMENT
to CONSULTING AGREEMENT


 


THIS
AGREEMENT with effect as of and from the 1st day of April, 2021 (the” Effective Date”).


 


BETWEEN:


 


RAINMAKER
WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as” RAIN”)


 


-
and -


 


2752128
ONTARIO LTD., a corporation incorporated pursuant to the laws of the Province of Ontario (hereinafter referred to as the “Consultant”)


 


PREAMBLE


 


WHEREAS
RAIN is extending the term of the original contract for the services of Consultant as per the Consulting Agreement dated March 1,
2020.


 


AND
WHEREAS RAIN and the Consultant have agreed to the following modified conditions;


 




    	 



    	 



    

 


1.01
Definitions: Whenever used in this Agreement and in any Schedule hereto, the following terms shall have the following meanings:


 


	 	(a)	“Agreement”
    means the Consulting Agreement dated March 1, 2020 (“Original Agreement”) and all Schedules attached thereto;
	 	 	 
	 	(b)	“Board”
    shall mean the board of directors of RAIN as constituted from time to time;
	 	 	 
	 	(c)	“Representatives”
    means Kelly White (“White”);


 


2.01
Modification to Agreement:


 


	 	a)	This
    agreement redefines the term of the original contract (2.01) to three (3) years from the Effective Date.
	 	 	 
	 	b)	The
    compensation is increased from the original (4.01(a)(i)) US$10,000 per month to US$12,500. For any consulting amounts unpaid on the
    due date (1st of the month) the Consultant will accrue interest at 10% per annum and have the right to exchange unpaid amounts for
    shares at 80% of the thirty (30) day trading average.
	 	 	 
	 	c)	The
    job description with increased responsibilities is as reflected in Attachment - 1.
	 	 	 
	 	d)	In
    the absence of Company contributions to retirement plans or life insurance, the following clause is hereby added by virtue of this
    amendment to grant benefits to the Consultant in the event of disability or death. If Consultant’s Representative White dies
    or suffers a Disability during the Term, then the Consultant’s engagement shall be deemed to have terminated as of the date
    of such death or Disability. In the event the Consultant’s engagement with RAIN terminates during the Term by reason of Representative
    White’s death or Disability, then upon the date of such termination (i) any forfeiture provision of any Stock Option shall
    be of no further force or effect and the Consultant shall be fully vested in all Stock Options held by the Consultant and such options
    shall be exercisable but shall terminate if unexercised within three (3) months of the Effective Date of Termination; (ii) RAIN shall
    promptly pay and provide the Consultant: (A) any unpaid fees through the date of termination; (8) any earned but unpaid bonuses to
    the date of termination, (C) reimbursement for any unreimbursed expenses incurred through the date of termination and (D) all other
    payments or benefits to which the Consultant may be entitled subject to and in accordance with, the terms of any applicable compensation
    arrangement or benefit plan or program or grant and amounts which may become due in accordance with the provisions of this Agreement
    (collectively, “Accrued Benefits “) and (iii) RAIN shall self-insure the Consultant on the life of White and pay
    the Consultant a benefit equal to one (1) times the Annual Consultancy Fee. Upon receipt by the Consultant of all of the foregoing
    payments from RAIN, RAIN shall be deemed to have been released by the Consultant and Representatives and their assigns of and from
    any and all claims, actions, causes of action, demands, rights, damages, costs, interest, debts, expenses and compensation for or
    by reason of or in any way arising out of any and all claims for moneys advanced, dividends, bonuses, expenses, participation in
    profit or earnings or other remuneration whether authorized or provided by by-law, resolution, contract or otherwise.
	 	 	 
	 	e)	Stock
    options as defined in Original Agreement section 4.02, are hereby replaced, at a minimum, by 4,100,000 stock options at an exercise
    price of $0.10 effective the date of this amendment. The options shall vest at 125,000 per month until fully vested. These options
    are in recognition of completing the restructuring of the company with RHBV and preparing the Company for up-listing by finalizing
    3 years of audited financial statements. Any of the Stock Options vesting within 12 months from the Effective Date of Termination
    of any termination by RAIN in accordance with paragraph 6.03 shall be deemed to be fully vested on the date of such termination.
    In the event a third party acquires majority control of the Company all options fully vest.


 


The
term of the Stock Options shall be five (5) years and shall terminate upon the earlier of


 


	 	(i)	30
    days following their expiry;
	 	(ii)	ten
    (10) Business Days following the Effective Date of Termination of a termination of this Agreement under either paragraph 6.01 or
    6.02 hereof; or
	 	(iii)	three
    (3) months following the Effective Date of Termination of a termination of this Agreement under paragraph 6.03 hereof.


 




    	 



    	 



    

 


3.01
Notices: All notices and other communications required or permitted to be given under this Agreement shall be made by e-mail,
hand-delivery, first-class prepaid registered mail (with acknowledgment of receipt card), facsimile or overnight air courier guaranteeing
next day delivery as follows:


 


	 	(a)	if
    to RAIN:
	 	 	271
    Brock Street
	 	 	Peterborough,
    Ontario
	 	 	Email:
    moconnor@rainmakerww.com
	 	 	 
	 	(b)	if
    to the Consultant:


 


All
such notices and communications shall be deemed to have been received: if emailed or personally delivered, at the time of digital transmission
or delivered by hand; if mailed, three (3) Business Days after being deposited in the mail; if faxed, upon the later of 9:00 a.m. (local
time) on the first Business Day following acknowledgment of receipt or eight hours after transmission ; and, if sent by overnight air
courier guaranteeing next day delivery, on the next Business Day after timely delivery to the courier. The parties may change the addresses
to which notices are to be given by giving three (3) Business Days’ prior notice of such change in accordance herewith.


 


3.02
Enurement: Subject to Section 3.01 hereof, this Agreement shall be binding upon the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and permitted assigns.


 


3.03
Amendment: Subject to any provision of this Agreement to the contrary, any amendment or modification of any provision of this
Agreement shall not be effective unless it is in writing and signed by each of the parties hereto.


 


3.04
Waiver: It is understood and agreed that any party hereto may waive any provision of this Agreement intended for such party’s
sole benefit; provided, however, that (i) such waiver is in writing; and (ii) any such waiver of a default by another party, or the excusing
of the performance of any condition by another party, shall not constitute a continuing waiver of any other or subsequent default, but
shall extend to include only the particular breach or default so waived.


 


3.05
Further Assurances: Each of the parties hereto covenants and agrees to do or cause to be done all things and to execute and
deliver or cause to be executed and delivered all documents as may be necessary or required to fully effectually to carry out the intent
and purpose of this Agreement.


 


3.06
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and
the federal laws of Canada applicable therein.


 


3.07
Severability: In the event that any provision of this Agreement is determined to be void, voidable or unenforceable, in whole
or in part, such determination shall not affect or impair or be deemed to affect or impair the validity or enforceability of any other
provision of this Agreement.


 


3.08
Counterparts: This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all such counterparts together shall constitute one and the same instrument and shall be effective as of the date hereof. This Agreement
may also be executed by one or both of the parties by facsimile transmitted signature and all parties agree that the reproduction of
such signatures shall be treated as though such reproductions were executed originals thereof.


 


3.09
Reference to Agreement: The terms “this Agreement,” “hereof,” “herein,” “hereunder”
and similar expressions refer to this Agreement and not any particular article, section, subsection, clause, subclause, paragraph or
subparagraph hereof.


 




    	 



    	 



    

 


3.10
Extended Meanings: Words importing the singular include the plural and vice versa; and words importing gender include all
genders, including the neuter gender, and references to persons shall include all entities and one or more persons, their heirs, executors,
administrators or assigns, as the case may be.


 


3.11
Recitals: The recitals to this Agreement shall form an integral part hereof.


 


3.12
Arbitration: Whenever and wherever a dispute shall occur among the parties hereto relating to the interpretation or implementation
of any of the provisions of this Agreement or where the provisions of this Agreement are subject to this arbitration provision, such
matters shall be determined by arbitration in accordance with the provisions of The Arbitration Act (Ontario).


 


3.13
Independent Legal Advice: The Consultant acknowledges that it has obtained (or, as a freely taken decision, chosen not to
obtain) independent legal advice concerning the interpretation and effect of this Agreement. The Consultant further acknowledges and
agrees that it has read the Agreement and understands completely the nature of each and every covenant, warranty, representation, promise,
obligation and understanding contained in this Agreement.


 


3.14
Entire Agreement: As of the date hereof, any and all previous agreements, written or oral between the parties hereto or on
their behalf relating to the appointment of the Consultant by RAIN are null and void. The parties hereto agree that they have expressed
herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied
covenant, condition, term or reservation or prior representation or warranty shall be read into this Agreement relating to or concerning
the subject matter hereof or any matter or operation provided for herein.


 


3.15
Time: Time shall be of the essence of this Agreement. In the event that any day on or before which any action is required
to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next
succeeding day that is a Business Day.


 


3.18
Electronic Means: Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the Effective Date
of this Agreement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the 1st day of April, 2021.


 


Signature
Page to Follow


 






    	 



    	 



    

 


	 	RAINMAKER
    WORLDWIDE INC.
	 	 	 
	 	Per:	 
	 	Name:	Michael
    O’Connor
	 	Title:	CEO
	 	 	 
	 	2752128
    ONTARIO LTD.
	 	 	 
	 	Per:	 
	 	Name:	Kelly
    White
	 	Title:	President


 




    	 



    	 



    

 


Attachment
- 1


SERVICES
OF CONSULTANT


(AS
REVISED)


 


The
services of the Consultant are hereby changed as of the Effective Date provided for in this amendment. It represents an increase in responsibilities
and services to be provided given the reduction of internal support and requirements related to audited financials and up-listing to
a reporting exchange.


 


The
Consultant shall have the responsibility and specific duties described below. References to RAIN shall be deemed to include RAIN
and each Company Group Member as appropriate. This amendment reflects that RAIN post restructuring does not bear any responsibilities
or obligations with respect to Rainmaker Holland B.V. Our only location is Peterborough, the headquarters of Rainmaker Worldwide Inc.
(Ontario and Nevada)


 


Vice
President Finance


 


Responsibility


 


The
consultant fulfils the role of the Vice President Finance as described below.


 


Position
Summary


 


The
Vice President Finance (“VPF”) is a direct report to the CEO, leader of all finance activities and accounting functions for
the Company and a key member of the executive leadership team. The VPF is responsible for the company’s finance functions and the
interface with external stakeholders and company management. The Company recently completed the filing of audited statements for 2018-2020.
With an up-listing to a reporting exchange and becoming an SEC filing company, the responsibilities associated with this position have
increased dramatically. Most importantly is the interface with the Company’s auditor M&K CPAS, LLC.


 


The
VPF also plays a broad strategic and advisory role on the executive leadership team including providing input and analysis to support
the rationale for business development decisions. The VPF supports strategic business development activities by participating in strategy
development, potential partner negotiations, and execution planning as a member of the management team focused on financial implications
of opportunities. The VPF will support the continued growth of the company and is responsible as a member of the leadership team to role
model the company’s values as well as fostering the development of people in the company. The VPF supports all aspects of business
and financial planning and analysis, financial reporting, control, treasury and tax.


 


The
key priorities of the position are as follows:


 


	 	●	Collaborate
    with the CEO and other key members of the management team to support the evolution of the Company’s overall strategic direction
    and annual operating plans.
	 	●	Support
    timely reporting of audited filings necessary to ensure good standing as a public company.
	 	●	Bring
    considerable entrepreneurial spirit and drive to play a supporting role in building and developing the positioning of the company
    with equity investors and other financial partners.
	 	●	Lead
    the finance organization and all of the financial systems and processes, including providing insights into the financial implications
    of various business decision.
	 	●	Collaborate
    with all members of the business development team in the evaluation and negotiation of business development opportunities and major
    partnerships. This will include the financial analysis and business planning but also defining the appropriate financial structures
    to deploy RAIN technology globally.
	 	●	Build
    and cultivate strong and enduring relationships with colleagues and key stakeholders.


 






    	 



    	 



    

 


EXHIBIT
A- Consulting Agreement


 




    	 



    	 



    

 


CONSULTING
AGREEMENT


 


THIS
AGREEMENT is executed after but with effect as of and from the 1st day of March, 2020 (the “Effective Date”).


 


BETWEEN:


 


	 	RAINMAKER
    WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as “RAIN”)
	 	 
	 	-
    and -
	 	 
	 	2752128
    Ontario Ltd. a corporation incorporated pursuant to the laws of the Province of Ontario (hereinafter referred to as the “Consultant”)


 


WHEREAS
RAIN desires to retain the Consultant to provide RAIN with certain services as in regard to RAIN’s management and operations;


 


AND
WHEREAS the Consultant has agreed to provide such services to RAIN on the terms and conditions of this Agreement.


 


NOW
THEREFOR THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements hereinafter contained, RAIN and the
Consultant hereby covenant and agree as follows:


 


ARTICLE
1


INTERPRETATION
AND SCHEDULES


 


1.01
Definitions: Whenever used in this Agreement and in any Schedule hereto, the following terms shall have the following meanings:


 


	 	(a)	“Accrued
    Benefits” has the meaning given thereto in sub-paragraph 6.02;
	 	 	 
	 	(b)
    	“Agreement”
    means this Consulting Agreement and all Schedules attached hereto;
	 	 	 
	 	(c)
    	“Board”
    shall mean the board of directors of RAIN as constituted from time to time;
	 	 	 
	 	(d)
    	“Business”
    means the business carried on by RAIN and the Subsidiaries from time to time of developing, manufacturing, selling, operating,
    and maintaining the “Rainmaker” systems for generating thermal power using a proprietary wind driven heat pump system
    and using such power, or power from a photo-voltaic plant, or grid electricity or diesel generator, or any combination of the foregoing,
    to produce water through two water production systems; the first being an atmospheric water generation process involving cooling
    and condensing the moisture in air and the second involving the distillation of an existing saline or brackish water source using
    a membrane distillation system;
	 	 	 
	 	(e)	“Business
    Day” means a day other than a Saturday, Sunday or a day on which the principal commercial banks in the City of Toronto,
    Province of Ontario are not open for business during their normal business hours;
	 	 	 
	 	(f)
    	“Bonus”
    means the contingent payments, if any, payable to the Consultant pursuant to Subsection 4.01(a)(ii) hereof;
	 	 	 
	 	(g)
    	“Company
    Group” means RAIN and the Subsidiaries, collectively, and
	 	 	“Company
    Group Member” means any one of them;
	 	 	 
	 	(h)
    	“Compensation
    Committee” means the committee of the Board, as constituted from time to time, which has responsibility delegated by the
    Board for the management of issues relating to the compensation of management of RAIN and the members of the Board and such other
    duties and responsibilities as may be delegated by the Board from time to time;
	 	 	 
	 	(i)
    	“Confidential
    Information” includes, without limitation, the following confidential information, whether in existence on the Effective
    Date or arising prior or subsequent thereto:


 




    	1



    	 



    

 


	 	(i)	such
    information as a director, officer, shareholder or employee of RAIN or a Company Group Member may from time to time reasonably designate
    in writing to the Consultant during the Term as being included in the expression “Confidential Information”;
	 	 	 
	 	(ii)
    	all
    proprietary information, financial information, pricing information, profit information, cost information, client information, disclosures,
    discussions, drawings, designs, strategies, plans, proposals, economic policies and any confidential technique, process formula,
    development, experimental work, idea, trade secret, know-how or other confidential matter related to RAIN or a Company Group Member
    or any of their activities, processes and operations, whether developed by any one of them or by the Consultant;
	 	 	 
	 	(iii)
    	any
    information related to any person, firm, association, syndicate, company, corporation or other entity which is employed or otherwise
    engaged by RAIN or a Company Group Member; and
	 	 	 
	 	(iv)
    	all
    computer programs existing or under development and all information and data related thereto;


 


but
shall not include information which is in the lawful possession of the Consultant at the time of receipt, or is in the public domain
at the date of disclosure to the Consultant or which thereafter enters the public domain other than as a result of disclosure by the
Consultant (but only after it enters the public domain);


 


	 	(j)	“Disability”
    means in respect of the Consultant;


 


	 	(i)	“Disability”,
    “Total Disability” or “Long-Term Disability” as defined in a group disability insurance policy of RAIN which
    is in force and under which the Consultant is insured; or


 


	 	(ii)	if
    no such group policy is in force, the inability of the Representative, whether by reason of injury, sickness or any other reason
    other than death, to carry out the Services under the terms of this Agreement subject to reasonable accommodations for a period of
    twelve (12) consecutive months or for an aggregate of 365 days within any period of twenty four (24) consecutive months;


 


	 	(k)	“Effective
    Date” means March 1, 2020;
	 	 	 
	 	(l)	“Effective
    Date of Termination” means the date on which the consulting relationship between RAIN and the Consultant ceases for any
    reason whatsoever, whether voluntary or involuntary;
	 	 	 
	 	(m)	“Representatives”
    means Kelly White who shall hold the title of Vice President Finance, as the circumstances require;
	 	 	 
	 	(n)	“Services”
    means, collectively, the duties described in Schedule 1.01 as set out therein;
	 	 	 
	 	(o)	“Subsidiaries”
    means Rainmaker Worldwide Inc. (Ontario), Rainmaker Holland B.V., and Rainmaker GCC FZC, and each and every body corporate acquired
    in whole or in part or formed by RAIN on or following the date of this Agreement; and
	 	 	 
	 	(p)	“Term”
    means the term of this Agreement as described in Section 2.01 hereof.


 


1.02
Schedules: The Schedules set out below are an integral part of this Agreement.


 


Schedule
1.01 - Consultants’ Services


 


1.03
Currency: Except as may be otherwise indicated herein, all references to currency herein are United States currency.


 




    	2



    	 



    

 


ARTICLE
2


TERM
AND RENEWAL


 


2.01
Term: Subject to the provisions of Article 6 of this Agreement, the term of this Agreement (the “Term”)
shall be eighteen (18) months.


 


2.02
Services: RAIN shall engage the Consultant as a third party contractor to perform the Services to and for the benefit of RAIN
and each Company Group Member as the circumstances reasonably require and the Consultant hereby agrees to accept such engagement on the
terms and conditions more particularly hereinafter set forth.


 


2.03
Representatives of Consultant: The Consultant shall cause Representatives to be its designated representatives who shall,
on behalf of the Consultant, provide the Services to RAIN. In addition, the Consultant shall cause Representatives to consent to holding
the title of Vice President Finance of RAIN and each Company Group Member as reasonably necessary and appropriate during the Term of
this Agreement.


 


ARTICLE
3


SERVICES


 


3.01
Time and Premises: During the Term, the Consultant shall:


 


	 	(a)	devote
    sufficient time, attention, and ability to the business of RAIN, and to any associated company, as is reasonably necessary for the
    proper performance of the Services pursuant to this Agreement which, for greater certainty, is expected to be 37.5 hours per week;
	 	 	 
	 	(b)
    	at
    all times perform the Services faithfully, diligently, to the best of its abilities and in the best interests of RAIN;
	 	 	 
	 	(c)
    	devote
    such of its time, labour and attention to the business of RAIN as is necessary for the proper performance of the Services hereunder;
	 	 	 
	 	(d)
    	refrain
    from acting in any manner contrary to the best interests of RAIN or contrary to the duties of the Consultant as contemplated herein;
    and
	 	 	 
	 	(e)
    	cause
    its Representatives to attend at the offices of RAIN’s subsidiary in Peterborough, Ontario and its subsidiary Rainmaker Holland
    B.V. in Rotterdam, Holland, and from time to time as reasonably necessary and at the expense of RAIN at such other place or places
    as otherwise arranged by agreement between RAIN and the Consultant.


 


3.02
Independent Contractor Relationship:


 


	 	(a)	It
    is expressly agreed that the Consultant is acting as an independent contractor in performing the Services under this Agreement and
    that the Consultant is not an employee of RAIN or any Company Group Member.
	 	 	 
	 	(b)
    	Subject
    to compliance with paragraph 3.01(a) above, the Consultant and its Representatives are not precluded from acting in any other capacity
    for any other person, firm or company provided that such other work does not, in the reasonable opinion of the Board, conflict with
    the Consultant’s duties to RAIN.


 


3.03
Representations and Covenants of Consultant: The Consultant represents, warrants and covenants that:


 


	 	(a)
    	It
    has the right to perform the Services without violation of its obligations to others.
	 	 	 
	 	(b)
    	 It
    is not bound by any agreement or obligation to any other party that will conflict with its obligations as a consultant of RAIN.
	 	 	 
	 	(c)
    	All
    advice, information, and documents provided by the Consultant to RAIN in the course of providing the Services may be used fully and
    freely by RAIN.
	 	 	 
	 	(d)
    	The
    compensation described in paragraphs 4.01 and 4.02 hereof will be the whole of the Consultant’s compensation for providing
    the Services. For clarity, unless required by law, RAIN will not pay any contribution to any pension plan, employment insurance or
    federal and provincial withholding taxes.


 




    	3



    	 



    

 


	 	(e)
    	The
    Consultant is solely responsible for the Consultant’s registration and payment of assessments for coverage with worker safety
    or similar requirements under the laws of Canada, while it is providing the Services. If requested by RAIN and applicable to the
    Consultant, the Consultant will provide proof of legally required coverage.
	 	 	 
	 	(f)
    	The
    Consultant agrees to indemnify RAIN from all losses, claims, actions, damages, charges, taxes, penalties, assessments or demands
    (including reasonable legal fees and expenses) which may be made by Canadian taxation authorities, employment insurance, pension
    plan, or workers compensation board, or related plans or organizations, or similar bodies or plans under the laws of Canada, requiring
    RAIN to pay an amount under the applicable statutes and regulations in relation to any Services provided to RAIN pursuant to this
    Agreement. This paragraph shall survive termination of this Agreement.
	 	 	 
	 	(g)
    	The
Consultant agrees to abide by and cause its Representative to abide by all RAIN’s policies and procedures, including without limitation,
RAIN’s code of conduct and anti-corruption policies and insider trading and blackout period policy.
	 	 	 
	 	(h)
    	The
    Consultant hereby acknowledges that the Consultant is aware, and further agrees that the Consultant will advise those of its directors,
    officers, employees and agents who may have access to Confidential Information, that United States securities laws prohibit any person
    who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating
    such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase
    or sell such securities.
	 	 	 
	 	(i)
    	The
    Consultant agrees to comply with all applicable securities legislation and regulatory policies in relation to providing the Services,
    including but not limited to United States securities laws (in particular, Regulation FD) and the policies of the United States Securities
    and Exchange Commission. The Consultant further agrees to abide by all laws applicable to RAIN, in each jurisdiction that it does
    business.


 


ARTICLE
4


COMPENSATION
OF THE CONSULTANT


 


4.01
Compensation: RAIN agrees to pay the Consultant for the performance of the Services and all other services rendered or performed
by the Consultant hereunder, and the Consultant agrees to accept as payment therefor, the following:


 


(a)
Compensation as follows:


 


	 	i.
    	For
    the services in Schedule 1.01, a fixed annual gross fee in the amount of US$120,000 during the first year of Term and for each subsequent
    year, such amount as may be reasonably determined by Compensation Committee, but in no event less than US$120,000 per annum plus
    applicable harmonized sales tax, if applicable (“HST”). Such fees shall be paid in cash, by monthly payments of US$10,000
    on the first day of each month, in advance and not in arrears;


 


	 	ii.
    	at
    the absolute discretion of the Compensation Committee, an annual payment (the “Variable Bonus”) to be paid within
    thirty days (30) days following the completion of the annual financial statements of RAIN in respect of its fiscal year ending December
    31 in each year which will be dependent upon RAIN’s financial and stock performance and the Consultant’s performance
    in assisting RAIN in meeting its objectives.


 


	 	(b)
    	RAIN
    shall permit the Representatives, at the expense of RAIN, to participate in extended health, dental and benefit programs provided
    by RAIN to its employees and senior executives in accordance with the terms thereof as in effect from time to time. The terms of
    such benefit programs shall be subject to approval by the Compensation Committee of the Board. RAIN may choose, at its discretion,
    to provide direct cash reimbursement to the Consultant to fund such benefits in lieu of participation in corporate benefit programs
    and the determination of the quantum of such payment shall be subject to the approval of the Compensation Committee of the Board.
	 	 	 
	 	(c)
    	RAIN
    shall, at its expense, provide appropriate office facilities for the Consultant’s use as the parties shall reasonably determine
    as well as provide a cell phone, laptop and other instruments reasonably necessary for the Consultant’s accomplishment of Services
    for Company use at RAIN’s cost and expense, to be used in accordance with policies established by RAIN from time to time.
	 	 	 
	 	(d)
    	The
    Consultant shall also be entitled to reimbursement of travel and other expenses reasonably incurred for the benefit of RAIN in accordance
    with policies established by RAIN from time to time by the Compensation Committee of the Board. Reimbursement shall be subject to
    delivery of supporting receipts.


 


	4.02
    	Stock
    Option: Should a 3rd party acquire from the incumbent shareholders of RAIN not less than 50% of the issued and outstanding
    shares in the capital of RAIN by way of securities exchange or cash take-over bid prior to December 31st, 2020 the Consultant will
    be entitled to 500,000 stock options at price of US$0.25. The term of the Stock Options shall be one (1) year and shall terminate
    three (3) months following the Effective Date of Termination should there be a termination of this Agreement.


 




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ARTICLE
5


NON-DISCLOSURE,
NON-COMPETITION


 


5.01
Access to Confidential Information: The Consultant recognizes and acknowledges that the Consultant’s relationship with
RAIN is based on trust and reliance and that in the course of the Consultant’s engagement hereunder the Consultant has had and
will have access to and has been and will be entrusted with Confidential Information, the deliberate, willful, careless or negligent
disclosure of any of which Confidential Information could be highly detrimental to the Business and the best interests of RAIN and may
impair, damage or destroy the goodwill of RAIN.


 


5.02
Non-Disclosure: The Consultant covenants and agrees that during the continuance of the Consultant’s engagement by RAIN
and for a period of two (2) years from the Effective Date of Termination, the Consultant shall:


 


	 	(a)
    	regard
    and preserve as confidential all Confidential Information that has been obtained by or on behalf of the Consultant in the course
    of the Consultant having been associated with RAIN and any Company Group Member, whether the Consultant possesses such information
    within the Consultant’s memory or in writing or in some other physical form;


 


	 	(b)
    	refrain
    from, directly or indirectly, utilizing, disclosing, divulging or disseminating to any person or persons, firm, association, syndicate,
    employer, corporation or other entity any Confidential Information, except as required by law or permitted by RAIN or the appropriate
    Company Group Member, in writing;
	 	 	 
	 	(c)
    	not,
    without prior written authorization from RAIN or the appropriate Company Group Member, depending on RAIN Group Member, use for the
    Consultant’s own benefit or purposes, or for the benefit or purposes of any third party, any Confidential Information;
	 	 	 
	 	(d)
    	acknowledge
    and agree that RAIN or the appropriate Company Group Member, is the sole exclusive owner of the Confidential Information and that
    RAIN or such Company Group Member, as such, has proprietary right therein;
	 	 	 
	 	(e)
    	not
    produce or make copies of the Confidential Information outside of the ordinary course of business except with the written consent
    of RAIN or the appropriate Company Group Member, and that any such copies shall be given to RAIN upon request;
	 	 	 
	 	(f)
    	acknowledge
    that this Agreement does not constitute a license to use the Confidential Information other that as specified herein;
	 	 	 
	 	(g)
    	acknowledge
    that the breach of any of the provisions hereof will result in RAIN or a Company Group Member suffering damages;
	 	 	 
	 	(h)
    	notify
    RAIN immediately upon the discovery of any unauthorized use or disclosure of any Confidential Information, and cooperate with RAIN
    in every reasonable way, at RAIN’s expense, to help RAIN or the appropriate Company Group Member regain possession of the Confidential
    Information and to prevent its further unauthorized use or disclosure; and
	 	 	 
	 	(i)
    	acknowledge
    that damages may not be a sufficient remedy for any breach of this provision and that RAIN or any Company Group Member is entitled
    to seek injunctive relief and other equitable remedies.


 




    	5



    	 



    

 


5.03
Return of Documents and Objects: The Consultant covenants and agrees that in the event of termination of the Consultant’s
engagement pursuant to the provision of this Agreement, the Consultant shall:


 


	 	(a)
    	not
    remove from the premises of RAIN or any Company Group Member, except as authorized or directed by a duly authorized representative
    of RAIN or any such Company Group Member, any document, object or record containing or reflecting any Confidential Information, or
    any photocopy or other reproduction thereof; and


 


	 	(b)
    	promptly
    deliver to RAIN or the appropriate Company Group Member, all documents, objects and records containing or reflecting Confidential
    Information, which are in the Consultant’s possession or under the Consultant’s control.


 


The
Consultant hereby acknowledges and confirms that all such documents, objects and records containing or reflecting Confidential Information
are the exclusive property of such Company Group Member to which they relate.


 


5.04
Ownership of Intellectual Property: The Consultant acknowledges and agrees that all IP Rights (as herein defined) of RAIN
and each Company Group Member, whether created in whole or in part by the Consultant or by third parties during the term of this Agreement,
shall be the exclusive property of RAIN or the respective Company Group Member and the Consultant waives all moral rights therein. If
necessary, the Consultant shall transfer all right, title and interest and shall promptly assign and transfer to RAIN or the appropriate
Company Group Member all future right, title and interest in and to any IP Rights created in whole or in part by the Consultant. “IP
Rights” means any and all copyrights, design rights, trade secrets and Confidential Information (including, without limitation,
inventions, technical data and methodologies), patent rights, and any other proprietary rights which may subsist anywhere in the world,
whether registered or unregistered, any and all applications for registration of any of the foregoing, and any all rights to file such
applications.


 


5.05
Non-Competition: The Consultant acknowledges and agrees that in the course of its consulting with RAIN, the Consultant and
its Representatives will gain knowledge of and a close working relationship with RAIN’s customers and service providers, which
would injure RAIN if made available to a competitor or used for competitive purposes.


 


The
Consultant agrees with and for the benefit of RAIN Group that for a period of twelve (12) months from the Effective Date of Termination
of this Agreement, the Consultant and its Representative will not, directly or indirectly, either as an individual or as a partner or
joint venturer or as an employee, principal, consultant, agent, shareholder, officer, director, or as a sales representative for any
person, firm, association, organization, syndicate, company or corporation, or in any manner whatsoever, carry on, be engaged in, concerned
with, interested in, advise, lend money to, guarantee the debts or obligations of, or permit its or his/her name or any part thereof
to be used or employed in a business which is the same as, or competitive with, the Business of RAIN, except as a shareholder holding
less than five (5%) percent of the outstanding shares or securities of any such corporation whose shares or securities are listed and
posted for trading on a recognized stock exchange.


 


5.06
Non-Solicitation: Subject to Section 5.07 hereof, the Consultant and its Representative shall not from the Effective Date
of Termination until a date which is one (1) year thereafter, directly or indirectly, through any other person or persons, affiliate,
firm, association, syndicate, company, corporation or other entity related to or associate or affiliated with the Consultant, without
the prior written consent of RAIN:


 


	 	(a)
    	approach,
    solicit, serve, cater to or attempt to direct away from RAIN or Company Group Member, any customer or prospective customer of RAIN
    or the appropriate Company Group Member actually known to the Consultant, or any associate or affiliate of any customer or prospective
    customer of RAIN actually known to the Consultant on the Consultant’s own behalf or on behalf of any other entity with respect
    to business of any nature or kind which is the same as or similar to the Business;


 




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	 	(b)
    	engage
    in or be concerned with or interested in or connected with or advise any person or persons, firm association, syndicate, company,
    corporation or other entity approaching, soliciting, servicing or catering to any customer or prospective customer of RAIN or Company
    Group Member actually known to the Consultant, whether or not the Consultant served or was in contact with such customer or prospective
    customer of RAIN or Company Group Member actually known to the Consultant during the continuance of the Consultant’s engagement
    by RAIN;
	 	 	 
	 	(c)
    	solicit
    from a customer or prospective customer of RAIN or Company Group Member actually known to the Consultant, or any associate or affiliate
    of any customer or prospective customer of RAIN or Company Group Member actually known to the Consultant, any business of any nature
    or kind similar to that done by RAIN or Company Group Member;
	 	 	 
	 	(d)
    	directly
    or indirectly, solicit, induce, or endeavor to induce any employee, affiliate, contractor, customer, or agent of RAIN or Company
    Group Member to terminate its engagement or relationship with RAIN or Company Group Member, or terminate or breach its contract with
    or obligations to RAIN or Company Group Member, or take any action which would result in the impairment of the relations between
    RAIN or Company Group Member and such persons and or RAIN’s business opportunities with such persons, except in any case with
    the prior written consent of RAIN; or
	 	 	 
	 	(e)
    	solicit,
    employ or utilize, in any manner whatsoever, the services of any of the individuals employed or otherwise engaged by RAIN or Company
    Group Member or any advisors or representative associated with RAIN or Company Group Member.


 


The
Consultant hereby represents and acknowledges that the provisions of this Section 5.05 are agreed to by the Consultant as consideration
for the covenants of RAIN hereunder.


 


5.07
Enforcement: The Consultant acknowledges and agrees that the restrictions contained in this Article 5 are reasonable, valid
and necessary to protect the legitimate interests of RAIN, and further agrees that the Consultant will not do or perform any act or attempt
to do any act whatsoever which will or would either directly or indirectly breach any or all of such restrictions.


 


In
addition, the Consultant acknowledges that a breach by the Consultant of any of the provisions contained in this Article 5 may cause
RAIN great and irreparable injury and damage which cannot be reasonably or adequately compensated in damages in any action in law, and
the Consultant hereby expressly agrees that RAIN or any Company Group Member shall be entitled to the remedies of injunction, specific
performance and other equitable relief to prevent a breach or recurrence of a breach of this Article 5 by the Consultant.


 


In
the event that either party is required to bring an action to enforce its rights hereunder, the prevailing party shall be entitled to
recover its costs, and expenses, including judicial and extra-judicial costs and disbursements, on a solicitor-client basis, if any,
incurred in connection with such proceeding. Nothing contained herein, however, shall be construed as a waiver of any of the rights that
RAIN and/or the Consultant may have for damages or otherwise.


 


5.08
Application of Article 5 Covenants: The Consultant acknowledges and agrees that the term “Consultant” as used
in this Article 5 shall be deemed to include the Representative and any other representatives of the Consultant (collectively, the “Representatives”)
who provide services to RAIN hereunder from time to time with the consent of RAIN. The Consultant shall procure the written enforceable
commitment of the Representatives to be bound by the provisions of Article 5 as if they were original signatories hereto.


 




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ARTICLE
6


 TERMINATION




 


6.01
Rights of the Consultant to Terminate or Resign: Subject to Sections 6.02 and 6.03 hereof, the engagement of the Consultant
hereunder shall not be terminated by the Consultant unless ninety (90) days’ written notice has been delivered by the Consultant
to RAIN of the Consultant’s intention to terminate this Agreement. In the event that the Consultant’s engagement with RAIN
is terminated during the Term by the Consultant, the Consultant shall not be entitled to any additional payments or benefits hereunder,
other than Accrued Benefits, but the Consultant shall continue to provide services and shall be compensated to the end of the ninety
day notice period. Upon expiry of such notice period, the Consultant shall not receive any further additional compensation other than
any Accrued Benefits to the effective date of termination of this Agreement.


 


In
the event that the Consultant has terminated this Agreement pursuant to the terms of this paragraph 6.01 the covenants and provisions
of Article 5 shall continue to be in full force and effect for the periods expressly specified in the relevant provisions.


 


In
the event that the Consultant is offered full time employment with the Company or one of its subsidiaries, and the Consultant accepts
the terms and conditions of such, the Consultant will not be entitled to any further compensation other than what is outstanding under
this contract. In the event the Consultant does not accept the employment offer the Consultant will have the right to the benefits of
the termination clause 6.03.


 


6.02
Termination by Company – Cause: Without prejudicing any other rights that RAIN may have hereunder or at law or in equity,
RAIN may terminate this Agreement immediately upon its election to do so, or if it so elects, upon delivery of written notice to the
Consultant that this agreement is being terminated for cause if:


 


	 	(a)
    	the
    Consultant breaches any material term of this Agreement and such breach is not cured to the reasonable satisfaction of RAIN within
    thirty (30) days after written notice describing the breach in reasonable detail is delivered to the Consultant;
	 	 	 
	 	(b)
    	RAIN
    acting reasonably determines that the Consultant has acted, is acting or is likely to act in a manner materially detrimental to RAIN
    or has violated or is likely to violate the confidentiality of any information as provided for in this Agreement in a manner materially
    detrimental to RAIN;


 


	 	(c)
    	the
    Consultant is unable or unwilling to perform the Services under this Agreement, or
	 	 	 
	 	(d)
    	the
    Consultant commits fraud, serious neglect or misconduct in the discharge of the Services.


 


In
the event that the Consultant’s engagement with RAIN is terminated during the Term by RAIN for cause, the Consultant shall not
be entitled to any additional payments or benefits hereunder, other than Accrued Benefits. Any options which are vested and unexercised
on the date of written notice under this paragraph 6.02 shall terminate ten (10) Business Days following the Effective Date of Termination.


 


6.03
Involuntary Termination Other Than For Cause; If the Consultant’s engagement with RAIN is involuntarily terminated by
RAIN in its discretion other than for cause under paragraph 6.02 above, then RAIN shall provide the Consultant with one (1) year written
notice of such termination, and during the period commencing the date of such notice and ending one (1) year later, shall continue to
pay to the Consultant:


 


	 	(a)
    	the
    Base Amount; and
	 	 	 
	 	(b)
    	all
    Accrued Benefits as such term is defined in paragraph 6.02(d).


 


Upon
receipt by the Consultant of all of the foregoing payments from RAIN, RAIN shall be deemed to have been released by the Consultant and
Representatives and their assigns of and from any and all claims, actions, causes of action, demands, rights, damages, costs, interest,
debts, expenses and compensation for or by reason of or in any way arising out of any and all claims for moneys advanced, dividends,
bonuses, expenses, participation in profit or earnings or other remuneration whether authorized or provided by by-law, resolution, contract
or otherwise.


 




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ARTICLE
7


MISCELLANEOUS
PROVISIONS


 


7.01
Indemnity: RAIN agrees to indemnify and hold harmless the Consultant and Representatives from and against any and all losses,
claims, damages and liabilities (including, without limitation, any legal, accounting, investigative or other expenses reasonably incurred
in connection with defending or investigating any action or claim) which the Consultant or Representative may sustain with regard to
actions or inactions taken by the Consultant or Representative as its representative in the performance of the Consultant’s services
as a consultant of RAIN other than where the Consultant or Representative has acted fraudulently or deliberately or in material breach
of this Agreement.


 


7.02
Notices: All notices and other communications required or permitted to be given under this Agreement shall be made by e-mail,
hand-delivery, first-class prepaid registered mail (with acknowledgment of receipt card), facsimile or overnight air courier guaranteeing
next day delivery as follows:


 


	 	(a)	if
    to RAIN:
	 	 	271
    Brock Street
	 	 	Peterborough,
    Ontario
	 	 	Email:
    mskinner@rainmakerww.com
	 	 	 
	 	(b)	if
    to the Consultant:


 


All
such notices and communications shall be deemed to have been received: if emailed or personally delivered, at the time of digital transmission
or delivered by hand; if mailed, three (3) Business Days after being deposited in the mail; if faxed, upon the later of 9:00 a.m. (local
time) on the first Business Day following acknowledgment of receipt or eight hours after transmission; and, if sent by overnight air
courier guaranteeing next day delivery, on the next Business Day after timely delivery to the courier. The parties may change the addresses
to which notices are to be given by giving three (3) Business Days’ prior notice of such change in accordance herewith.


 


7.03
Enurement: Subject to Section 7.04 hereof, this Agreement shall be binding upon the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and permitted assigns.


 


7.04
Non-Assignability: This Agreement may not be assigned by any party hereto, without the prior written consent of the other
parties hereto, which consent may be arbitrarily withheld.


 


7.05
Amendment: Subject to any provision of this Agreement to the contrary, any amendment or modification of any provision of this
Agreement shall not be effective unless it is in writing and signed by each of the parties hereto.


 


7.06
Waiver: It is understood and agreed that any party hereto may waive any provision of this Agreement intended for such party’s
sole benefit; provided, however, that (i) such waiver is in writing; and (ii) any such waiver of a default by another party, or the excusing
of the performance of any condition by another party, shall not constitute a continuing waiver of any other or subsequent default, but
shall extend to include only the particular breach or default so waived.


 


7.07
Further Assurances: Each of the parties hereto covenants and agrees to do or cause to be done all things and to execute and
deliver or cause to be executed and delivered all documents as may be necessary or required to fully effectually to carry out the intent
and purpose of this Agreement.


 


7.08
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and
the federal laws of Canada applicable therein.


 




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7.09
Survival: The parties hereto hereby covenant and agree that, notwithstanding the termination as provided for herein or otherwise
of this Agreement, the provisions of Article 5, Article 6 and Article 7 hereof shall survive such termination and shall continue in full
force and effect according to their terms.


 


7.10
Severability: In the event that any provision of this Agreement is determined to be void, voidable or unenforceable, in whole
or in part, such determination shall not affect or impair or be deemed to affect or impair the validity or enforceability of any other
provision of this Agreement.


 


7.11
Counterparts: This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all such counterparts together shall constitute one and the same instrument and shall be effective as of the date hereof. This Agreement
may also be executed by one or both of the parties by facsimile transmitted signature and all parties agree that the reproduction of
such signatures shall be treated as though such reproductions were executed originals thereof.


 


7.12
Reference to Agreement: The terms “this Agreement,” “hereof,” “herein,” “hereunder”
and similar expressions refer to this Agreement and not any particular article, section, subsection, clause, subclause, paragraph or
subparagraph hereof.


 


7.13
Extended Meanings: Words importing the singular include the plural and vice versa; and words importing gender include all
genders, including the neuter gender, and references to persons shall include all entities and one or more persons, their heirs, executors,
administrators or assigns, as the case may be.


 


7.14
Recitals: The recitals to this Agreement shall form an integral part hereof.


 


7.15
Arbitration: Whenever and wherever a dispute shall occur among the parties hereto relating to the interpretation or implementation
of any of the provisions of this Agreement or where the provisions of this Agreement are subject to this arbitration provision, such
matters shall be determined by arbitration in accordance with the provisions of The Arbitration Act (Ontario).


 


7.16
Independent Legal Advice: The Consultant acknowledges that it has obtained (or, as a freely taken decision, chosen not to
obtain) independent legal advice concerning the interpretation and effect of this Agreement. The Consultant further acknowledges and
agrees that it has read the Agreement and understands completely the nature of each and every covenant, warranty, representation, promise,
obligation and understanding contained in this Agreement.


 


7.17
Entire Agreement: As of from the date hereof, any and all previous agreements, written or oral between the parties hereto
or on their behalf relating to the appointment of the Consultant by RAIN are null and void. The parties hereto agree that they have expressed
herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied
covenant, condition, term or reservation or prior representation or warranty shall be read into this Agreement relating to or concerning
the subject matter hereof or any matter or operation provided for herein.


 


7.18
Time: Time shall be of the essence of this Agreement. In the event that any day on or before which any action is required
to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next
succeeding day that is a Business Day.


 


7.19
Electronic Means: Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the effective date
of this Agreement.


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


 


	 	RAINMAKER
    WORLDWIDE INC.
	 	 	 
	 	Per:	/s/
Michael O’Connor
	 	Name:
    	Michael
    O’Connor
	 	Title:	Executive
    Chairman


 


	 	2752128
    ONTARIO LTD.
	 	 	 
	 	Per:	 
	 	Name:
    	Kelly
    White
	 	Title:	President


 




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SCHEDULE
1.01


SERVICES
OF CONSULTANT


 


The
Consultant shall have the responsibility and specific duties described below. References to RAIN shall be deemed to include RAIN
and each Company Group Member as appropriate.


 


Vice
President Finance


 


The
Consultant shall have the responsibility and specific duties described below. References to RAIN shall be deemed to include Rainmaker
and each Company Group Member as appropriate.


 


Responsibility


 


The
consultant fulfils the role of the Vice President Finance


 


POSITION
SUMMARY


 


The
Vice President Finance (“VPF”) is a direct report to the CFO and a key member of the executive leadership team. The VPF will
be responsible for supporting the company’s finance functions and will be a key interface with external stakeholders and company
management.


 


The
VPF will play a broad strategic and advisory role on the executive leadership team including providing input on the rationale for business
development decisions. The VPF will support strategic business development activities by participating in strategy development, potential
partner negotiations, and execution planning as a member of the management team focused on financial implications of opportunities. The
VPF will support the continued growth of the company and will be responsible as a member of the leadership team to role model the company’s
values as well as fostering the development of people in the company. The VPF will support all aspects of financial planning and analysis,
financial reporting, control, treasury and tax.


 


The
key priorities of the position are as follows:


 


	 	●	Partner
    with the CFO and other key members of the management team to support the evolution of the company’s overall strategic direction
    and annual operating plans.
	 	●	Support
    timely reporting of filings necessary to ensure good standing as a public company.
	 	●	Bring
    considerable entrepreneurial spirit and drive to play a supporting role in building and developing the positioning of the company
    with equity investors and other financial partners.
	 	●	Support
    a finance organization with financial systems and processes, including providing insights into the financial implications of various
    business decision.
	 	●	Partner
    with all members of the business development team in the evaluation and negotiation of business development opportunities and major
    partnerships. This will include the financial analysis and business planning but also defining the appropriate financial structures
    to deploy RAINMAKER technology globally.
	 	●	Build
    and cultivate strong and enduring relationships with colleagues and key stakeholders.


 


Authority
to make minor technical amendments to this position description is delegated to the Board. Once or more annually, as the Board decides,
this position description will be fully evaluated and updates recommended to the Board for consideration.


 




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