Exhibit 10.2


 


AMENDMENT TO INDEPENDENT CONTRACTOR SERVICES
AGREEMENT


 


THIS FIRST AMENDMENT TO
THE INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Amendment”) is made this 4th day of
November, 2015 by and between Power Strategies, LLC (“PSL”) and NanoFlex Power Corporation (the “Company.”)
All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings
ascribed to them in that certain Independent Contractor Services Agreement dated as of October 25, 2014 (the “Agreement”)
between the parties.


 


Agreement:


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:


 


		1.	Modification of Agreement.



 


		1.1	Modification of Paragraph 2. Paragraph 2 of the
Agreement shall be modified to also include the following language at the end of the last sentence in the paragraph prior to the
words “(this “Agreement”)”: “as a consultant and in addition to the consulting services provided
by PSL, pursuant to which J. Norman Allen shall provide services to the Company as its Chief Technology Officer, to which position
J. Norman Allen was appointed by the Company’s Board of Directors on June 19, 2015.” Paragraph 2 of the Agreement
shall additionally be modified to also include the following language in the parenthesis which states “(NanoFlex)”:
“or the Company.”



 


		1.2	Modification of Paragraph 4: Services. Paragraph
4: Services shall be modified to also include the following language at the end of the last sentence in the paragraph after sentence
ending with “purposes.”: “Additionally, pursuant to this Agreement, J. Norman Allen shall serve in the
capacity of and perform the services typically performed by a Chief Technology Officer for the Company.”
	 	 	 







		1.3	Modification of Paragraph 5: Independent Contractor.
Paragraph 5: Independent Contractor shall be modified to be entirely replaced with the following language: “NanoFlex will
retain PSL’s services in the capacity of an independent contractor. It is agreed that PSL will not be an employee nor authorized
agent of NanoFlex. Additionally, it is agreed that J. Norman Allen will serve in his capacity as Chief Technology Officer as an
independent contractor and that no employment relationship is formed between him and the Company. Accordingly, PSL shall determine
the time, location, manner and means by which we perform and complete the Services and J. Norman Allen shall perform the services
typical of a Chief Technology Officer at the direction of the Company’s board of directors and its Chief Executive Officer.
Neither PSL nor J. Norman Allen shall have any authority to enter into contracts or binding commitments or obligations in the
name of or on behalf of NanoFlex without the express prior written authorization NanoFlex as to the specific contract or commitment.”



 






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		1.4	Modification of Paragraph 7: Fees for Services.
Paragraph 7: Fees for Services shall be modified to also include the following language at the end of the last sentence in the
paragraph: “PSL shall also receive as compensation hereunder warrants (the “Warrants”), in the form substantially
attached hereto as Exhibit A, to purchase a total of 2,400,000 shares of the Company’s $.0001 par value per share
common stock (the “Common Stock”) to vest as follows:



 


		(a)	1,200,000
                                         of the Warrants shall vest immediately upon the execution of this Amendment.



 


		(b)	600,000
                                         of the Warrants shall vest on the first anniversary of the date of this Amendment.



 


		(c)	600,000
                                         of the Warrants shall vest on the second anniversary date of this Amendment.



 


		1.5	Modification to add Paragraph 13. The following shall be
                                                                                                                                         added to the Agreement immediately following paragraph 12 of the agreement: “The Warrants and the shares of
                                                                                                                                         Common Stock issuable upon the exercise thereof, are intended to be exempt from the registration requirements of the
                                                                                                                                         Securities Act of 1933, as amended (the “Securities Act,”) pursuant to Regulation D and shall bear a
                                                                                                                                         “restricted legend.” In connection with the acquisition of the Warrants and the shares of Common Stock issuable
                                                                                                                                         upon the exercise thereof, PSL represents and warrants to the Company that (i) it will not sell or otherwise transfer the
                                                                                                                                         Warrants during the period in which they are subject to forfeiture and without registration under the Securities Act or an
                                                                                                                                         exemption therefrom and that it will not sell or otherwise transfer the shares of Common Stock issuable upon the exercise of
                                                                                                                                         the Warrants without registration under the Securities Act or an exemption therefrom; (ii) it has such knowledge and
                                                                                                                                         experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the
                                                                                                                                         Warrants and is able to bear such risks; and (iii) it is acquiring the Warrants for its own account, for investment purposes
                                                                                                                                         only and not with a view to distribute or resell such securities in whole or in part.”



 






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		1.6	Modification to add Exhibit A. The Agreement shall
be modified to include as an attachment titled “Exhibit A” the form of warrant attached hereto as Exhibit
A.



 


2.         Miscellaneous.
Except as amended pursuant to this Amendment, the Agreement remains in effect in all respects.


 


IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to the Agreement to be executed as of the date first written above.


 


	NanoFlex Power Corporation	 	Power Strategies LLC
	 	 	 	 	 
	By:	/s/ Dean L. Ledger	 	By:	/s/ J. Norman Allen
	 	Dean L. Ledger, CEO	 	 	J. Norman Allen, President


 


 


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