Exhibit 10.2


 


AMENDMENT-II
to CONSULTING AGREEMENT


 


THIS
AGREEMENT with effect as of and from the 1st day of July, 2022 (the “Effective Date”).


 


BETWEEN:


 


RAINMAKER
WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as “RAIN”)


 


-
and -


 


2752128
ONTARIO LTD., a corporation incorporated pursuant to the laws of the Province of Ontario (hereinafter referred to as the “Consultant”)


 





 



 


PREAMBLE


 


WHEREAS
RAIN is extending the term of the original contract and adjusting the position and the fees for the services of Consultant as per
the Consulting Agreement dated March 1, 2020 and . For the avoidance of doubt the Consultant is now filling the role of Executive Vice
President of Finance.


 


AND
WHEREAS RAIN and the Consultant have agreed to the following modified conditions;


 


1.01 Definitions:
Whenever used in this Agreement and in any Schedule hereto, the following terms shall have the following meanings:


 


	 	(a)	“Agreement”
    means the Consulting Agreement dated March 1, 2020 (“Original Agreement”) and all Amendments and Schedules attached
    thereto;
	 	 	 
	 	(b)	“Board”
    shall mean the board of directors of RAIN as constituted from time to time;
	 	 	 
	 	(c)	“Effective
    Date” shall be the date listed above; and
	 	 	 
	 	(d)	“Representatives”
    means Kelly White (“White”).


 


2.01
Modification to Agreement:


 


	 	a)	This
    agreement redefines the term of the original contract (2.01) to three (3) years from the Effective Date defined above.
	 	 	 
	 	b)	The
    compensation is US$15,500. For any consulting amounts unpaid on the due date (1st of the month) the Consultant will accrue
    interest at 10% per annum and have the right to exchange unpaid amounts for shares at 80% of the thirty (30) day trading average.
	 	 	 
	 	c)	The
    job description with increased responsibilities is as reflected in Attachment - 1.
	 	 	 
	 	d)	Stock
    options of 2,500,000 options to purchase shares of Common Stock at an exercise price of $0.10 effective the date of this amendment.
    The 500,000 options shall vest upon signing of this agreement and the remainder vesting equally over 12 months. The term of the Stock
    Options shall be five (5) years.


 




    	 



    	 



    

 


3.01
Notices: All notices and other communications required or permitted to be given under this Agreement shall be made by e-mail,
hand-delivery, first-class prepaid registered mail (with acknowledgment of receipt card), facsimile or overnight air courier guaranteeing
next day delivery as follows:


 


	 	(a)	if
    to RAIN:


271
Brock Street


Peterborough,
Ontario


Email:


 


	 	(b)	if
    to the Consultant:


Email:


 


All
such notices and communications shall be deemed to have been received: if emailed or personally delivered, at the time of digital transmission
or delivered by hand; if mailed, three (3) Business Days after being deposited in the mail; if faxed, upon the later of 9:00 a.m. (local
time) on the first Business Day following acknowledgment of receipt or eight hours after transmission; and, if sent by overnight air
courier guaranteeing next day delivery, on the next Business Day after timely delivery to the courier. The parties may change the addresses
to which notices are to be given by giving three (3) Business Days’ prior notice of such change in accordance herewith.


 


3.02
Enurement: Subject to Section 3.01 hereof, this Agreement shall be binding upon the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and permitted assigns.


 


3.03
Amendment: Subject to any provision of this Agreement to the contrary, any amendment or modification of any provision of this
Agreement shall not be effective unless it is in writing and signed by each of the parties hereto.


 


3.04
Waiver: It is understood and agreed that any party hereto may waive any provision of this Agreement intended for such party’s
sole benefit; provided, however, that (i) such waiver is in writing; and (ii) any such waiver of a default by another party, or the excusing
of the performance of any condition by another party, shall not constitute a continuing waiver of any other or subsequent default, but
shall extend to include only the particular breach or default so waived.


 


3.05
Further Assurances: Each of the parties hereto covenants and agrees to do or cause to be done all things and to execute and
deliver or cause to be executed and delivered all documents as may be necessary or required to fully effectually to carry out the intent
and purpose of this Agreement.


 


3.06
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and
the federal laws of Canada applicable therein.


 




    	 



    	 



    

 


3.07
Severability: In the event that any provision of this Agreement is determined to be void, voidable or unenforceable, in whole
or in part, such determination shall not affect or impair or be deemed to affect or impair the validity or enforceability of any other
provision of this Agreement.


 


3.08
Counterparts: This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all such counterparts together shall constitute one and the same instrument and shall be effective as of the date hereof. This Agreement
may also be executed by one or both of the parties by facsimile transmitted signature and all parties agree that the reproduction of
such signatures shall be treated as though such reproductions were executed originals thereof.


 


3.09
Reference to Agreement: The terms “this Agreement,” “hereof,” “herein,” “hereunder”
and similar expressions refer to this Agreement and not any particular article, section, subsection, clause, subclause, paragraph or
subparagraph hereof.


 


3.10
Extended Meanings: Words importing the singular include the plural and vice versa; and words importing gender include all
genders, including the neuter gender, and references to persons shall include all entities and one or more persons, their heirs, executors,
administrators or assigns, as the case may be.


 


3.11
Recitals: The recitals to this Agreement shall form an integral part hereof.


 


3.12
Arbitration: Whenever and wherever a dispute shall occur among the parties hereto relating to the interpretation or implementation
of any of the provisions of this Agreement or where the provisions of this Agreement are subject to this arbitration provision, such
matters shall be determined by arbitration in accordance with the provisions of The Arbitration Act (Ontario).


 


3.13
Independent Legal Advice: The Consultant acknowledges that it has obtained (or, as a freely taken decision, chosen not to
obtain) independent legal advice concerning the interpretation and effect of this Agreement. The Consultant further acknowledges and
agrees that it has read the Agreement and understands completely the nature of each and every covenant, warranty, representation, promise,
obligation and understanding contained in this Agreement.


 


3.14
Entire Agreement: As of the date hereof, any and all previous agreements, written or oral between the parties hereto or on
their behalf relating to the appointment of the Consultant by RAIN are null and void. The parties hereto agree that they have expressed
herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied
covenant, condition, term or reservation or prior representation or warranty shall be read into this Agreement relating to or concerning
the subject matter hereof or any matter or operation provided for herein.


 


3.15
Time: Time shall be of the essence of this Agreement. In the event that any day on or before which any action is required
to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next
succeeding day that is a Business Day.


 


3.18 Electronic
Means: Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the Effective
Date of this Agreement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the 1st day of July, 2022.


 


Signature
Page to Follow


 




    	 



    	 



    

 


	 	RAINMAKER
    WORLDWIDE INC.
	 	 	 
	 	Per:	/s/ Michael
    O’Connor
	 	Name:
    	Michael
    O’Connor
	 	Title:
    	CEO
	 	 	 
	 	2752128
    ONTARIO LTD.
	 	 	 
	 	Per:	/s/ Kelly
    White
	 	Name:
    	Kelly
    White
	 	Title:
    	President


 




    	 



    	 



    

 


Attachment
- 1


SERVICES
OF CONSULTANT


(AS
REVISED)


 


The
services of the Consultant are hereby changed as of the Effective Date provided for in this amendment. It represents an increase in responsibilities
and services to be provided given the reduction of internal support and requirements related to audited financials and up-listing to
a reporting exchange.


 


The
Consultant shall have the responsibility and specific duties described below. References to RAIN shall be deemed to include RAIN
and each Company Group Member as appropriate.


 


Executive
Vice President Finance


 


Responsibility


 


The
consultant fulfils the role of the Executive Vice President Finance as described below.


 


Position
Summary


 


The
Executive Vice President Finance (“EVPF”) is a direct report to the CEO, leader of all finance activities and accounting
functions for the Company and a key member of the executive leadership team. The EVPF is responsible for the Company’s finance
functions and the interface with external stakeholders and Company management. The Company recently completed the filing of audited statements
for 2018-2020. With an up-listing to a reporting exchange and becoming an SEC filing company, the responsibilities associated with this
position have increased dramatically. Most importantly is the interface with the Company’s auditor M&K CPAS, LLC.


 


The
EVPF also plays a broad strategic and advisory role on the executive leadership team including providing input and analysis to support
the rationale for business development decisions. The EVPF supports strategic business development activities by participating in strategy
development, potential partner negotiations, and execution planning as a member of the management team focused on financial implications
of opportunities. The EVPF will support the continued growth of the company and is responsible as a member of the leadership team to
role model the company’s values as well as fostering the development of people in the company. The EVPF supports all aspects of
business and financial planning and analysis, financial reporting, control, treasury and tax.


 


The
key priorities of the position are as follows:


 


		●	Collaborate
    with the CEO and other key members of the management team to support the evolution of the Company’s overall strategic direction
    and annual operating plans.
	 	 	 
	 	●	Support
    timely reporting of audited filings necessary to ensure good standing as a public company.
	 	 	 
	 	●	Bring
    considerable entrepreneurial spirit and drive to play a supporting role in building and developing the positioning of the company
    with equity investors and other financial partners.
	 	 	 
	 	●	Lead
    the finance organization and all of the financial systems and processes, including providing insights into the financial implications
    of various business decision.
	 	 	 
	 	●	Collaborate
    with all members of the business development team in the evaluation and negotiation of business development opportunities and major
    partnerships. This will include the financial analysis and business planning but also defining the appropriate financial structures
    to deploy RAIN technology globally.
	 	 	 
	 	●	Build
    and cultivate strong and enduring relationships with colleagues and key stakeholders.


 




    	 



    	 



    

 


EXHIBIT
A – Consulting Agreement