EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(the “Agreement”) is made and entered into as of this 4th day of February, 2014 (this “Effective
Date”), by and between PetroTerra Corp., a Nevada corporation having its corporate offices at 607 28 1⁄4 Road, Suite
115, Grand Junction, CO 81506 (the “Company”), and John Barton (“Executive”).


 


WHEREAS, Executive was appointed and
has been serving as Chief Executive Officer of the Company since October 2, 2013; and


 


WHEREAS, the
Company wishes to formalize and continue the employment of Executive on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing premises and mutual covenants and agreements herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1. Term of Employment.
Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ Executive as Chief Executive Officer,
and Executive hereby agrees to serve the Company in that position, for a term which shall commence as of the Effective Date and
continue until the third (3rd) anniversary thereof (the “Term”). The Term will be automatically extended
for additional one year terms unless either party gives the other party three (3) months written notice of his or its determination
not to renew this Agreement prior to the end of the then current Agreement.


 


2. Position.


 


(a) Duties.
Executive shall perform such duties as are currently being performed by him for the Company. The nature and duties of Executive’s
employment with the Company shall be determined by the board of directors of the Company, and shall be consistent with the duties
customarily attendant or associated with his position (the “Board”). Executive shall be employed at the Company’s
offices located in Grand Junction, Colorado and Executive will report to the Board.


 


(b) Devotion
of Time to Company’s Business. Executive shall substantially expend all of his normal working hours in performing his
duties (and in any other capacity relating to the business of the Company or any subsidiary of the Company, for which he shall
receive no additional compensation, unless otherwise agreed in writing by the Company and Executive). Executive shall perform his
duties and will be required to travel as reasonably necessary to perform the services required of him under this Agreement. Executive
represents and warrants to the Company that he is able to enter into this Agreement and that his ability to enter into this Agreement
and to fully perform his duties hereunder are not limited to or restricted by any agreements or understandings between Executive
and any other person. For the purposes of this Agreement, the term “person” means any natural person, corporation,
partnership, limited liability partnership, limited liability company, or any other entity of any nature.


 




    	 



    	 



    


 


(c) Company
Rules, Policies and Regulations. The Executive shall, at all times, conduct himself in a professional manner and adhere to
the standards, ethical obligations, rules, policies, regulations and procedures of the Company which are presently in force or
which may be established from time to time by the Company. Executive shall take no intentional action that violates any law, rule
or regulation whatsoever while acting in his capacity as employee.


 


3. Compensation and
Benefits.


 


(a) Base Salary.
As of the Effective Date, the Executive shall be paid a base salary in consideration for his services provided to the Company at
the rate of $120,000 per annum (the “Base Salary”), payable in accordance with the Company’s normal
payroll practices. Increases in Base Salary during the Term shall be determined from time to time in the sole discretion of the
Board or any committee of the Board based upon such criteria as they deem relevant, or based on no particular criteria whatsoever.


 


(b) Additional Compensation.
The Executive shall be eligible to receive an annual bonus (the “Annual Bonus” and, together with the Base Salary,
the “Annual Compensation”) based upon Executive’s and the Company’s performance; provided, that
any such additional compensation shall be structured and/or paid in a manner that is either exempt from, or complies with, the
requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (“Code”).
The Annual Bonus shall be determined by consideration of the Board or Compensation Committee, as applicable, in its sole discretion,
based upon criteria to be established in their sole discretion. The Annual Bonus shall be paid to the Executive on or prior to
the March 15 following the end of the year for which such Annual Bonus was earned; provided, that if the criteria for determining
the Annual Bonus requires a review of the Company’s audited financial statements, the Annual Bonus (if payable) shall be
paid on the 20th day after receipt by the Company of the audited financial statements.


 


(c) Equity Awards,
etc.


 


(i) On each anniversary of
the Effective Date during which Executive is employed pursuant to this Agreement, the Company shall grant (the “Restricted
Stock Grant") to Executive 400,000 shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”). Such Restricted Stock Grant shall be subject to forfeiture if Executive is no longer employed by the Company
within ten (10) months following the grant date.


 


(ii) In addition to the other
compensation payable to Executive hereunder, Executive shall be entitled to receive grants of stock options, restricted stock and/or
any other equity incentive awards available to senior executives of the Company, under any equity incentive plans adopted by the
Company, at such times and in such amounts as shall be determined in the sole discretion of the Board or the Compensation Committee
of the Board, as applicable, which determines such equity grants.


 




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(d) Upon the occurrence
of a Change in Control (as defined below) of the Company, if all or any portion of the payments provided under this Agreement and/or
any other payments and benefits that the Executive receives or is entitled to receive from the Company or an affiliate thereof
constitutes an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code (each such payment,
a “Parachute Payment”), and would result in the imposition on the Executive of an excise tax under Section 4999
of the Code (“Excise Tax”), then in addition to any other benefits to which the Executive is entitled under
this Agreement, the Company shall pay the Executive an additional amount in cash (the “Gross-Up Payment”) such
that the net amount received by the Executive in connection with the Change in Control, after payment of any Excise Tax by Executive,
shall be equal to the aggregate Parachute Payments payable to the Executive. For purposes of determining the amount of the Gross-Up
Payment, the Executive shall be deemed to pay Federal income tax at the highest marginal rate of Federal income taxation in the
calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation
in the state or locality of the Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net
of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. Any Gross-Up
Payment due to the Executive under this Section 3(d) shall be paid to the Executive no later than the end of the year following
the year in which the Executive or the Company paid the related taxes.


 


(e) Withholding.
All salaries, bonuses and other benefits payable to the Executive shall be subject to payroll and withholding taxes as may be required
by law.


 


4. Employee Benefits; Business Expenses.


 


(a) Employee Benefits.
During the Term, the Executive and his dependents shall be entitled to participate in the Company’s healthcare plans, welfare
benefit plans, fringe benefit plans and any qualified or non-qualified retirement plans as in effect from time to time (collectively,
the “Employee Benefits"), on the same basis as those benefits are made available to the other senior executives
of the Company, in accordance with the Company policy as in effect from time to time and in accordance with the terms of the applicable
plan documents (if any). If at any time the Company does provide a health insurance plan for which the Executive is eligible, the
Executive shall be entitled to reimbursement by the Company of the cost of health insurance paid by the Executive for the Executive
and his family. Any such reimbursement shall be paid to the Executive not later than March 15 of the year following the calendar
year in which the Executive paid such cost.


 


(b) Expenses. The
Executive shall be entitled to reimbursement for reasonable and necessary business expenses incurred by him in the performance
of his duties and responsibilities hereunder, in accordance with the Company’s reimbursement and expenses policies, as in
effect from time to time.


 


(c) Vacation. The
Executive shall be entitled to four (4) weeks paid vacation per annum; provided, that the Executive shall be paid annually in cash
for vacation days not taken by him; provided that any such payment shall be paid to the Executive not later than March 15 of the
year following the calendar year in which the unused vacation days accrued.


  




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5. Termination.


 


(a) Definitions. For purposes of this
Agreement:



 


“Cause”
shall mean (i) the Executive’s gross negligence and/or willful misconduct (as such terms are generally understood and applied
to the performance of an executive) in the performance of his material duties with respect to the Company as determined, in each
case, by a court of competent jurisdiction not subject to further appeal, as provided hereunder, (ii) the conviction by the Executive
of a crime constituting a felony or (iii) the Executive shall have committed any material act of malfeasance, disloyalty, dishonesty
or breach of fiduciary duty against the Company, for which the Executive shall have a ten (10) day cure period following notice
thereof from the Company (except for a conviction pursuant to subsection (ii), for which there shall be no cure period).


 


“Change of Control”
means the occurrence of any one or more of the following events (it being agreed that, with respect to paragraphs (i) and (iii)
of this definition below, a “Change of Control” shall not be deemed to have occurred if the applicable third party
acquiring party is an “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act
of 1933, as amended):


 


(i) An acquisition (whether
directly from the Company or otherwise) of any voting securities of the Company (the “Voting Securities”) by
any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act
of 1934, as amended (the “1934 Act”)), immediately after which such Person has “Beneficial Ownership”
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of forty percent (40%) or more of the combined voting power of
the Company’s then outstanding Voting Securities; or


 


(ii) The individuals who,
as of the Effective Date, are members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover
or other non-ordinary course transaction affecting the Company, to constitute at least fifty-one percent (51%) of the members of
the Board; or


 


(iii) the consummation,
in one or a series of related transactions, of:


 


(A) A merger, consolidation
or reorganization involving the Company, where either or both of the events described in clauses (i) or (ii) above would be the
result;


 


(B) A liquidation or dissolution
of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a third party of an involuntary
bankruptcy against, the Company; or


 


(C) An agreement for the
sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a subsidiary
of the Company).


 


“Date of Termination”
shall mean the date the Notice of Termination is given to the respective party; provided, however, that with respect to a termination
for Cause by the Company, the Date of Termination shall not occur prior to the expiration of any applicable cure period. 


 




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“Disability”
shall mean the Executive has become physically or mentally incapacitated and is therefore unable for a period of four (4) consecutive
months to perform any of the material elements of his duties hereunder. Any question as to whether the Executive has a Disability
as to which he (or his legal representative) and the Company cannot agree shall be determined in writing by a qualified independent
physician mutually acceptable to the Executive (or his legal representative) and the Company. If the Executive (or his legal representative)
and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians
shall select a third who shall make such determination in writing. The determination of whether the Executive has a Disability,
as made in writing to the Company and the Executive by such physician(s), shall be final and conclusive for all purposes of this
Agreement.


 


“Good Reason”
shall mean (i) a breach by the Company of any of its material obligations or covenants set forth in this Agreement, (ii) a material
reduction of the duties, responsibilities or title of the Executive, (iii) the assignment to the Executive of any duties or responsibilities
that are inconsistent, in any significant respect, with his position, for which the Company shall have a ten (10) day cure period
following notice thereof from Executive to the Company, (iv) an abandonment of, or fundamental change in, the primary business
or primary products of the Company, (v) a Change of Control, but only if the Executive’s resignation occurs within twelve
(12) months after the occurrence of such Change of Control.


 


“Notice of Termination”
shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated,
and shall be communicated, in writing, to the other party hereto in accordance with the provisions of Section 10(g) hereof.


 


(b) By the Company for Cause or by the
Executive Without Good Reason.


 


(i) The Term and the Executive’s
employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the
Company to the Executive (except where the Executive is entitled to a cure period, in which case such Date of Termination shall
be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon
the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability).


 


(ii) If the Executive’s
employment is terminated by the Company for Cause, or if the Executive resigns other than for Good Reason, the Executive shall
be entitled to receive:


 


(A) any earned
but unpaid Base Salary and/or accrued but unused vacation, all vested equity, and any earned but unpaid bonus awards through the
Date of Termination,


 


(B) reimbursement
for any unreimbursed business expenses incurred by the Executive in accordance with the Company’s policy prior to the Date
of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation
of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following
the year in which the Date of Termination occurred), and


 




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(C) such Employee
Benefits, if any, as to which he may be entitled upon termination of employment under the terms of the plan documents and applicable
law (including under the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended).


 


Following the Executive’s
termination of employment by the Company for Cause or if he resigns other than for Good Reason, except as set forth above or as
required by applicable law, the Executive shall have no further rights to any compensation or any other benefits or perquisites
under this Agreement and all unvested option or restricted stock grant awards shall immediately be cancelled without the need for
any action by the Company.


 


(c) By the Company
Other Than for Cause or by the Executive for Good Reason.


 


(i) The Term and the Executive’s
employment hereunder may be terminated by the Company other than for Cause, immediately upon the delivery of a Notice of Termination
by the Company to the Executive and shall terminate automatically and immediately upon the Executive’s resignation for Good
Reason at the end of any applicable cure period if the circumstances giving rise to Good Reason are not cured.


 


(ii) If the Executive’s
employment is terminated by the Company other than for Cause, or if the Executive resigns for Good Reason, the Executive shall
receive and the Company shall pay to Executive on the Date of Termination:


 


(A) any earned
but unpaid Base Salary and/or accrued but unused vacation, all vested equity, and any earned but unpaid bonus awards through the
Date of Termination, plus an additional twelve (12) months of Base Salary, together in a lump sum payment; provided, however,
that the Executive shall not be entitled to any such additional Base Salary or earned but unpaid cash bonuses in the event such
termination or resignation is due solely to the Company’s inability to pay its debts as they generally come due;


 


(B) acceleration
of any then unvested stock options, restricted stock grants or other equity awards;


 


(C) payment
or reimbursement, as applicable, of the full health insurance costs for the Executive and his family under a Company-provided group
health plan or otherwise for twenty four (24) following termination by the Company other than for Cause or resignation by Executive
for Good Reason, provided that any such payment or reimbursement which constitutes deferred compensation under Section 409A shall
be made annually within thirty (30) days after the end of the calendar year in which the health insurance costs were incurred;


 


(D) reimbursement
for any accrued but unused vacation days and/or unreimbursed business expenses incurred by the Executive in accordance with the
Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides
the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than
the end of the second calendar month following the year in which the Date of Termination occurred); and


 


(E) such other
Employee Benefits, if any, as to which he may be entitled upon termination of employment hereunder.


 




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Following the Executive’s termination
of employment by the Company other than for Cause or if he resigns for Good Reason, except as set forth above or as required by
applicable law, the Executive shall have no further rights to any compensation or any other benefits under this Agreement. Notwithstanding
the foregoing, in order to be eligible for any of the severance payments and benefits under this Section 5(c), the Executive must
execute and deliver to the Company a general release in a form reasonably satisfactory to the Board. If the payments to be made
under this Section 5(c) are otherwise subject to Section 409A, they shall be made, or commence to be made, on the first pay period
following the date that is thirty (30) days after the Executive’s employment terminates. If the payments are not otherwise
subject to Section 409A, they shall be made, or commence to be made, on the first business day after the release becomes effective.
The initial payment shall include any unpaid amounts from the date the Executive’s employment terminated, subject to the
Executive’s executing and delivering the release on the terms as set forth above.


 


(d) Death or Disability.
The Executive’s employment hereunder shall terminate upon the Executive’s death and may be terminated by the Company,
within ten (10) days after the delivery of a Notice of Termination by the Company to the Executive (or his legal representative)
in the event of the Executive’s Disability. Upon termination of the Executive’s employment hereunder for either Disability
or death, the Executive shall be entitled to receive the same payments and other items as set forth in clause (ii) of Section
5(b) hereof, except that Executive (in case of Disability) or the estate (in the event of death) shall have the right to exercise
any unexercised and vested options for a period of 90 days, and, in addition, to receive payment for accrued but unpaid vacation
time, if any. Following the Executive’s termination of employment due to death or Disability, except as set forth herein
or as required by applicable law, the Executive (nor his estate) shall have no further rights to any compensation or any other
benefits under this Agreement.


 


(e) Payment of Amounts
Owed upon Termination of Employment. Unless otherwise provided herein, any amounts payable to the Executive for earned but
unpaid Base Salary and cash, equity or other bonus awards through the Date of Termination shall be paid within ten (10) business
days after the Date of Termination.


 


6. Restrictive Covenants.



 


(a) Definitions.


 


(i) “Competitive
Activity” means any business activity which competes, directly or indirectly, with or carries on the Company Business,
or any business activity substantially similar to the Company Business, as constituted, from time to time.


 




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(ii) “Confidential
Information” means all confidential and proprietary of, about, or relating to the Company and the Company Business, including,
without limitation including, but not limited to, any and all documents received or generated by Executive, existing and potential
customer lists, trade secrets (as defined under applicable state law), pricing, financial, corporate, and personnel information,
customer data, methods of operation, business plans, techniques, prototypes, sketches, drawings, models, inventions, know-how,
processes, apparatus, software programs, computer codes, source codes, equipment, algorithms, source documents, formulae, methods,
data, descriptions relating to current, future, and proposed products and services, information concerning research, experimental
work, development, specifications, engineering, procurement requirements, purchasing, agents and suppliers, business forecasts,
marketing plans and information received from third parties (including customers) that is subject to a duty on Executive’s
part to maintain its confidentiality. Confidential Information does not include information that is generally known to the public,
provided it is generally known to the public other than as a result of disclosure of such information by Executive in violation
of this Agreement.


 


(iii) “Commercial
Partner” means each third party person or entity with whom Executive interacts on behalf of the Company during the term
of his employment with the Company, whether pursuant to this Agreement or otherwise, including, without limitation, licensors,
licensees, contract research organizations, contract sales organizations and joint venture partners; provided that, on the date
of the termination of Executive’s employment with the Company, Commercial Partner shall mean those third party persons and
entities with whom Executive interacted on behalf of the Company during the Lookback Period.


 


(iv) “Company Business”
means the business(es) engaged in by the Company, from time to time during the term of Executive’s employment with the Company,
whether pursuant to this Agreement or otherwise; provided that, on the date of the termination of Executive’s employment
with the Company, the Company Business shall be the business(es) engaged in by the Company during the Lookback Period.


 


(v) “Former Employee”
means any person who has been employed or engaged as an independent contractor by the Company during the Look Back Period.


 


(vi) “Former Commercial
Partner” means each third party person or entity who is not a Commercial Partner but was a Commercial Partner during
the Look Back Period.


 


(vii) “Look Back
Period” means the one (1) year period immediately preceding the earlier of: (1) the date on which the definition in question
is being determined; or (2) the date when Executive is no longer employed by the Company, whether pursuant to this Agreement or
otherwise.


 


(viii) “Prospect”
means each person or entity who is not a Commercial Partner, not a Commercial Partner, and for whom, at any time during the Look
Back Period, the Company, whether through its employees, contractors or vendors, expended directed marketing efforts or undertook
other business development efforts which resulted in at least an indication of interest from such person or entity of becoming
a Commercial Partner.


 


(ix) “Territory”
means the United States.


 




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(b) Non-Solicitation
and Non-Piracy. For the term of Executive’s employment, whether under this Agreement or otherwise, and for a period of
one (1) year after the cancellation, termination or expiration of Executive’s employment with the Company (the “Restriction
Period”), by whatever means and for whatever reason, Executive shall not, directly or indirectly, individually, or jointly
with others, for the benefit of Executive or any third party:


 


(i) have any equity or other
ownership interest in, or become a director or manager of, or be otherwise associated with, or engaged or employed by, any Commercial
Partner, Prospect or Former Commercial Partner or their subsidiary or parent entities or affiliates in any job or career that relates
to or concerns any activity substantially similar, in whole or in part, to the Company Business (provided that this subsection
(A) shall only apply during the term of Executive’s employment);


 


(ii) solicit, render services
to, or accept business from any Commercial Partner or Prospect or any of their subsidiary or parent entities or affiliates for
any business activity that relates to or concerns any activity substantially similar, in whole or in part, to the Company Business;
provided that Executive shall not be bound by the foregoing with respect to persons to whom Executive has made sales or otherwise
provided products and services prior to the date hereof; and provided further, however, if this Agreement is terminated pursuant
to Section 5(c), the restrictive covenant contained in this subsection shall only apply if Employee had ever received the Base
Salary and then only for so long as Employee receives payments under Section 5(c) in a timely manner; and


 


(iii) solicit, hire, compensate
or engage as an employee, agent, contractor, shareholder, member, joint venturer, or consultant, whether or not for consideration,
any of the Company’s employees or otherwise induce any of the Company’s employees, subcontractors or vendors to change
their relationship with the Company.


 


(c) Confidentiality.
Executive shall never: (i) disclose any Confidential Information; and (ii) directly or indirectly give or permit any person or
entity to have access to any Confidential Information; and (iii) make any use, commercial or otherwise, of any Confidential Information,
except, solely as reasonably required to perform Executive’s employment duties with the Company and solely for the benefit
of the Company.


 


(d) Restrictive Covenants
Scope. The parties acknowledge that the provisions of this section are necessary and reasonable to protect the legitimate business
interest of the Company and any violation of the provisions of this section will result in irreparable injury to the Company, the
exact amount of which will be difficult to ascertain, and that the remedies at law for any such violation would not be reasonable
or adequate compensation to the Company for such violation. Accordingly, Executive agrees that if the provisions of this section
are violated, in addition to any other remedy which may be available in equity or at law, the Company shall be entitled to specific
performance and injunctive relief, without the necessity of proving actual damages.


 




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(e) Tolling of Restriction
Period. In the event of Executive’s breach of one or more of the provisions of this section, the running of the Restriction
Period shall be tolled during the continuation of such breach(es) and recommence only upon Executive’s full and complete
compliance with the provisions of this Section 6.


 


(f) Judicial Modification.
In the event a court of competent jurisdiction holds one or more of the provisions of the restrictive covenants invalid as to length
of time or geographic scope, then this Section 6 shall be amended to reflect a reasonable length of time and/or reasonable geographic
scope.


 


7. Company Property.
Executive agrees that all Company Property (as defined below) is the property solely of the Company and Executive waives and relinquishes
any and all interests or property rights he or she may have therein in favor of the Company. Executive shall immediately return
all of the Company Property to the Company at the Company’s address for notices or such other location as may be directed
by the Company upon: (A) the Company’s request at any time; and (B) upon the termination of Executive’s employment.
“Company Property” includes, but is not limited to: (X) records relating to Commercial Partners, Former Commercial
Partners, Prospectus and Confidential Information in whatever form they exist, and by whomever prepared, including, but not limited
to, notes of Executive; (Y) tangible embodiments of or containing Confidential Information; and (Z) tangible and intangible property
pertaining to the Company Business or arising out of or used by Executive in the performance of his duties for the Company.


 


8. Independent Covenant.
Executive acknowledges and agrees that the provisions of sections 6 and 7 hereof are independent covenants and no actual or alleged
breach by the Company of any provision of this Agreement or the employment relationship shall be grounds for relieving Executive
from his or her obligations thereunder.


 


9. Miscellaneous.


 


(a) Governing
Law. This Agreement shall be construed and governed under and by the laws of the State of New York, without regard to the conflicts
of laws principles thereof.


 


(b) Arbitration
of Claims. In the event any dispute, claim, question or disagreement arising from or relating to this Agreement or the breach
thereof, the Company and Executive agree to settle the dispute, claim, question or disagreement by arbitration before a single
arbitrator in New York County, New York selected by, and such arbitration to be administered by, the American Arbitration Association
("AAA") in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. Each of the Company and Executive hereby agrees and acknowledges that
all disputes between or among them are subject to the alternative dispute resolution procedures of this Section 10(b). Each of
the Company and Executive agrees that any aspect of alternative dispute resolution not specifically covered in this Agreement shall
be covered, without limitation, by the applicable AAA rules and procedures. Each of the Company and Executive further agree that
any determination by the arbitrator regarding any dispute, claim, question or disagreement arising from or relating to this Agreement
shall be final and binding upon the parties hereto and shall not be subject to further appeal. Each of the Company and Executive
shall bear its own costs and expenses and an equal share of the arbitrator’s fees and administrative fees of arbitration;
provided, however, that upon receipt of the determination by the arbitrator the prevailing party shall have all reasonable out-of-pocket
fees and expenses reimbursed promptly (in all events within 10 calendar days following delivery to both parties of the arbitrator’s
decision) by the non-prevailing party in any such dispute. 


 




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(c) Entire
Agreement; Amendments. This Agreement sets forth the entire understanding of the parties concerning the subject matter of this
Agreement and incorporates all prior negotiations and understandings. There are no covenants, promises, agreements, conditions
or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth
herein. The publication, amendment, supplementation or replacement of an employee handbook by the Company shall not be deemed to
alter, amend or modify the terms and conditions of this Agreement. No alteration, amendment, change or addition to this Agreement
shall be binding upon any party unless in writing and signed by the party to be charged. No purported waiver by any party of any
default by another party of any term or provision contained herein shall be deemed to be a waiver of such term or provision unless
the waiver is in writing and signed by the waiving party. No such waiver shall in any event be deemed a waiver of any subsequent
default under the same or any other term or provision contained herein. This Agreement may not be altered, modified, or amended
except by written instrument signed by the parties hereto.


 


(d) No
Waiver. No waiver of any of the provisions of this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed or be construed as a further, continuing or subsequent waiver of any such provision or as a waiver of any other
provision of this Agreement. No failure to exercise and no delay in exercising any right, remedy or power hereunder will preclude
any other or further exercise of any other right, remedy or power provided herein or by law or in equity.


 


(e) Severability.
If any term or provisions of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable,
the remainder of this Agreement, or the application of such term or provision to persons or circumstances, other than those as
to which it is held invalid, shall both be unaffected thereby and each term or provision of this Agreement shall be valid and be
enforced to the fullest extent permitted by law.


 


(f) Assignment.
This Agreement, and all of the Executive’s rights and duties hereunder, shall not be assignable or delegable by the Executive;
provided, however, that if the Executive shall die, all amounts then payable to the Executive hereunder shall be
paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee or, if there be
no such devisee, legatee or designee, to his estate. The Company and its successors and assigns may, at any time and from time
to time, assign its rights and obligations under this Agreement, including, without limitation, the rights arising pursuant to
sections 6, 7 and 8, without Executive’s consent to a buyer of all or substantially all of the assets, or a majority of the
voting stock, of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights
and obligations of such affiliate or successor person or entity. 


 




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(g) Notices.
For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered by hand or internationally recognized courier service addressed to the respective
addresses set forth below in this Agreement, or via facsimile to the number set forth below, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective
only upon receipt.


 


If to the Company:


 


PetroTerra Corp.


607 28 1⁄4 Road, Suite 115


Grand Junction, CO 81506


Attention: President


Fax: 970 683 5499


 


If to the Executive:


 


John Barton


2355 Westwood Blvd, Apt 257


Los Angeles, CA 90064


Fax: 970
683 5499


 


To the most recent address
of the Executive set forth in the personnel records of the Company.


 


(g) Prior Agreements.
This Agreement supersedes all prior agreements and understandings (including verbal agreements) between the Executive and the Company
regarding the terms and conditions of the Executive’s employment with the Company.


 


(h) Cooperation.
The Executive shall provide his reasonable cooperation in connection with any action or proceeding (or any appeal from any action
or proceeding) which relates to events occurring during the Executive’s employment hereunder, but only to the extent the
Company requests such cooperation with reasonable advance notice to the Executive and in respect of such periods of time as shall
not unreasonably interfere with the Executive’s ability to perform his duties with any subsequent employer; provided, however,
the Company shall pay any reasonable travel, lodging and related expenses that the Executive may incur in connection with providing
all such cooperation, to the extent approved by the Company prior to incurring such expenses.


 




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(i) Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


(j) Survival.
Sections 6, 7, and 9 shall survive the termination, cancellation or expiration of this Agreement by whatever means for whatever
reason. 


 


(k) Fees
and Expenses. In the event the Company shall fail or refuse to make or authorize any payment of any amount otherwise due to
the Executive hereunder within the appropriate period of time, then the Company shall reimburse the Executive for all reasonable
expenses (including reasonable counsel fees and expenses) incurred by him in enforcing the terms hereof, within five (5) business
days after demand accompanied by evidence of fees and expenses incurred. With regard to any dispute pursuant to this Agreement,
the Company and Executive agree that the non-prevailing party shall promptly reimburse any and all reasonable attorneys’
fees to the prevailing party in connection therewith. Any reimbursement hereunder shall be paid promptly and in no event later
than the end of his taxable year next following the taxable year in which the expense was incurred. 


 


(l) Section
409A. 


 


(i) The parties intend that
the payments and benefits provided for in this Agreement either be exempt from Section 409A, or be provided in a manner that complies
with Section 409A and any ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no
event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by
Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all
payments and benefits which are payable upon a termination of employment hereunder shall be paid or provided only upon those terminations
of employment that constitute a “separation from service” from the Company within the meaning of Section 409A (determined
after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified
employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral of the commencement
of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to
prevent any accelerated recognition of income or additional tax under Section 409A, then the Company will defer the commencement
of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided
to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with
the Company (or the earliest date permitted under Section 409A, e.g., immediately upon the Executive’s death), whereupon
the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously
paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments
will resume in accordance with this Agreement.


 




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(ii) Notwithstanding anything
to the contrary in this Agreement, in-kind benefits and reimbursements provided hereunder during any calendar year shall not affect
in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement
of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit.
Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and,
if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event
later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event
shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the
calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would
result in taxable compensation income to the Executive.


 


(iii) Additionally, in the
event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable
under this Agreement may be subject to Section 409A, the Company and the Executive shall work together to adopt such amendments
to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect),
or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable
under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with
respect to this Agreement or (y) comply with the requirements of Section 409A.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement as of the day and year first above written.


 


	 	PETROTERRA
    CORP.
	 	 	 
	 	By:	/s/ John
    Barton 
	 	Name:	John Barton
	 	Title:	Chief Executive Officer
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	/s/ John Barton 
	 	John Barton


 



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