Exhibit
10.17 


 


SEPARATION
AND RELEASE OF CLAIMS AGREEMENT


 


THIS
SEPARATION AND RELEASE OF CLAIMS AGREEMENT (this “Agreement”) is dated as of April 28, 2014 (the “Execution
Date”), by and between Green Energy Management Services Holdings, Inc., a Delaware corporation (the “Company”),
on behalf of itself, its subsidiaries and other corporate affiliates and each of their respective employees, officers, directors,
owners, shareholders and agents (collectively referred to herein as, the “Employer Group”), and John Tabacco
(the “Executive”). The Company and the Executive are sometimes collectively referred to herein as the “Parties.”


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Executive
hereby agree as follows:


 


1.           The
Executive’s Separation. (a) The Executive’s employment with, and membership on the board of directors of, the
Company will terminate effective as of the business day immediately following the date that the Company files its Annual Report
on Form 10-K for the fiscal year ended December 31, 2013 with the Securities and Exchange Commission (the “Separation
Date”). After the Separation Date, the Executive will not represent himself as being an employee, officer or a director
of the Company for any purpose. Except as otherwise set forth in this Agreement, the Separation Date will be the employment and
directorship termination date for the Executive for all purposes, meaning the Executive will no longer be entitled to any further
compensation, monies or other benefits from the Company, including coverage under any benefits plans or programs sponsored by
the Company. The Executive hereby resigns, effective as of the Separation Date, all positions, titles, duties, authorities and
responsibilities with, arising out of or relating to his employment with, or as a member of the board of directors of, the Company
and any subsidiaries and affiliates and agrees to execute any and all additional documents and take such further steps as may
be required to effectuate such resignation.


 


(b)         The
Executive shall provide his resignation (attached hereto as Exhibit A) on the date hereof which shall become automatically
effective as of 9:00am EST on the Separation Date (the “Effective Time”).


 


2.           Certain
Consideration. The Executive acknowledges that he will receive through and including the Separation Date, less applicable
withholdings, solely the Consideration set forth on Exhibit B attached hereto (the “Consideration”),
in consideration for the Executive’s execution, non-revocation of, and compliance with this Agreement, including the Company
Release (as defined below in Section 3(a)(i)). The Executive further acknowledges no entitlement to any additional payments, benefits
or consideration not specifically referenced herein and shall receive no compensation, benefits or any other consideration for
his service on the board of directors of the Company through and including the Separation Date.


 


3.          Release.


 


(a)        (i)         For
and in consideration of the receipt of the Consideration and promises set forth in this Agreement, the Executive, for the Executive,
the Executive’s marital community and children, the Executive’s heirs, beneficiaries, devisees, executors, administrators,
attorneys, personal representatives, successors and assigns, hereby forever releases and discharges the Company and any of its
divisions, affiliates, subsidiaries, parents, predecessors, successors, assigns, and, with respect to such entities, their officers,
directors, managers, members, employees, agents, stockholders, administrators, general or limited partners, representatives, attorneys,
insurers and fiduciaries, past, present and future (collectively, the “Company Released Parties”) from
any and all claims of any kind arising out of, or related to, his employment and separation from employment with the Company,
its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), which the Executive
now has or may have against the Company Released Parties, whether known or unknown to the Executive, and whether vicarious, derivative,
or direct (the “Company Release”). Such released claims include, without limitation, any and all claims
arising under federal, state or local laws pertaining to employment, including, without limitation, Title VII of the Civil Rights
Act of 1964, as amended, 42 U.S.C. Section 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. 621 et seq. (“ADEA”),
the Older Workers Benefit Protection Act, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et seq., the Americans
with Disabilities Act, as amended, 42 U.S.C. Section 12101 et seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C.
Section 1981 et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et seq., the Family and Medical Leave
Act of 1992, 29 U.S.C. Section 2601 et seq., and any and all other federal, state or local laws regarding employment discrimination
and/or federal, state, or local laws of any type or description regarding employment, including, but not limited to, any claims
arising from or derivative of the Executive’s employment and separation from employment with the Affiliated Entities, as
well as any and all such claims under state contract or tort law, and including any claim for attorneys’ fees. Notwithstanding
anything else herein to the contrary, this Section 3(a)(i) shall not affect and does not release: (x) any claims that cannot be
waived by applicable law or (y) rights to indemnification or liability insurance coverage the Executive may have under the Certification
of Incorporation and the Bylaws of the Company, or applicable law.


 






    	 



    	 



    

 


(ii)        For
and in consideration of the Executive signing this Agreement, the Company and for its Company Released Parties, hereby forever
releases and discharges the Executive, the Executive’s marital community and his children, heirs, beneficiaries, devisees,
executors, administrators, attorneys, personal representatives, successors and assigns, (collectively, the “Executive
Released Parties” and together with the Company Release Parties, the “Release Parties”) from any
and all claims of any kind arising out of, or related to, the Executive’s employment and separation from employment with
the Company, its affiliates and subsidiaries, which the Company now has or may have against the Executive Released Parties, whether
known or unknown to the Company, and whether vicarious, derivative, or direct (the “Executive Release” and
together with the Company Release, the “Release”). Such released claims include, without limitation, any and
all claims arising from or derivative of the Executive’s employment and separation from employment with the Affiliated Entities,
as well as any and all such claims under state contract or tort law, and including any claim for attorneys’ fees. Notwithstanding
anything else herein to the contrary, this Section 3(a)(ii) shall not affect and does not release: (x) any claims that cannot
be waived by applicable law or (y) any claims resulting from any conduct of the Executive which constitutes fraud. The Company
reserves its right to enforce this Agreement. 


 


(b)         Each
of the Parties hereby represents that such Party has not filed or commenced any proceeding regarding the claims and matters discussed
in Section 3(a).


 


(c)         For
the purpose of implementing a full and complete release and discharge of the Released Parties, each Party expressly acknowledges
that the Release is intended to include in its effect, without limitation, all claims or other matters described in Section 3(a)
that such Party does not know or suspect to exist in its or his favor (as applicable) at the time of execution hereof or upon
the termination of the Executive’s employment hereunder, and that the Release contemplates the extinguishment of any and
all such claims or other such matters. The Released Parties who are not parties to this Agreement are third-party beneficiaries
of the Release and are entitled to enforce its provisions.


 


(d)         The
Executive warrants that no promise or inducement has been offered for the Company Release other than as set forth herein and that
the Company Release is executed without reliance upon any other promises or representations, oral or written. Any modification
of the Company Release must be made in writing and be signed by the Executive and the Company.


 


(e)          If
any provision of the Release or compliance by the Executive or the Company with any provision of the Release constitutes a violation
of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable
or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and
such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision,
to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of
the Release, which provisions will remain binding on both the Executive and the Company. The Release is governed by, and construed
and interpreted in accordance with the laws of the State of New York, without regard to principles of conflicts of law. The Release
represents the entire understanding of the Parties with respect to the subject matter herein, and no oral representations have
been made or relied upon by the Parties.


 


(f)          The
Executive acknowledges and agrees that he forever waives any right to recover, and will not request or accept, anything of value
from any of the Company Released Parties as compensation or damages growing out of, resulting from, or connected in any way with
his employment or the ending of his employment with the Company, the employment practices of the Company, or with any other act,
conduct, or omission of any of the Company Released Parties, other than as specifically set out in this Agreement, whether sought
directly by him or by any administrative agency or other public authority, individual, or group of individuals on his behalf.


 






    	2



    	 



    

  


4.           Further
Promises, Undertakings, and Acknowledgements of the Executive.


 


(a)          Return
of Company Property. As of the Separation Date, the Executive shall promptly return to David Selig, the Company’s Chief
Financial Officer, on behalf of the Company, in good and working condition all property of the Company or any of the other Company
Released Parties in his possession, custody, or control, including without limitation: (i) physical property, such as Company-provided
equipment, computer and related equipment, credit card(s), key(s), or identification or access card(s) or badge(s); (ii) access
codes or passwords to the Company’s information or security systems; and (iii) all Confidential Information (as defined
below) and other physical or electronic documents concerning the business or operations of the Company or any of the other Company
Released Parties.


 


(b)         Removal
of Personal Property. The Executive acknowledges that he will have removed all of his personal property from the Company’s
offices as of the Separation Date.


 


(c)          Confidentiality.


 


(i)         The
Executive understands and acknowledges that during the course of his employment by the Company, he had access to and learned about
confidential, secret and proprietary documents, materials and other information, in tangible and intangible form, of and relating
to the Employer Group and its businesses and existing and prospective customers, suppliers, investors and other associated third
parties (collectively, “Confidential Information”). The Executive further understands and acknowledges that
this Confidential Information and the Company’s ability to reserve it for the exclusive knowledge and use of the Employer
Group is of great competitive importance and commercial value to the Company, and that improper use or disclosure of the Confidential
Information by the Executive might cause the Company to incur financial costs, loss of business advantage, liability under confidentiality
agreements with third parties, civil damages and criminal penalties.


 


(ii)        For
purposes of this Agreement, the term “Confidential Information” includes, but is not limited to, all information not
generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to:
business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies,
techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations,
know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process,
databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial
information, results, accounting information, accounting records, legal information, marketing information, advertising information,
pricing information, credit information, design information, payroll information, staffing information, personnel information,
employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings,
sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs,
styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries,
experimental processes, experimental results, specifications, customer information, customer lists, client information, client
lists, manufacturing information, factory lists, distributor lists, and buyer lists of the Employer Group or its businesses or
any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that
has entrusted information to the Company in confidence.


 


(iii)       The
Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information
that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to
be confidential or proprietary in the context and circumstances in which the information is known or used.


 


(iv)       The
Executive understands and agrees that Confidential Information developed by him in the course of his employment by the Company
is subject to the terms and conditions of this Agreement as if the Company furnished the same Confidential Information to the
Executive in the first instance. Confidential Information shall not include information that is generally available to and known
by the public at the time of disclosure to the Executive, provided that such disclosure is through no direct or indirect fault
of the Executive or person(s) acting on the Executive’s behalf.


 






    	3



    	 



    

 


(v)        Disclosure
and Use Restrictions. The Executive agrees and covenants: (A) to treat all Confidential Information as strictly confidential;
(B) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be
disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever; and (C) not to access
or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential
Information, or remove any such documents, records, files, media or other resources from the premises or control of the Employer
Group, except as required in the performance of any of the Executive’s remaining authorized duties or with the prior consent
of the company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties
or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information (x) as may be required by applicable
law or regulation, (y) pursuant to the valid order of a court of competent jurisdiction or an authorized government agency or
(z) to the extent the Executive needs to disclose the Confidential Information in order to secure the opportunities for the Company
discussed in Exhibit B attached hereto; provided that in the case of clause (x) and (y) the disclosure does not exceed
the extent of disclosure required by such law, regulation or order; provided, further, that in the case of clause (z) only to
the extent such disclosure is required by other parties to secure such opportunities. The Executive shall promptly provide written
notice of any such required disclosure to the Company.


 


(vi)       Duration
of Confidentiality Obligations. The Executive understands and acknowledges that his obligations under this Agreement with
regard to any particular Confidential Information shall commence immediately and shall continue during and after his employment
by the Company for ten (10) years from the Separation Date; provided, however, that the Executive’s obligations with respect
to any trade secrets shall continue beyond ten (10) years for so long as such information remains a trade secret under applicable
law.


 


(d)         Non-Disparagement.


 


(i)         The
Executive agrees not to express any statements, written or verbal, or cause or encourage others to make any derogatory or damaging
statements, written or verbal, that in any way interfere with their existing or prospective business relationships, or defame
or disparage the personal or business reputation, practices or conduct of the Company, the Company Released Parties, the Affiliated
Entities and any of their members, managers, directors, owners, employees, officers, family members, representatives and attorneys.
Furthermore, the Executive will not represent himself as being an employee, officer, agent or representative or a director of
the Company, its subsidiaries or product lines, for any purpose. The Executive understands and acknowledges that this Section
4(d) is a material inducement to the making of this Agreement and that he violates the terms of this Section 4(d), any unvested
Warrants (as defined in Exhibit B) shall be immediately forfeited and the Company and the Employer Group will be entitled
to pursue any other legal and equitable remedies, including without limitation, the right to recover damages (including but not
limited to any amounts paid and/or owing under this Agreement) and to seek injunctive relief.


 


(ii)        This
Section 4(e) does not, in any way, restrict or impede the Executive from complying with any applicable law or regulation or a
valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed
that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the company.


 


5.          
Knowing and Voluntary Acknowledgement. The Executive specifically agrees and acknowledges that: (a) the Executive has read
this Agreement in its entirety and understands all of its terms, including the Company Release; (b) the Executive has been advised
of and has availed himself of his right to consult with his attorney prior to executing this Agreement; (c) the Executive knowingly,
freely and voluntarily assents to all of its terms and conditions including, without limitation, the waiver, release and covenants
contained herein; (d) the Executive is executing this Agreement, including the waiver and release, in exchange for good and valuable
consideration in addition to anything of value to which he is otherwise entitled; (e) the Executive is not waiving or releasing
rights or claims that may arise after his execution of this Agreement; and that (f) the Company Release in this Agreement is being
requested in connection with the cessation of his employment and directorship with the Company.


 






    	4



    	 



    

 


6.           Restrictive
Covenant Remedies. In the event of a breach or threatened breach by the Executive of any of the provisions of this Agreement,
the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies,
a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent
jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and
without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not
in lieu of, legal remedies, monetary damages or other available forms of relief. Furthermore, any breach of Sections 4(c) or 4(d)
by the Executive, shall result in the immediate forfeiture of the Executive’s right, title and interest in and to all unvested
Warrants.


 


7.           Non-Disparagement
of the Executive. The Company agrees that, for a period of twenty-four (24) months from the Separation Date, it shall direct
its executive officers and directors that, either on behalf of the Company or in their personal capacity, they will not make (a)
any public statement that disparages or demeans the services, ability, business ethics or conduct of the Executive; or (b) any
public comments or statements detrimental to the interests of the Executive other than in the course of lawful competition with
the Executive or as otherwise permitted by law. This Section 7 does not, in any way, restrict or impede the Company or its executive
officers and directors from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency; provided that such compliance does not exceed that required by the law, regulation, or order.


 


8.           Successors
and Assigns.


 


(a)         Assignment
by the Company. The Company may assign this Agreement to any subsidiary or corporate affiliate in the Employer Group or otherwise,
or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Company. This Agreement shall inure to the benefit of the Employer Group and permitted successors
and assigns.


 


(b)         No
Assignment by the Executive. The Executive may not assign this Agreement or any part hereof. Any purported assignment by the
Executive shall be null and void from the initial date of purported assignment.


 


9.           Governing
Law; Jurisdiction; Venue; and Waiver of Jury Trial. This Agreement, for all purposes, shall be construed in accordance with
the laws of the State of New York without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties
to enforce this Agreement shall be brought only in any state or federal court located in New Castle County, Delaware. The Parties
hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance
of any such action or proceeding in such venue. The Parties irrevocably waive the right to trial by jury and agree not to ask
for a jury in any such proceeding.


 


10.         Entire
Agreement. Unless specifically provided herein, this Agreement, together with all of its exhibits, contains all the understandings
and representations between the Executive and the Employer Group pertaining to the subject matter hereof and supersedes all prior
and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject
matter. The Parties mutually agree that the Agreement, together with all of its exhibits, can be specifically enforced in court
and can be cited as evidence in legal proceedings alleging breach of the Agreement.


 


11.         Modification
and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in
writing and signed by the Executive and by a director of the Company designated by the board of directors of the Company as the
authorized signatory for this Agreement. No waiver by either of the Parties of any breach by the other party hereto of any condition
or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar
provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties
in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof
or the exercise of any other such right, power or privilege.


 


12.         Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if
any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of
the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification
to become a part hereof and treated as though originally set forth in this Agreement.


 






    	5



    	 



    

 


The
Parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement
in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision,
deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications
as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted
by law.


 


The
Parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of
them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision
or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had not been set forth herein.


 


13.         Confidentiality.
Except as provided with respect to each party’s respective directors, officers, principals, advisors, financing sources,
co-investors and other related representatives, as set forth herein or except as may be required by law, each Party will not directly
or indirectly publish, disseminate or otherwise disclose, deliver or make available to any person, entity or other third party,
without the prior written consent of the other Party, any of the following information (a) this Agreement, (b) any discussions
between the Parties relating to Executive’s prior and/or future role with the Company and (c) any discussions between the
Parties relating to the existence of the Agreement or its terms.


 


14.         Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


15.         Counterparts.
This Agreement may be executed in one or more counterparts (which may be delivered by electronic transmission or via pdf, with
the same effect as an original counterpart), each of which shall be deemed an original, but which together shall constitute a
fully executed Agreement.


 


16.         Tolling.
Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue
will run from the first date on which the Executive ceases to be in violation of such obligation.


 


17.         Attorneys’
Fees. Should the Executive breach any of the terms of the restrictive covenants obligations referenced herein, to the extent
authorized by state law, the Executive will be responsible for payment of all reasonable attorneys’ fees and costs that
the Company incurred in the course of enforcing the terms of the Agreement, including demonstrating the existence of a breach
and any other contract enforcement efforts.


 


18.         Acknowledgment
of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO
THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY
OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HIS SIGNATURE BELOW IS AN AGREEMENT TO RELEASE
THE COMPANY FROM ANY AND ALL CLAIMS.


 


[Signature
Page Follows] 


 









    	6



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date.


 


	 	GREEN
    ENERGY MANAGEMENT SERVICES HOLDINGS, INC.
	 	 
	 	By:	/s/
    Ronal Ulfers, Jr.
	 	 	Name:
                                         Ronald Ulfers, Jr.

        Title:
        Authorized Signatory



 


	 	EXECUTIVE

	 	 
	 	/s/
    John Tabacco
	 	Name:
                                         John Tabacco



 


Signature
Page to the Separation and Release of Claims Agreement


 






    	7



    	 



    

 


EXHIBIT
A


 


April
28, 2014


 


Green
Energy Management Services Holdings, Inc.


450
7th Ave, 39th Floor


New
York, NY 10123


Attention:
Board of Directors


 


Dear
Members of the Board of Directors:


 


I
would like to notify you of my intent to resign effective as of the Effective Time (as defined in the Separation and Release of
Claims Agreement, dated as of the date hereof, by and between the undersigned and Green Energy Management Services Holdings, Inc.
(the “Company”)) from all my positions as an officer, employee and a director of the Company and its subsidiaries.


 


My
resignation is not due to any disagreements as to any matter relating to the Company’s operations, policies or practices
or otherwise, between the Company and me relative to this decision.


 





	 	Sincerely,
	 	

	 	/s/
    John Tabacco
	 	John Tabacco







 






    	 



    	 



    

 


EXHIBIT
B


 


In
consideration for the Executive’s execution, non-revocation of, and compliance with the Agreement, including the Release,
the Executive acknowledges that he will receive through and including the Separation Date, less applicable withholdings, solely
the following consideration:


 


		1.	Effective
                                         as of the Separation Date, the Executive shall receive warrants to purchase 2,000,000
                                         restricted shares (collectively, the “Warrants”) of the Company’s common
                                         stock, $0.0001 par value per share (the “Common Stock”), at an exercise price
                                         of $0.05 per share; provided that the Warrants shall vest as provided herein. All warrants
                                         will be in the customary standard form. The Warrants shall be deposited into escrow with
                                         the Company’s counsel, Foley Shechter, LLP, attention Sasha Ablovatskiy, Esq.,
                                         and shall be subject to vesting conditions as set forth below. Notwithstanding anything
                                         to the contrary in the Agreement, the maximum aggregate amount of Warrants that the Executive
                                         may receive under the Agreement shall not exceed 2,000,000.



 


		2.	In
                                         the event the Executive is able to provide the Company by December 31, 2014 a non-binding
                                         letter of intent (the “LoI”) evidencing a potential opportunity for the Company
                                         to acquire, merge or otherwise combine with a target engaged in the business (and industry)
                                         of the type which the Company and the Executive are currently examining (the “Opportunity”),
                                         the first 1,000,000 Warrants shall fully vest and be released to the Executive; provided
                                         further that any such target must have a dual license to lawfully conduct all of the
                                         business activities of the type that the Company and the Executive are currently considering
                                         for such Opportunity (i.e., the target must have secured all necessary licenses, permits
                                         and consents to continue to conduct its business in the manner that it is being currently
                                         conducted).



 


		3.	In
                                         the event the Company consummates the Opportunity pursuant to the LoI within six (6)
                                         months of the date of the LoI, the second 1,000,000 Warrants shall fully vest and be
                                         released to the Executive.



 


		4.	If
                                         the Swiss Re opportunity that the Company and the Executive have discussed (the “Swiss
                                         Re Opportunity”) closes by the end of the third quarter 2014, resulting in the
                                         Company receiving a net profit of at least $35,000 from such opportunity, the second
                                         1,000,000 Warrants shall fully vest and be released to the Executive when such profit
                                         is received by the Company.



 


		5.	If
                                         Swiss Re Opportunity does not close by the end the third quarter 2014, then the Executive
                                         may present to the Company a lighting or a SP1000 opportunity resulting in the Company
                                         receiving a net profit of at least $35,000 from such opportunity by the end of the third
                                         quarter 2014. If and when the Company receives such net profit of at least $35,000 from
                                         such opportunity, the second 1,000,000 Warrants shall fully vest and be released to the
                                         Executive.



 


		6.	The
    Company may enter in the future into one or more formal consulting agreements with the Executive for any other future opportunities
    on a deal by deal basis, with the terms of such agreements to be mutually agreed to between the Company and the Executive;
    provided that the Executive shall be entitled to receive a consulting fee equal to at least 10% of the net profits that the
    Company receives from any such deal. The Executive acknowledges that the Company’s acceptance of any such consulting
    agreement shall be subject to the approval of the board of directors of the Company. 




 


		7.	Executive
    will receive one final payment of $6,000 within one (1) business day of the later of (i) date of the Agreement and (ii) the
    date that the Company’s board of directors approves the Agreement. 




 






    	 



    	 



    

 


AMENDMENT
NO. 1 TO THE SEPARATION AND RELEASE OF CLAIMS AGREEMENT, DATED AS


OF
APRIL 28, 2014 (THE “AGREEMENT”)


 


This
Amendment No. 1 (this “Amendment”) to the Separation and Release of Claims Agreement, dated as of April 28, 2014 (the
“Agreement”), is entered into by and between Green Energy Management Services Holdings, Inc., a Delaware corporation
(the “Company”), and John Tabacco (the “Executive”). Unless otherwise defined herein, capitalized terms
used in this Amendment shall have the meaning given to them in the Agreement.


 


NOW,
THEREFORE, in consideration of the Parties continuing to have certain discussions related to the Company and its business
and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:


 


		1.	The
                                         first sentence of Section 1(a) of the Agreement is amended to read as follows:
	 	 	 
	 	 	“The
                                         Executive’s employment with, and membership on the board of directors of, the Company
                                         will terminate effective as of Wednesday, May 21, 2014 (the “Separation Date”).”



 








	 	2.	Section
    1(b) of the Agreement is amended and restated to read as follows:
	 	 	 
	 	 	“The
    Executive shall provide his resignation (attached hereto as Exhibit A) on the date hereof which shall become automatically
    effective as of 5:30pm EST on the Separation Date (the “Effective Time”).”
	 	 	 
	 	IN
    WITNESS WHEREOF, this Amendment has been executed by the Company as of May 13, 2014.







 





	 	GREEN
    ENERGY MANAGEMENT SERVICES HOLDINGS, INC.
	 	 	 
	 	By:	/s/
    Ronald Ulfers, Jr.
	 	Name:	Ronald
    Ulfers, Jr.
	 	Title:	Authorized
    Signatory
	 	
	
	 	ACCEPTED
    AND AGREED:
	 	 
	 	 EXECUTIVE:
	 	 	 
	 	/s/
    John Tabacco
	 	Name:
    John Tabacco










 









    	 



    	 



    

 


AMENDMENT
NO. 2 TO THE SEPARATION AND RELEASE OF CLAIMS AGREEMENT, DATED AS


OF
APRIL 28, 2014


 


This
Amendment No. 2 (this “Amendment”) to the Separation and Release of Claims Agreement, dated as of April 28, 2014,
as amended on May 13, 2014 (as amended, the “Agreement”), is entered into by and between Green Energy Management Services
Holdings, Inc., a Delaware corporation (the “Company”), and John Tabacco (the “Executive”). Unless otherwise
defined herein, capitalized terms used in this Amendment shall have the meaning given to them in the Agreement.


 


NOW,
THEREFORE, in consideration of the Parties continuing to have certain discussions related to the Company and its business
and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:


 


		1.	The
                                         first sentence of Section 1(a) of the Agreement is amended to read as follows:
	 	 	 
	 	 	“The
                                         Executive’s employment with, and membership on the board of directors of, the Company
                                         will terminate effective as of Friday, May 23, 2014 (the “Separation Date”).”



 





	 	2.	Section
    1(b) of the Agreement is amended and restated to read as follows:
	 	 	 
	 	 	“The
    Executive shall provide his resignation (attached hereto as Exhibit A) on the date hereof which shall become automatically
    effective as of 7:30pm EST on the Separation Date (the “Effective Time”).”
	 	 	 
	 	IN
    WITNESS WHEREOF, this Amendment has been executed by the Company as of May 21, 2014.







 





	 	GREEN
    ENERGY MANAGEMENT SERVICES HOLDINGS, INC.
	 	 	 
	 	By:	/s/
    Ronald Ulfers, Jr.
	 	Name:	Ronald
    Ulfers, Jr.
	 	Title:	Authorized
    Signatory
	 	
	
	 	ACCEPTED
    AND AGREED:
	 	 
	 	 EXECUTIVE:
	 	 	 
	 	/s/
    John Tabacco
	 	Name:
    John Tabacco