Management
AND Operations Agreement


 


THIS
MANAGEMENT AND OPERATIONS AGREEMENT (“Agreement”) is entered into as of the date last written below, yet is
effective for all purposes as of October 24, 2014 between BIOPOWER OPERATIONS CORPORATION, a Nevada corporation (“BioPower”),
on the one hand, and GREEN3POWER HOLDINGS COMPANY., a Delaware corporation (“G3P Holdings”), GREEN3POWER OPERATIONS,
INC., a Delaware corporation (“G3P Operations”), GREEN3POWER INTERNATIONAL COMPANY, LTD., an international
business corporation existing under the laws of the Federation of Nevis (“G3P International”; along with G3P
Holdings and G3P Operations, collectively, the “G3P Entities”). This Agreement is entered into incident to
the consummation by BioPower and G3P Holding, and certain of their affiliates, of the transactions documented under that certain
SHARE EXCHANGE AGREEMENT of even date hereof (the “SEA”); consequently, any capitalized term herein that is
not independently defined shall be ascribed its meaning under the SEA.


 


Recitals:


 


1.
 Incident to the closing of the SEA, the persons previously holding 100% of the equity interests in G3P Holdings exchanged
all their equity interests in G3P Holdings for common and preferred capital stock in BioPower, and, thereupon, G3P Holdings became
a 100% owned subsidiary of BioPower;


 


2. G3P
Operations and G3P International were and continue to be 100% owned subsidiaries of G3P Holdings; hence, they, become sub-subsidiaries
of BioPower;


 


3. Notwithstanding
the parent-subsidiary relationship of BioPower as to G3P Holdings resulting through the consummation of the SEA, part of the basis
for the parties’ bargain thereunder was post-closing there would be available certain degrees of earned independence in
the management of the G3P Entities upon the realization of certain financial benchmarks, as well as the possibility of engaging
in certain joint venture undertakings as between BioPower and one or more the G3P Entities designed to result in a priority financial
benefit them through the articulated departure from certain elements of the conventional subsidiary-to-parent pass-through, effectuated
through those joint ventures; and


 


4. The
parties desire to further memorialize the aforesaid arrangements in this Agreement.


 


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


 


Article
I


Agreements
of the Parties


 


1.1 G3P
Entities’ Conditional Managerial Independence.  The board of directors of G3P Holdings and the other G3P Entities’
boards of directors shall be authorized to expend and invest, on a consolidated basis, net GAAP income as such amounts are required
for the growth of the business to produce greater profits, after tax and interest and reduced by any dividends or interest paid
on the intended Convertible Preferred Stock or Debenture financing in the event that the said amount exceeds TWENTY-FIVE MILLION
DOLLARS ($25,000,000) during the EIGHTEEN (18) months subsequent to the Effective Date, with the G3P Entities’ boards or
directors reserving the discretion to reasonably modify or amend said amount.


 




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1.2 Restriction
on Acquisitive Corporate Transactions.  The G3P Entities shall be required to obtain authorization by the BioPower board
of directors to engage in any acquisitive corporate transaction of any nature whatsoever. The G3P Entities Agree that in any case
in which the BioPower board of directors has authorized any acquisitive corporate transaction it will comply with such due diligence
processes as may be specified by that body.


 


1.3
Limit on G3P Entity Expenditures and Investment. The G3P Entities shall not expend amounts or incur debt in excess of the
$25 million amount budgeted for the first EIGHTEEN (18) months from the Effective Date, unless expenditures or investments in
excess of said amount are out of organically generated GAAP net operating income, as reduced by federal income tax, interest and
any dividends paid for the intended Convertible Preferred Stock financing.


 


1.4 Prohibition
on Affiliation with Felons and Disqualified Parties. The G3P Entities shall not enter into any joint venture or contract
with any party comprised of persons who are known felons or persons who have been disqualified by the engineering board.


 


1.5
Compliance with Laws. The G3P Entities shall comply with all applicable law, including the Foreign Corrupt Practices Act
and any analogues thereto.


 


1.6 Reserve
for Convertible Preferred Stock Dividends.  G3P will place a reserve with BioPower equaling no less than two (2) years
of dividends or interest for any capital financing of up to $25,000,000 before any expenditures from such financing or from GAAP
profits earned.


 


1.7 Accounting
and Treasury Functions Vested in BioPower. BioPower hereby reserves sole authority, and the G3P Entities hereby expressly
acknowledge and agree to comply, to perform all accounting and treasury functions respective to the G3P Entities.


 


1.8 Agreement
Regarding Overtures for Joint Ventures. The Parties agree that BioPower may from time to time present future proposals to
pursue projects with one or more of the G3P Entities, and in any case in which any said one or more G3P Entity will do business
with BioPower in respect of such one or more circumstances, the parties hereby agree that any of same would be conducted as joint
ventures in separate entities wherein profits derived therefrom would be divided by the joint venture parties on a 50%/50% basis.


 


ARTICLE
II


MISCELLANEOUS


 


2.1 Governing
Law. This Agreement shall be governed by, enforced,
and construed under and in accordance with the laws of the State of Florida, without giving effect to the principles of conflicts
of law thereunder. Each of the parties irrevocably consents and agrees that any controversy arising under and in connection with
this Agreement and the transactions documented herein are to be submitted to mediation by the boards of directors of BioPower
and G3P Holdings which shall be conducted in good faith to a equitable settlement. Failing resolution of any such controversy
as aforesaid, doctrines of conventional corporate governance under Chapter 607, Florida Statutes and BioPower’s governing
documents shall be invoked to bring about a final lawful resolution.


 




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2.2 Notices.
Any notice or other communications required or permitted hereunder shall be in writing
and shall be sufficiently given if personally delivered to it or sent by overnight courier or registered mail or certified mail,
addressed as follows:


 


If
to G3P Holdings, to:


 


Dr.
Neil Williams, Chief Executive Officer


Designee
of the G3P Shareholders


1000
Corporate Drive, Suite 200


Ft.
Lauderdale, FL 33334


nwilliams@green3power.com


 


If
to BioPower, to:


 


Robert
Kohn, Chairman CEO


BioPower
Operations Corporation


1000
Corporate Drive, Suite 200


Ft.
Lauderdale, FL 33334


rkohn@biopowercorp.com


 



or
such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice
or communication shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch,
if sent by overnight courier and signed for, and (iii) three (3) days after mailing, if sent by registered or certified mail and
signed for.


 


2.3
Entire Agreement. This Agreement represents the entire agreement between the parties relating
to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect
to such subject matter.


 


2.4 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.


 


2.5
Amendment or Waiver. Every right and remedy provided herein shall be cumulative with
every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no
waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may by amended
by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit
the provision is intended.


 


2.6
Best Efforts. Subject to the terms and conditions herein provided, each party of the
G3P Entities and BioPower shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled
by it under this Agreement so that the transactions contemplated in accordance with the spirit hereof and consistent with the
relevant sections of the SEA. Each party of the G3P Entities and the Company also agrees that it shall use its best 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 Agreement and the transactions contemplated herein.


 




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2.7 Further
Assurances. From time to time, as and when reasonably requested by any party hereto after the Closing, the other Parties
will (at the expense of the requesting Party) execute and deliver, or cause to be executed and delivered, all such documents,
instruments and consents and will use reasonable efforts to take all such action as may be reasonably requested or necessary to
carry out the intent and purposes of this Agreement.


 


 2.8 Advice
of Counsel. Each party to this Agreement represents and warrants to each other party that such party has read and fully understands
the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement
based upon such party’s own judgment and advice of independent legal counsel.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be as of the date last below written.


 


	 	THE COMPANY:
	 	 
	 	BIOPOWER OPERATIONS CORPORATION,
	 	a Nevada corporation
	 	 	 
	 	By:	/s/ Robert
    Kohn
	 	 	Robert Kohn, President
	 	 	 
	 	Date:	______________
	 	 	 
	 	G3P ENTITIES:
	 	 
	 	GREEN3POWER HOLDINGS COMPANY,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Neil Williams
	 	 	Neil Williams, President
	 	 	 
	 	Date:	______________
	 	 	 
	 	GREEN3POWER OPERATIONS INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Neil Williams
	 	 	Neil Williams, President
	 	 	 
	 	Date:	______________
	 	 	 
	 	GREEN3POWER INTERNATIONAL COMPANY, LTD, 

an International business corporation organized under the laws of the Federation of Nevis
	 	 	 
	 	By:	/s/ Neil Williams
	 	 	Neil Williams, President
	 	 	 
	 	Date:	______________



 



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