SETTLEMENT
AND CONSULTANT AGREEMENT


 


Th1s
Settlement and Consultant
Agreement is entered
into this 18th
day of June,
2013 (the
"Agreement") by and between
Harmonic Energy Inc., a Nevada corporation
(the "Company") and Kouei International
Inc., a company incorporated in Antigua ("Kouc1 International").


 


RECITALS


 


W
II EREAS the
Company entered into
that certain license
purchase agreement dated
March 14, 2012
(the ''License Agreement") with Kouei
International pursuant to which
the Company acquired from Kouci
International the exclusive rights to that certain license agreement that Kouei
International has with Kouei Industries Co. Ltd. of Japan (the  "License");


 


WHEREAS
in accordance with
the lcm1s
and provisions of
the License Agreement,
the Company was
required to pay Kouci international: (i) Sl75.000
within ninety days of execution of the License
Purchase Agreement; (ii) a second payment of
$175.000 within ninety days from the first payment (the "Second Payment");
and (iii) a third and final payment
of $175.000 within ninety days from the Second Payment date (the "Third Payment");


 


WHEREAS
in further accordance
with the terms
and provisions of the License Agreement,
Kouei International shall
provide for a
two year period assistance with transactions
involving the License
and with successful implementation of
technology transfer, including engineering expertise
and participation in industry technology presentations
(the ''Consulting Services");


 


WHEREAS
on May 30,
2012, the Company
entered into that
certain extension to payment
tem1of License
Purchase Agreement of
Tyrolysis technology dated March 14, 2012
(the "Amendment to License Agreement"),
pursuant to which the Company and Kouei International agreed that the Company shall
have until June 30, 2013 to
make the Second Payment and further shall have until September 30, 2013 to make the Third Payment:


 


WHEREAS
the Company has
failed to make
the Second Payment
and Kouei International has
agreed to waive
the Second and Third
Payment;


 


WHEREAS
Kouei International bas
further agreed to
provide the Consulting
Services and further consulting
services to the
Company in consideration
for the issuance to its officers,
directors and/or employees of an aggregate
7,000,000 shares of the Company's common stock at a per share price of S0.05 in consideration,
and that such shares will be subject to an S-8 registration
statement (the “S-8 Registration Statement”).


 


AGREEMENT


 


NOW
THEREFORE, in consideration of
the recited ongoing
relationship of the
parties and the promises,
covenants and assurances provided
by and between the parties all
of which is mutually acknowledged as
good and sufficient consideration, by and between
the parties hereto, the Company and Kouei
international hereby promise, covenant and agree as
follows:


 


1.  Consultant
Services. (a) 
During the term of this Agreement,
Kouei International shall
provide consulting services
and its engineering
expertise lo the Company, including
participation in industry technology presentations, and keep the Company advised
of the nature and services performed relating
to the License
and shall further provide all personnel, equipment, labor
and other requirements reasonably
necessary to carry out its
consultant service herein.


 


(b)                
Kouei International
shall provide full
access to the
Company of its
properties, books, records,
information, technical drawings,
contacts and anything related to the License
and the License Agreement and Tyrolysis
Technology and equipment supplied by Kouei Industries
Co. Ltd.


 


(c)                 
Kouei International
shall provide the
Company and its
representative's
full access to
any personnel and
all properties. Documents,
contracts, book, records and operations
of Kouei International relating to the purchase of the License. Kouei shall furnish
the Company with copies of documents and all other information related to the License
as the Company may request.


 


(d)                 
Kouei International
shall use its
reasonable best efforts
to preserve intact
the business organization
and employees and other
business relationships.


 



    	 



    	 



    




 


2.             
Settlement
and Waiver
of Second Payment
and Third Payment.
Kouei International agrees
to release the
Company and forever discharge
any and all claims, manner of actions, whether
at law or in equity suits, judgments, debts, liens, liabilities. Demands, damages,
losses, sums of money, expenses or disputes, known or
unknown, fixed or contingent, which it now has or
may have hereafter, directly or indirectly, individually
or in any capacity against the Company,
its successors and assigns.
as well as its present or former
owners, director’s officers, stockholders, employees, agents, heirs, by reason of
any act, omission, matter, cause, or thing whatsoever, from the beginning of time to,
and including the date of the execution of
this Agreement, relating to the Second Payment and the Third Payment.


 


3.             
Consideration for
Consulting Services. The Company
shall issue to
the employees and/or
agents of Kouei
International 7,000,000 shares of
its common stock at a per share price of $0.05 (which per share price
was determined and agreed upon by the
parties on June 18. 2013). The Company further agrees that it shall
file an S-8 registration statement with the Securities and Exchange Commission
registering the 7,000.000 shares
of common stock


 


4.             
Representation by
Kouei International. Kouei
International acknowledges that (i)
S-8 shams cannot
be issued in
connection with
promotion of the
Company's shares; (ii) S-8 shares cannot be used if it or the Company controls
or directs the resale of the shares;
(iii) S-8 shares cannot be part of a capital raising-scheme or if the Company receives a share of
the proceeds of resales; (iv)
S-8 shares cannot be issued to persons who arrange reverse mergers;
and (v) S-8 shares must be issued lo natural persons 
for bona fide services to the Company.


 


5.             
Term of
the Agreement. Unless
otherwise agreed to
in writing by
the parties, this Agreement
will commence on
June 18,
2013 and continue on
for a two-year period at which date
it shall terminate (herein called the "Termination
Date.,). The Agreement may be renewed on an annual basis thereafter upon
the mutual consent of the parties.


 


6.             
Confidentiality, Non-Disclosure,
Non-Competition and Non-Circumvention.
Kouci International hereby covenants,
promises and agrees
that it will
be provided with
confidential, proprietary and valuable
information by the Company about its clients, properties, prospects and
financial circumstances from time to time
during the term of this Agreement, in order to permit Kouei International to properly, effectively
and efficiently carry out its tasks, duties
and act1vitie hereunder. However, by providing such disclosure of Confidential
Information to Kouci International, the Company relies on Kouei
International to hold such information as confidential and only disclose the same
to those parties. whether directors, officers, employees,
agents, representatives or clients and contacts of Kouei International "who need
to know", in order that Kouei International can carry
out the objects of this Agreement
as provided for herein and as communicated
as between the Company and Kouei International dung
the term of this Agreement.


 


7.             
This Agreement
shall be effective
as of June
18, 2013
and shall be
binding upon and
insure to the benefit of the parties
hereto and their respective successors.


 


	 	Harmonic Energy Inc.
	Date: June 18. 2013	By: Jamie Mann
	 	/s/ Jamie Mann
	 	 
	 	Kouei International Inc.
	Date: June 18, 2013	By: Toshimitsu Koike
	 	/s/ Tochimistu Koike


 








    	2