Exhibit
10.3


 


CONSULTING
AGREEMENT.renewz


 


CONSULTING
AGREEMENT (this “Agreement”) dated and effective as of January 19, 2021 (the “Commencement Date”), is
made by and between iSun, Inc., a Delaware corporation formerly known as The Peck Company Holdings, Inc. (the “Company”),
and the undersigned consultant (the “Consultant”). The Agreement consists of this agreement and Schedules 1, 2, 3
and 4.


 


For
good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:


 


1.
Engagement of Consultant. Pursuant to the terms and conditions of this Agreement, Company engages Consultant to perform
the services generally described in Schedule 1 (the “Services”). Consultant accepts such engagement and agrees
to render the Services. Consultant will use its best efforts, knowledge and abilities to perform Services to and for benefit of
the Company. In consideration of the performance of the Services, Company will compensate Consultant in accordance with Schedule
2 (the “Consulting Fees”). Consultant will devote such time and resources as are necessary to provide the Services,
including without limitation, the substantial time of Mr. Sassoon Peress during normal business hours and otherwise as required
to fulfill Consultant’s obligations under this Agreement.


 


Consultant
will during the Term of this Agreement operate in conformity with all applicable laws and regulations, and will secure general
business operations and travel insurance as Company may reasonably require, all at Consultant’s expense. Consultant’s
relationship with the Company is that of an independent contractor.


 


Consultant
will not issue any press releases or other announcements of its consultancy with Company without Company’s prior written
consent.


 


Whenever
Company’s consent is required under this Agreement, such consent will be in Company’s sole business judgment.


 


2.
Non-Exclusive. Subject to the terms of Section 5, the Consultant will retain the right to perform work for others during
the term of this Agreement so long as: (a) Consultant satisfies Consultant’s obligations to the Company as set forth in
Section 1 and Schedule 1; and (b) such activities do not compete with the Company, including its affiliates and subsidiaries;
and (c) Consultant has obtained the prior, written approval of the Company’s President in each instance prior to engaging
in such activities. Any request to perform services to a third party will include the name of the third party, a description of
proposed services and such other information as the Company may require.


 




    	 



     


    

 


3.
Independent Contractor Status. The Consultant will for all purposes be deemed to be an independent contractor, and not
an employee, agent or partner of, or joint venture with, the Company. Accordingly, the Consultant and its employees will not be
entitled to any rights or benefits to which any employee of the Company or any of its affiliates or subsidiaries may be entitled.
Consultant will obtain its own liability and insurance coverages, obtain all necessary licenses and approvals, and pay all fees,
assessments, taxes and other payments required to operate its business. In no event will any employee or contractor of Consultant
be deemed an employee or contractor of Company, whether or not Company is aware of or has approved of such employee or contractor.
Consultant will operate its business in strict conformity with the laws and regulations of Canada, the Province of Quebec and
all other jurisdictions in which Consultant may operate, including all applicable local laws and regulations. Consultant will
be responsible for all risks incurred in connection with the Consultant’s performance of services under this Agreement.
Consultant is solely responsible for all fees and costs associated with the operation of its business, including without limitation,
all lease and utility payments on any of its premises. Company will not be liable to Consultant because of termination of this
Agreement for any reason or no reason for compensation, reimbursement or damages on account of the loss of prospective profits
or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or good
will of Consultant. Consultant will not develop any good will in the business or operations of Company by use of the Company name
or marks or arising out of its consulting relationship with the Company or otherwise, all of which will belong exclusively to
the Company.


 


4.
Term; Termination.


 


(a)
Consultant may terminate this Agreement without Good Reason as defined below on at least sixty (60) days’ prior written
notice to the Company and Termination will occur on the date specified in the notice. If Consultant terminates without Good Reason
as defined below, Consultant will be paid approved expenses and the pro-rata annual fee to the termination date and the Company
will have no further obligation to Consultant.


 


(b)
The Company may terminate this Agreement without cause on at least sixty (60) days’ prior written notice, and Termination
will occur on the date specified in the notice. Consultant may be required to cease immediately from provision of further Services
on notice. If Company terminates without Cause as defined below, Consultant will be paid the pro-rata annual fee to the termination
date, approved expenses incurred to the termination date, and all shares of Common Stock as listed on Exhibit C (Merger Consideration)
of the Agreement and Plan of Merger and Reorganization dated January 19, 2021 that have not been issued will be issued to Sassoon
Peress on the termination date specified in the notice, subject to the conditions set forth in such Exhibit C (Merger Consideration).


 


(c)
Company may terminate Consultant for Cause as defined below:


 


Termination
by the Company for Cause. Company may terminate Consultant for “Cause” due to material breach of this Agreement by
Consultant that is either not susceptible to cure or which is not cured by Consultant on not less than thirty (30) days’
notice. If the breach is not susceptible to cure, termination will occur on the date of notice of such breach to Consultant. If
the breach is susceptible to cure and remains uncured during the notice period, termination is on the thirty-first day following
notice of breach to Consultant, Company will have no further obligations to Consultant under this Agreement if termination is
for Cause. The Company may, in its sole discretion, extend the cure period if Consultant has begun to cure and is moving expeditiously
to cure within the thirty day notice period, provided the Company may terminate Consultant at any time thereafter on notice.


 


“Material
breach” means but is not limited to: (a) any crime or act of fraud or intentional dishonesty against the Company by Sassoon
Peress or Consultant; (b) arrest of Sassoon Peress and/or Consultant for the commission of a crime of moral turpitude which the
Company believes is causing harm to its business or to the reputation of the Company; (c) habitual neglect of Company’s
legal directives to Consultant; (d) disregard of Company’s written policies as applicable to Company consultants; or (e)
breach of Consultant’s confidentiality, assignment of Developments or other proprietary obligations under this Agreement;
(f) material breach by Sassoon Peress or Consultant of any other Agreements with the Company or any Company affiliate to which
Sassoon Peress or Consultant may then be subject which breach is not cured as provided in such agreements.


 




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(d)
Death. This Agreement will terminate on the date of the death of Sassoon Peress and Company will have no further obligations to
Consultant under this Agreement except for payment of approved expenses incurred by Consultant to the date of death.


 


(e)
Disability. This Agreement will terminate on the incapacity of Sassoon Peress which precludes Sassoon Peress from performing the
usual and customary duties required of Consultant in this Agreement for a period of sixty (60) days during any twelve month period,
whether incapacity results from mental or physical illness. Termination will occur on the date following any such period of incapacity
on which Company provides notice of termination due to incapacity to Consultant, and Company will have no further obligations
to Consultant under this Agreement. Any question of mental or physical incapacity on which the parties cannot agree will be as
determined by an independent physician selected by Company. The determination of the physician as to incapacity will be final.
In the event of termination for disability, Consultant will be paid approved expenses to the termination date and its fees for
the remainder of the year in which the disability occurs, payable in monthly installments as otherwise provided for payment of
fees in this Agreement.


 


(f)
This Agreement will terminate on the date of resignation or termination of Sassoon Peress from Consultant, and Company will have
no further obligations to Consultant under this Agreement.


 


(g)
Consultant may terminate this Agreement for “Good Reason” on not less than thirty days’ prior written notice
in the event: (i) Consultant is directed by Company to perform an illegal act, provided Consultant provides in the notice a reference
to the applicable law or regulation and Consultant’s written refusal to act. Consultant may not terminate this Agreement
for Cause under this section if Company rescinds its directive within the thirty day notice period, or if Consultant is provided
with a written opinion from Company counsel within such notice period that the directive is not illegal; or (ii) Company has failed
to pay Consultant’s fees and accepted expenses for a period of ninety (90) days past the due date. In the event of Consultant’s
termination for Good Reason, Consultant will be paid approved expenses incurred to the termination date plus Consultant’s
fees for the remainder of year in which termination occurs payable in monthly installments as otherwise provided for payment of
fees in this Agreement.


 


5.
Special Covenants of the Consultant. The Consultant covenants with the Company, which covenants will survive termination
of the Consultant’s engagement under this Agreement, as follows:


 


(a)
Confidentiality. During and after termination of the Consultant’s engagement under this Agreement, the Consultant
will keep secret and retain in the strictest confidence all confidential matters of the Company and its suppliers, clients, employees,
agents, and other consultants, whether or not in writing, of a private, secret or confidential nature concerning the Company’s
and its subsidiaries’ or affiliates’ business or financial affairs (“Proprietary Information”). Consultant
will not disclose, directly or indirectly, such Proprietary Information to anyone or use the same, directly or indirectly, for
its own benefit or the benefit of any third party, either during or after its engagement by the Company, except (i) as required
in the course of performing its duties hereunder, and (ii) for such matters which may at that time be in the public domain other
than through the wrongful participation of the Consultant in such disclosure or obtained from third parties without a right to
disclose, (iii) released by the Company publicly in writing or (iv) authorized or required to be released by a court of competent
jurisdiction or governmental agency. Consultant acknowledges that Proprietary Information is and will be the exclusive property
of the Company and is of critical importance to the Company and a violation of the provisions of this Section 5(a) would seriously
and irreparably impair and damage the business of the Company. Consultant agrees to keep all Proprietary Information in a fiduciary
capacity for the benefit of the Company. Consultant will deliver promptly to the Company on the termination of its engagement,
or at any time Company may request, all memoranda, notes, records, reports, manuals and other documents in every media related
to Company’s business or proposed business, or developed for the Company during the Term (and all copies thereof) in whatever
form, including electronic versions thereof, which the Consultant may then possess or have under its control.


 




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(b)
Developments. The Consultant will make full and prompt disclosure to the Company of all inventions, improvements, discoveries,
methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced
to practice by the Consultant or under its direction or jointly with others during or in the course of its engagement with the
Company (all of which are collectively referred to in this Agreement as “Developments”). Consultant agrees that all
Developments are Works Made for Hire within the meaning and purview of Section 101 of the United States Copyright Act (17 U.S.C.
§ 101) and will be the exclusive property of the Company. Further, Consultant agrees to assign and does assign to the Company,
its successors and assigns (or any person or entity designated by the Company) in perpetuity all right, title and interest in
and to all Developments and all present or future rights in any related patents, patent applications, copyrights and copyright
applications and other proprietary rights and applications and registrations with respect to same. To the extent that the Developments
do not qualify as Works Made for Hire, Consultant by this Agreement irrevocably transfers, assigns and conveys the exclusive ownership
of such Developments to the Company, its successors and assigns (or any person or entity designated by the Company) in perpetuity
free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Consultant expressly waives
all “moral” rights in every Development and work of Consultant developed under this Agreement. Consultant agrees to
cooperate fully with the Company and any of its affiliates, both during and after its engagement, with respect to the procurement,
maintenance and enforcement of copyrights and patents (both in the United States and other countries) relating to Developments.
The Consultant will, without expense but at no additional compensation, sign and cause its employees to sign all papers, including,
without limitation, copyright and industrial design applications, patent applications, declarations, oaths, formal assignments,
assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its
rights and interests in any Development. In the event Company is unable, after reasonable efforts, to procure the signature of
Consultant (or Consultant’s employee, as applicable) on any such documents, Consultant by this Agreement appoints Company
as its attorney-in-fact to execute any such documents, and this appointment will be deemed coupled with an interest.


 


(c)
Non-Competition; Non-Solicitation. During the Term and for a period of six (6) months after the expiration or termination
of this Agreement, for any reason or no reason, the Consultant will not directly or indirectly either for itself or for any other
person, company or business organization: (i) operate or own, directly or indirectly, any business that directly competes with
the Company; (ii) call upon, solicit, divert or take away or attempt to call upon, solicit, divert or take away, any of the customers,
business or prospective customers of the Company; or (iii) recruit, solicit or induce, or attempt to induce, any employee of,
or consultant to, the Company or any of its subsidiaries or affiliates to terminate their employment with, or otherwise cease
their consulting or other relationship with, the Company or any of its affiliates.


 




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(d)
Non-Disparagement. The Consultant acknowledges and agrees that the reputation of the Company, its affiliates and subsidiaries,
is integral to its business and mission. Therefore, the Consultant agrees to refrain from making any disparaging remarks or comments
regarding the Company or its affiliates or otherwise engaging in any activities or omissions in the course of performing services
hereunder which could have a material adverse effect on the Company’s business or reputation, including without limitation,
violation of any statutes or regulations concerning bribery or other illegal activities.


 


(e)
Return of Company Property. To the extent the Company provides the Consultant with any tangible property or intellectual
property or the extent the Consultant develops any tangible property or intellectual property belonging to the Company as provided
otherwise in this Agreement, the Consultant will hold such property in trust for the benefit of the Company, use best efforts
to preserve such property and promptly to deliver such property into the possession of the Company at the Company’s request.


 


(f)
Consultant Employees and its Consultants. Prior to performing any Services, Consultant will cause its employees and permitted
consultants to execute Confidentiality, Non-Compete, Intellectual Property Assignment and Non-solicit Agreements imposing rights
and remedies substantially similar to the obligations of Consultant under this Agreement, which agreements will specify that Company
has the right but not the obligation to enforce such agreements.


 


(g)
Survival. The terms of this Section 5 will survive expiration or termination of this Agreement for any reason.


 


6.
Representations and Warranties. Consultant represents and warrants that all works prepared and submitted by it under this
Agreement will be original and will not infringe any copyright or infringe or violate any other proprietary or other rights of
any other person or entity, and that Consultant has not previously assigned, transferred or otherwise encumbered any rights granted
to the Company under this Agreement. The foregoing warranties and representations will survive expiration or termination of this
Agreement for any reason.


 


7.
No Authority to Bind Company. The Consultant will not have any authority to commit or bind the Company to any contractual
or financial obligations without the prior written consent of the Company as directed by the Company’s President each instance.


 


8.
Disclosure of Conflicts. The Consultant agrees promptly to disclose fully to the Company any of its activities that may
offer any potential conflict of interest issues with the Company or any of Company’s existing, former or prospective clients
of which Consultant may be or become aware.


 


9.
Notice. All notices, requests, consents and other communications required or permitted to be given under this Agreement,
will be in writing and will be deemed to have been duly given if delivered personally or sent via confirmed overnight delivery,
or via electronic mail with receipt confirmed, as follows (or to such other address as either party will designate by notice in
writing to the other in accordance with this section):


 




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	If
    to the Company:	Office
    of the President
	 	iSun,
    Inc.
	 	400
    Ave D, Suite 10
	 	Williston,
    VT 05495USA
	 	 
	With
    a copy to: 	Sharon
    J. Merritt, Esq.
	 	Merritt
    & Merritt
	 	60
    Lake Street, 2nd Floor
	 	Burlington,
    VT 05401 USA
	 	smerritt@merritt-merritt.com


 


If
to the Consultant, to the address set forth on the signature page.


 


Notice
is effective on receipt or refusal.


 


10.
Assignment. This Agreement, and Consultant’s rights and obligations under this Agreement, are personal to Consultant
and may not be assigned or transferred by operation of law or otherwise by Consultant without the prior, written consent of Company
in each instance, which consent is in the sole judgment of Company. This Agreement will be binding upon and will inure to the
benefit of the Company and its successors and assigns and the Consultant and any of its permitted successors and assigns. It is
understood that this Agreement may be assigned by the Company, or transferred by operation of law, to any affiliate of the Company
or to any other organization which succeeds to the business or assets of the Company or any of its divisions or product lines
by reason of any sale, merger, consolidation or other similar transaction.


 


11.
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and which together
constitute one and the same instrument. This Agreement may be executed by e-signatures, delivery and retention or by sign, scan
and electronic delivery.


 


12.
Amendment and Waiver. This Agreement may be amended, modified, superseded, cancelled, renewed or extended and the terms
or covenants hereby may be waived, only by a written instrument signed by all of the parties hereto, or in the case of a waiver,
by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof
will in no manner affect the right at a later time to enforce the same. No waiver by the party of the breach of any term or covenant
contained in this Agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or construed
as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this
Agreement.


 


13.
Section Headings. The headings in this Agreement are intended solely for reference and will be given no effect in the interpretation
of this Agreement.


 




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14.
Governing Law, Exclusive Jurisdiction, and Dispute Resolution. This Agreement will be governed by and construed and enforced
in accordance with US federal law to the extent applicable and the laws of the State of Delaware without application of principles
of conflicts laws. The parties agree that the State and Federal courts located in the State of Vermont will have exclusive jurisdiction
of any dispute arising under or in connection with this Agreement. Consultant expressly submits to the personal and subject matter
jurisdiction of such courts for such purpose. The parties agree not to contest venue as applicable in Burlington, Vermont USA.
Both parties waive right to trial by jury.


 


15.
Severability. In case any provision of this Agreement will be invalid, illegal or otherwise unenforceable, the validity,
legality and enforceability of the remaining provisions will in no way be affected or impaired thereby provided the purpose of
this Agreement is maintained.


 


16.
Entire Agreement. This Agreement will constitute the entire agreement among the parties with respect to the subject matter
hereof and supersedes all prior agreements or understandings, written or oral, in respect thereof. All obligations of the parties
that by their nature survive will survive expiration or termination of this Agreement for any reason.


 


17.
Injunctive Relief. In the case of any breach or threatened breach of Section 5 by the Consultant, the parties agree that
in addition to all other remedies available to the Company at law and equity, the Company would be irreparably harmed, and Company
will be entitled to injunctive or other equitable relief without posting a bond and without further proof of irreparable harm.


 


18.
Indemnity. Consultant will indemnify, defend and hold the Company harmless from any costs or expenses (including reasonable
attorneys’ fees) incurred by the Company as a result of or arising out of any breach of this Agreement by Consultant, and/or
from any loss or claim arising out of malfeasance or negligence of Consultant, Consultant’s agents, employees or representatives
in the performance of Consultant’s Services under this Agreement, and/ or assessment or liability for breach of any law
or regulation to which Consultant is subject as may be assessed against the Company.


 


[Signature
Page Follows]


 




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By
signing below, each party represents and warrants to the other that: (i) the undersigned has full power and authority to consummate
this Agreement; and (ii) This Agreement constitutes a valid and binding obligation of such party, enforceable in accordance with
its terms.


 


	Accepted
    and Agreed as of the Commencement Date:	 
	 	 
	iSun,
    Inc.	 
	 	 	 
	By:	/s/
    Jeffrey Peck	 
	 	Jeffrey
    Peck, President	 
	 	 	 
	renewz
    sustainable solutions, inc.	 
	 	 
	By:	/s/ Sassoon
    Peress	 
	 	Sassoon
    Peress, Chief Executive Officer	 


 


Address
for notice purposes:


 


Mr.
Sassoon Peress, Chief Executive Officer


renewz
sustainable solutions, inc.


4710
rue St-Ambroise, Unit 242


Montreal,
Canada H4C2C7


 


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Schedule
1


 


SERVICES


 


Services
will be as determined by the Company from time to time as provided to Consultant during the Term, but will include:


 


	 		 	Business
    development on iSun platforms with Company’s (including Company affiliate’s) existing customer base and new customers
	 		 	Brand
    Management (including investor relations, marketing, social media, and other brand related activities)
	 		 	Innovation
    Strategy and Partnerships
	 		 	IP
    development
	 		 	Such
    other Services as the Company may lawfully direct in furtherance of the Company’s interests


 


Consultant
will report to the President/CEO of the Company.


 


The
parties agree to execute any further agreements as may be reasonable to effect the purposes of this Agreement and Consultant’s
consultancy.


 


All
Services performed under this Agreement will be personally performed by Mr. Sassoon Peress unless otherwise specifically permitted
in each instance by Company, and then for no additional fees or expenses payable by Company other than the compensation to Consultant
provided in Schedule 2 of this Agreement.


 


This
Agreement is being executed contemporaneously with a Merger Agreement and ancillary agreements.


 


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Schedule
2


 


CONSULTING
FEES; REIMBURSABLE EXPENSES 


 


Cash
Compensation:


 


At
closing of the transaction contemplated to occur simultaneously with this Agreement, Consultant will be paid $US34,027.83 according
to Schedule 3 for debt owed to Consultant by iSun Energy LLC, plus an amount of US$1,107.18 according to Schedule 4 for recurring
expenses owed to Consultant by iSun Energy LLC.


 


During
the Term of this Agreement, Consultant will be paid on invoice therefore the annual fee of US$175,000 (US One Hundred Seventy-Five
Thousand Dollars), payable in pro-rata installments as equal or nearly equal as possible beginning on the Commencement Date and
on the 1st of the month thereafter until termination of this Agreement as otherwise provided in this Agreement.


 


Expenses:


 


Company
will reimburse Consultant for covered expenses related to the provision of Services up to a total of US$24,000 (US Twenty-Four
Thousand Dollars)/year within thirty (30) days of presentation of accepted invoices. “Covered expenses” include a
vehicle, a business mobile phone and other business-related expenses approved by the President of the Company in writing in each
instance. Invoices must be accompanied by receipts or other documentation of expenses as then required by the Company.


 


Consultant
acknowledges that the Company has no further obligation to pay Consultant for any past or future expenses related to expenses
listed on Schedule 3 or Schedule 4 after the payments for these expenses delivered at closing, and Consultant represents that
payments in respect of Schedules 3 and 4 represent all past due amounts owed from iSun Energy, LLC to Consultant as at the date
of the closing of the transaction contemplated by a Merger Agreement signed as of the same date as this Agreement.


 


No
other compensation or expense reimbursements will be due or payable to the Consultant without the prior, written consent of the
Company in each instance.


 


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SCHEDULE
3


 


DEBT
REPAYMENT FROM ISUN ENERGY LLC TO RENEWZ


 


Balance
of Debt Repayment Due at Closing to renewz through Jan 31, 2021:





$34,027.83


 





 




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SCHEDULE
4


 


RECURRING
SUBSCRIPTIONS FOR ISUN ENERGY LLC OWED TO RENEWZ


 


Balance
of Recurring Subscriptions Due at Closing to renewz 12-31-20 to 1-31-21:


 


$1,107.18


 


 


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