Exhibit 10.3


 


AMENDMENT
ONE TO


 


RESEARCH
AGREEMENT 003693-00001


 


BETWEEN


 


UNIVERSITY
OF SOUTHERN CALIFORNIA


 


AND


 


NANOFLEX
POWER CORPORATION


 


This
First Amendment to Research Agreement (the “Amendment”) dated August 8, 2016 is entered into by and between the University
of Southern California, a California nonprofit educational institution (“USC”) and NanoFlex Power Corporation (“Sponsor”).
USC and Sponsor are referred to collectively in this Amendment as the -parties” and individually as a “party.”


 


RECITALS


 


WHEREAS,
USC and Sponsor entered into a Research Agreement dated December 21. 2013 (the “Agreement-); and


 


WHEREAS,
USC and Sponsor desire to amend the Agreement to insert guidance on IP disclosure and licensing process, all as more specifically
set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, FOR DUE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:


 


	 	1.	The following language shall be added:




 


Suspension
of Agreement


 


All
work under this Agreement shall stop as of August 15, 2016. Work under this Agreement shall not start again until thirty (30)
days after all expenses incurred by USC in the performance of this Agreement through August 15, 2016 have been reimbursed by Sponsor
to USC and an amendment is executed by both parties laying out terms under which they will agree to restart work under this Agreement.
During the period of this suspension USC shall not be obligated to perform any work as laid out in the scope of work for Sponsor
and USC shall be free to conduct any research it would like including research laid out in the scope of work, including research
for other sponsors, without any obligation to Sponsor.


 






     


     


    

 


		2.	The
                                         following language shall be added: to Section 6. Payments:



 


The
SPONSOR warrants that it shall pay USC $100,000 on August 15th 2016 and then the remaining $ 1,236,166.01 in equal installments
on a quarterly basis to cover costs incurred by USC through August 15, 2016 in accordance with the below payment schedule:


 


	Due no later than 11/15/16	 	$	206,000.00	 
	Due no later than 2/15/17	 	$	206,000.00	 
	Due no later than 5/15/17	 	$	206,000.00	 
	Due no later than 8/15/17	 	$	206,000.00	 
	Due no later than 11/15/17	 	$	206,000.00	 
	Due no later than 2/15/18	 	$	206,116.01	 



 


Any
late payments shall be considered a material breach of this Agreement. USC shall have the option to immediately terminate this
Agreement. Upon USC’s notification to Sponsor of termination Sponsor shall be granted a ten (10) day period to cure the breach.
If the breach is not cured upon expiration of the cure period, this Agreement shall automatically terminate. Upon termination,
Sponsor shall promptly reimburse USC for all allowable expenditures including non-cancellable obligations incurred in the performance
of the Agreement through the date of termination.


 


Checks
shall reference “SPONSOR/Dr. Mark Thompson” and shall be made payable to the University of Southern California and sent
to:


 


The
University of Southern California


Sponsored Projects Accounting


File Number 52095


Los
Angeles, California 90074-2095


 


		3.	This
                                         amendment does not modify or amend the separate Amended License Agreement by and among
                                         Princeton University, USC, the Regents of the University of Michigan, and Sponsor dated
                                         May 1, 1998, and all existing and subsequent amendments thereto.



 


	X.	GENERAL



 



	 	A.	This Amendment sets forth the entire agreement between
the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.
	 	 	 
	 	B.	In the Case of any inconsistency
    between the provisions of the Agreement and this Amendment shall be construed and enforced in
    accordance with the laws of the State of California.



 









		C.	The
                                         capitalized terms used in this Amendment shall have the same definitions as set forth
                                         in the Agreement to the extent that such capitalized terms are defined therein and not
                                         redefined in this Amendment.



 


		D.	This
                                         Amendment may be executed in counterparts with the same effect as if both parties hereto
                                         had executed the same document. Both counterparts shall be construed together and shall
                                         constitute a single amendment.



 


		E.	Except
                                         as hereby modified, all terms and conditions of the Agreement remain unchanged and in
                                         full force and effect.



 






    	 	2	 



     


    

 


IN
WITNESS WHEREOF, USC and Sponsor have each caused this Amendment to be executed by its duly authorized officer as of the date
first above written.


 





	UNIVERSITY
    OF SOUTHERN CALIFORNIA	 	NANOFLEX
    POWER CORPORATION
	 	 	 	 	 
	/s/
    Katie Rountree	 	/s/
    Mark Tobin
	Authorized
    Official Signature	 	Authorized
    Official Signature
	Name:	Katie
    Rountree	 	Name:
    	Mark
    Tobin
	Title:
    	Associate
    Director	 	Title:
    	Chief
    Financial Officer
	Date
    : 	8/8/2016	 	Date:	 




 


 


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