Binding
Memorandum of Understanding


Entered
into and between


 


WPP
Energy GmbH, 


 


BioPower
Operations Corporation 


 


And



 


China
Energy Partners


 


This
Binding Memorandum of Understanding (“MOU”) is made and entered into as of April 2, 2019, (the “Effective Date”),
by and between:


 


WPP
Energy GmbH, a Swiss Corporation, whose registered office is Rue des Bains 35, Geneva 1205. Switzerland (“WPP”);


 


BioPower
Operations Corporation, a Nevada corporation, whose registered office is 2215-B, Renaissance Drive, Las Vegas, Nevada 89119
(“BIO”); and


 


China
Energy Partners, a Florida Limited Liability Company, whose registered office is 21200 NE 38 Ave Apt 1602 Aventura, Fl. 33160
(“CEP”).


 


WPP,
BIO and CEP may be referred to herein individually as a “Party” and collectively as the “Parties.”


 


WITNESSETH
THAT:


 


WHEREAS,
the Parties desire to enter into this MOU to set forth the terms and conditions pursuant to which the Parties will undertake certain
transactions as set forth herein (the “Transactions”), and subject to the terms and conditions herein;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


	1.	AGREEMENT.
                                         At the closing of the Transactions (the “Closing”), the Parties shall
                                         undertake the following actions:



 


	 	1.1.	BIO
    will issue and sell to WPP a number of shares of common stock, par value $0.0001 per share of BIO (the “Common Stock”)
    constituting 90% of the issued and outstanding shares of Common Stock following such issuance, in exchange for the payment
    to BIO of Five Million US Dollars ($5,000,000.00) and the contribution to BIO of the WPP Mobile Waste Plant Technology and
    business, as described below (the “WPP Share Issuance”). The Parties acknowledge and agree that there are currently
    approximately 34 million shares of common stock issued and outstanding, and therefore WPP will be issued approximately 306
    million shares of Common Stock in the WPP Share Issuance. Consummation of the WPP Share Issuance shall require an amendment
    of the Articles of Incorporation of BIO to increase the number of authorized shares and following the Effective Date the Parties
    shall undertake such actions as reasonably required to effect such an amendment. Notwithstanding the foregoing, in the event
    that the Closing does not occur within 120 days of the Effective Date due to a failure by WPP to raise the funds required
    to pay for the shares of Common Stock in the WPP Share Issuance, and provided that WPP has as of such date complied with all
    of its other obligations hereunder, then BIO shall provide WPP with an additional 59 days to raise such funds, and if WPP
    does so raise such funds, the Closing shall thereafter occur, provided that in such case the WPP Issuance shall be for a number
    of shares of Common Stock constituting 85% of the issued and outstanding shares of Common Stock following such issuance, instead
    of 90% of the issued and outstanding shares of Common Stock following such issuance, and the purchase price payable shall
    remain as set forth above. 



 



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	 	1.2.	WPP
    shall repay the holders of the promissory notes of BIO (the Noteholders”) such amounts as required to repay such promissory
    notes, which is expected to be approximately $1,250,000 to $1,500,000. WPP shall purchase from CEP the preferred share of
    BIO owned by CEP, which is convertible into 51% of the voting rights of BIO for a payment of $5,000,000 less amounts paid
    to the Noteholders.
	 	 	 
	 	1.3.	Within
    6 months of the Closing, BIO shall commence a tender offer to acquire all of the shares of Common Stock then issued and outstanding
    at a price of $0.15 per share (the “Tender Offer”). The funds for the completion of the Tender Offer shall be
    the $5,000,000 paid by WPP in exchange for WPP Share Issuance, which amount shall be deposited into escrow at the Closing
    with an escrow agent reasonably acceptable to the Parties. In the event that the Tender Offer is not commenced within 6 months
    of the Closing, the $5,000,000 shall be utilized to pay for all outstanding payables and liabilities of BIO and the balance,
    if any, shall thereafter be released to BIO to be used as working capital. WPP, CEP and Robert Kohn shall not tender their
    shares of Common Stock in the Tender Offer. 
	 	 	 
	 	1.4.	WPP
    is the owner of a disruptive technology that converts waste into renewable gas and can be further converted into electricity
    through a gas turbine in the WPP Mobile Waste Container Plant (the “WPP Mobile Waste Plant Technology”) for which
    WPP will grant to BIO an exclusive, worldwide, 99-year license at the Closing. BIO will derive revenue from multiple revenue
    streams, as follows:



 


	 	1.4.1.	Licensing
    to Municipalities; Government Agencies; Landfill owners; Developers; Waste Haulers; Trash Transfer Stations; Corporations,
    Institutions
	 	 	 
	 	1.4.2.	Sale
    of Containers
	 	 	 
	 	1.4.3.	Joint
    Ventures – Developers, Corporations, Institutions
	 	 	 
	 	1.4.4.	Ongoing
    revenues from the sale of electricity
	 	 	 
	 	1.4.5.	Ongoing
    revenues from the sale of renewable fuels. 



 


	 	1.5.	The
    Parties acknowledge that BIO is a U.S. public company that is not current in its filings with the Securities and Exchange
    Commission. 



 



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	2.	STATUS
    OF MOU AND ADDITIONAL AGREEMENTS:


 


	 	2.1.	This
    MOU is a binding agreement between the Parties. Following the Effective Date, the Parties shall negotiate in good faith towards
    the execution of a definitive agreement with respect to the Transactions, which shall reflect the terms and conditions herein
    (the “Definitive Agreement”). 
	 	 	 
	 	2.2.	Subject
    to the terms and conditions herein and in the Definitive Agreement, the Closing shall occur within 120 days of the Effective
    Date, subject to extension for an additional 59 days pursuant to the provisions of Section 1.1. 
	 	 	 
	 	2.3.	The
    Closing shall be contingent on the execution and delivery of the Definitive Agreement, and thereafter on BIO obtaining any
    required vote of its shareholders, and such other customary closing conditions as agreed to by the Parties in the Definitive
    Agreement. 
	 	 	 
	 	2.4.	Once
    the Definitive Agreement is executed, such Definitive Agreement will govern the relationship between the Parties in respect
    of the subjects dealt with in such Definitive Agreement and this MOU shall be of no further force or effect.
	 	 	 
	 	2.5.	Prior
    to the Closing, WPP will provide a corporate resolution approving the sale.
	 	 	 
	 	2.6.	WPP
    and BIO will agree on a mutually satisfactory indemnification in the Definitive Agreement.
	 	 	 
	 	2.7.	Other
    than as may be required by applicable law, no Party shall make any public announcements of their intent without the express
    written mutual consent and approval by each party’s counsel. Any information about a Party disclosed to another Party,
    which information could reasonably be expected to be confidential information of the disclosing Party, shall not be disclosed
    unless it becomes public information through no fault of the receiving Party, unless otherwise required by applicable law.


 


	3.	ADDITIONAL
    WPP OBLIGATIONS.



 


	 	3.1.	Following
    the Effective Date, WPP will reserve 2,500,000 WPP tokens1 in BIO’s wallet for the expenses to pay approximately
    $250,000 for all initial expenses related to legal, accounting, transfer fees, and other public company costs for BIO to get
    current in its SEC Filings. WPP can elect to pay some or all expenses, using BIO WPP Tokens, which WPP will assist BIO to
    cash in to pay for the approximate $250,000 expenses above. 



 







 



 












1
WPP will be responsible for assisting BIO to sell the Tokens for cash to pay the expenses.




 



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		3.2.	Following
                                         the Effective Date, WPP will reimburse BIO for all its operating expenses, and will also
                                         reimburse BIO for all of its legal expenses, including, without limitation, the costs
                                         of its legal counsel related to BIO’s operations following the Effective Date,
                                         this MOU and/or the Definitive Agreement and the negotiation of the same. Notwithstanding
                                         the foregoing, in the event that BIO requests, WPP shall pay directly to a provider who
                                         provides goods or services to BIO, including, without limitation, BIO’s legal counsel,
                                         all such costs as are invoiced to BIO for such goods or services, with such amounts to
                                         be paid pursuant to the terms and conditions of the invoices therefore. Any such third-party
                                         providing goods or services to BIO is an intended third-party beneficiary of this MOU
                                         and shall be entitled to enforce the provisions of this Section 3.2 as though a party
                                         hereto and a “Party” for all purposes of this MOU.



 


		3.3.	Following
                                         the Closing, WPP will apply for D&O insurance as soon as possible and obtain insurance.



 


		4.	ADDITIONAL
                                         BIO OBLIGATIONS:



 


		4.1.	At
                                         the Closing, BIO will turn over all books and records and operations to WPP.



 


		4.2.	Counsel
                                         for BIO will provide the first draft of the Definitive Agreement within two weeks of
                                         Effective Date.



 


		5.	ADDITIONAL
                                         PROVISIONS



 


		5.1.	Each
                                         Party represents and warrants that this MOU has been duly executed and delivered by such
                                         Party and constitutes the legal, valid, and binding obligation of such Party, enforceable
                                         against it in accordance with its terms except to the extent that the enforceability
                                         thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
                                         fraudulent conveyance and other similar laws of general application affecting enforcement
                                         of creditors’ rights generally and general principles of equity.



 


		5.2.	Each
                                         Party represents and warrants that there are no brokerage commissions, finder’s
                                         fees or similar fees or commissions payable by any Party in connection with the Transactions
                                         based on any agreement, arrangement or understanding with the representing Party or any
                                         action taken by the representing Party.



 


		5.3.	Each
                                         Party (the “Indemnifying Party” shall indemnify and hold the other Party
                                         and such other Party’s shareholders, members, consultants, financial advisors,
                                         legal counsel, accountants and other agents and service providers or providers of goods
                                         (collectively, the “Indemnified Parties”) against, and agree to hold each
                                         of such Indemnified Parties harmless from and against, and agree to pay and reimburse
                                         each of BioStem Indemnitees for, any and all Losses (as defined below) incurred or sustained
                                         by, or imposed upon, any Indemnified Party based upon, arising out of, with respect to
                                         or by reason of any inaccuracy in or breach of any of the representations or warranties
                                         of the Indemnifying Party contained in this MOU or any breach or non-fulfilment of any
                                         covenant, agreement or obligation to be performed by such Indemnifying Party pursuant
                                         to this MOU. For purposes herein, “Losses” means losses, damages, liabilities,
                                         deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses
                                         of whatever kind, including reasonable attorneys’ fees and the cost of enforcing
                                         any right to indemnification hereunder and the cost of pursuing any insurance providers;
                                         provided, however, that “Losses” shall not include (i) punitive damages,
                                         except in the case of fraud or to the extent actually awarded to a governmental authority
                                         or other third party or (ii) lost profits or consequential damages, in any case.



 






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		5.4.	The
                                         Parties agree that irreparable damage would occur in the event that any of the provisions
                                         of this MOU were not performed by them in accordance with the terms hereof or were otherwise
                                         breached and that each Party hereto shall be entitled to an injunction or injunctions,
                                         specific performance and other equitable relief to prevent breaches of the provisions
                                         hereof and to enforce specifically the terms and provisions hereof, without the proof
                                         of actual damages, in addition to any other remedy to which they are entitled at law
                                         or in equity. Each Party agrees to waive any requirement for the security or posting
                                         of any bond in connection with any such equitable remedy, and agrees that it will not
                                         oppose the granting of an injunction, specific performance or other equitable relief
                                         on the basis that (a) the other Party has an adequate remedy at law, or (b) an award
                                         of specific performance is not an appropriate remedy for any reason at law or equity.



 


		5.5.	If
                                         this MOU is not terminated sooner or extended by mutual written agreement of the Parties,
                                         this MOU will terminate automatically upon the first to occur of (i) the Closing, (ii)
                                         the execution of the Definitive Agreement and (iii) the date that is 120 days from the
                                         Effective Date (subject to extension for an additional period of 59 days pursuant to
                                         the provisions of 1.1), provided that no expiration or termination of this MOU shall
                                         affect the liability of a Party for any breach or default hereunder occurring prior to
                                         such expiration or termination.



 


		6.	Notice
                                         / Correspondence contract information: Any notice or other communication required
                                         or permitted under this MOU shall be in writing and shall be deemed to have been duly
                                         given and (i) immediately if served by personal delivery upon the Party for whom it is
                                         intended, (ii) upon receipt of a delivery confirmation if sent by electronic mail with
                                         return receipt requested, or (iii) three business days after dispatch if sent by certified
                                         mail, registered mail or a nationally recognized overnight carrier, to the Parties at
                                         the address as follows:



 


If
to WPP:


 


WPP
Energy GmbH


Attention:
Rafael Ben Shaya


Rue
des Bains 35, Geneva 1205. Switzerland


Email:
ceo@wppenergy.com


 






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If
to BIO:


 


BioPower
Operations Corporation


Attention:
Bonnie Nelson


2215-B,
Renaissance Drive


Las
Vegas, Nevada 89119


Email:
bonnienelson2@gmail.com


 


With
a copy, which shall not constitute notice, to:


 


Anthony
L.G., PLLC


Attn:
Laura Anthony


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
lanthony@anthonypllc.com


 


If
to CEP:


 


China
Energy Partners


Attn:
Robert Kohn and Bonnie Nelson


Via
email only:


rkohn7@gmail.com


BONNIENELSON2@gmail.com


nelsonholdings@aol.com


 


		7.	NON-CIRCUMVENTION



 


In
light of the significant effort, time and expense that each Party will incur in proceeding with due diligence and structuring
of the Transactions, from and after the full execution of this MOU through the first to occur of (1) the Closing, (2) the execution
of the Definitive Agreement, and (3) the termination or expiration of this MOU pursuant to the terms herein, unless extended by
mutual written agreement of the Parties, no Party will enter into any discussions, finalize a closing, execute any agreement committing
such Party to a closing regarding, or consider, solicit, or encourage in any way (including by way of furnishing any non-public
information concerning the business, properties, or assets of such Party), (i) a sale by such Party of its equity securities or
a sale by any of the members of management or by the members of such Party (or any of their respective affiliates) of their interests
in such Party, or (ii) a merger, consolidation, liquidation, business combination, sale of all or substantially all of the assets
of such Party, or any similar transaction involving such Party (an “Alternate Transaction”), if such Alternate Transaction,
either as a result of the signing of an agreement related thereto or if the closing thereof were to occur, would reasonably be
expected to materially and adversely affect the obligations of the Parties hereunder or the ability of any Party to consummate
the Transactions as set forth herein.


 




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		8.	CHOICE
                                         OF LAW; ETC.



 


		8.1.	This
                                         MOU shall be governed by and construed in accordance in accordance with the laws of the
                                         State of Florida USA, and any disputes arising hereunder will be adjudicated in federal
                                         and state courts located in Palm Beach County, Florida. By execution and delivery of
                                         this MOU, each Party irrevocably submits to and accepts, with respect to any such action
                                         or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts,
                                         and irrevocably waives any and all rights such Party may now or hereafter have to object
                                         to such jurisdiction.



 


		8.2.	EACH
                                         PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
                                         MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
                                         OF OR RELATING TO THIS MOU OR THE TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED ON
                                         CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
                                         AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
                                         OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
                                         AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAS BEEN INDUCED TO ENTER INTO
                                         THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
                                         SECTION 8.2.



 


		8.3.	Each
                                         of the Parties acknowledge that each has been represented in connection with the signing
                                         of the waiver in Section 8.2 by independent legal counsel selected by the respective
                                         Party and that such Party has discussed the legal consequences and import of such waiver
                                         with legal counsel. Each of the Parties further acknowledge that each has read and understands
                                         the meaning of such waiver and grants such waiver knowingly, voluntarily, without duress
                                         and only after consideration of the consequences of such waiver with legal counsel.



 


		8.4.	To
                                         the extent any dispute arises between the Parties regarding any of the subject matter
                                         hereof, the prevailing Party in any action or proceeding brought in connection therewith
                                         will be entitled to reasonable attorneys’ fees and court costs from the losing
                                         Party.



 


10.
GENERAL


 


		10.1	HEADINGS.
                                         Section headings are not to be considered a part of this MOU and are not intended to
                                         be a full and accurate description of the contents hereof.



 


		10.2	WAIVER.
                                         Waiver by one Party hereto of breach of any provision of this MOU by the other shall
                                         not operate or be construed as a continuing waiver.



 


		10.3	THIRD-PARTY
                                         BENEFICIARIES. This MOU is strictly between the Parties, and, except as specifically
                                         provided herein, no director, officer, stockholder, employee, agent, independent contractor
                                         or any other person or entity shall be deemed to be a third-party beneficiary of this
                                         MOU, provided that the Parties acknowledge and agree that, as set forth in Section 3.2,
                                         any third party providing goods or services to BIO, and any Indemnified Party as set
                                         forth in Section 5.3, are each an intended third-party beneficiary of this MOU and shall
                                         be entitled to enforce the provisions of this MOU applicable to such parties as though
                                         a party hereto and a “Party” for all purposes of this MOU.



 






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		10.4	EXPENSES.
                                         WPP will bear all expenses, including legal, accounting and professional fees, incurred
                                         in connection with the Transactions.



 


		10.5	EFFORTS.
                                         Subject to the terms and conditions herein provided, each Party shall use its commercially
                                         reasonable efforts to perform or fulfill all conditions and obligations to be performed
                                         or fulfilled by it under this MOU. Each Party also agrees that it shall use its commercially
                                         reasonable efforts to take, or cause to be taken, all actions and to do, or cause to
                                         be done, all things necessary, proper or advisable under applicable laws and regulations
                                         to consummate and make effective this MOU and the Transactions.



 


		10.6	NO
                                         ASSIGNMENT. No Party shall any of its rights under this MOU or delegate the performance
                                         of any of its duties hereunder, without the prior written consent of the other Parties.



 


		10.7	MODIFICATION
                                         OR AMENDMENT. No amendment, change or modification to this MOU shall be valid unless
                                         in writing signed by the Parties hereto.



 


		10.8	ENTIRE
                                         UNDERSTANDING. This MOU constitutes the entire understanding and agreement of the
                                         Parties, and any prior agreements, understandings, and representations either written
                                         or oral are hereby terminated and cancelled in their entirety and are of no further force
                                         and effect.



 


		10.9	COUNTERPARTS.
                                         This MOU may be executed in in multiple counterparts, each of which shall be deemed an
                                         original and all of which taken together shall be but a single instrument. The execution
                                         and delivery of a facsimile or other electronic transmission of a signature to this MOU
                                         shall constitute delivery of an executed original and shall be binding upon the person
                                         whose signature appears on the transmitted copy.



 


[Signatures
appear on following page]


 




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IN
WITNESS WHEREOF, the Parties hereto have caused this MOU to be executed by their respective officers, hereunto duly authorized,
as of the Effective Date.


 


	WPP
    ENERGY GmbH	 
	 	 	 
	By:		 
	Name:	Rafael
    Ben Shaya	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	BIOPOWER
    OPERATIONS CORPORATION	 
	 	 	 
	By:		 
	Name:	Robert
    Kohn	 
	Title:	President	 
	 	 	 
	China
    Energy Partners	 
	 	 	 
	By:		 
	Name:	Robert
    Kohn	 
	 	 	 
	By:		 
	Name:	Bonnie
    Nelson	 


 




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