Flex
Power generation, INC.


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (this “Agreement”) is entered into as of April 25, 2013 (the “Effective Date”)
by and between Flex Power Generation, Inc., a Delaware corporation (the “Company”), and Alain J. Castro (“Executive”).


 


AGREEMENT


 


In consideration of
the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:


 


1.            Duties
and Scope of Employment.


 


(a)          Title
and Duties. As of the Effective Date, Executive will be employed serve as the Company’s Chief Executive Officer (“CEO”)
reporting to the board of directors (the “Board”) of the Company, and a member of the Board. During the Employment
Term (as defined in Section 2 below), Executive will have authority and render such business and professional services in the performance
of Executive’s duties as are customarily associated with Executive’s position within the Company and Executive agrees
to perform such other duties and functions as may from time to time be reasonably assigned or delegated to Executive by the Company’s
Board. Notwithstanding the foregoing, the Executive shall have three (3) weeks transition period to familiarize himself with corporate
and business matters relevant to the discharge of his duties. The Executive shall become CEO and Board Member at the end of the
transition period, which shall become effective on May 13, 2013. During such transition period, the predecessor CEO will continue
to hold the title and associated with it duties, including the seat on the Board.


 


(b)          Obligations.
During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive
will perform Executive’s duties faithfully and to the best of Executive’s ability and will devote such time as reasonably
necessary to fulfill Executive’s responsibilities in the position. It will be at the Executive’s discretion to determine
the time that is reasonable to fulfill this obligations. Executive and the Company agree that the Company represents Executive’s
principal business focus. Executive agrees to travel as reasonably necessary to fulfill Executive’s responsibilities in the
position. During the Employment Term, Executive agrees that Executive shall maintain loyalty to the Company, shall take no action
that would be injurious to the Company interests, and shall comply with all rules, regulations and policies of the Company. During
the Employment Term, it shall not be a violation of this Agreement for Executive to (i) serve on a corporate, civic or charitable
boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, pr (iii) manage
personal investments and business endeavors, including by not limited to advisory services, so long as such activities do not significantly
interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this
Agreement.


 




    	 



    	 



    

 


(c)          Executive’s
Employability. Executive represents and warrants that: (i) Executive has the right to execute, deliver and perform Executive’s
duties under this Agreement, and (ii) Executive is not a party to any other agreements, arrangements or obligations (e.g. confidentiality
agreements, noncompetition agreements), whether written, oral or implied, which include terms that would limit Executive’s
ability to execute, deliver and perform Executive’s duties under this Agreement or which are otherwise inconsistent with
this Agreement. This warranty will remain in full force and effect throughout the Employment Term (as defined in Section 2 below).


 


2.            Employment
Term. The “Employment Term” under this Agreement will commence on the Effective Date and will continue,
unless sooner terminated as provided by this Agreement, for one (1) year thereafter (the “Initial Term”); provided,
however, that the Initial Term will automatically be extended for successive one (1) year terms, unless either party gives
the other party written notice no less than 30 days prior to the end of the Initial Term or any extension thereof stating that
this Agreement will terminate at the expiration of the Initial Term or any extension thereof. Notwithstanding anything in this
Agreement to the contrary, this Agreement and Executive’s employment will terminate automatically at the conclusion of an
unrenewed Initial Term or extension thereof and, in such event, the Company will have no obligation or liability to Executive thereafter
except for the obligations of the Company specifically set forth in Sections 7, 8 and 15(a).


 


3.            Compensation.


 


(a)          Base
Salary. During the Employment Term, the Company will pay Executive as compensation for Executive’s services a base salary
at rate of $16,666.67 per month for a total base salary of $200,000 per year (which salary may be increased but not decreased by
the Board in its sole discretion) (the “Base Salary”). The Base Salary will be paid in regular installments
in accordance with the Company’s normal payroll practices, subject to applicable deductions and withholdings. The first and
last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working
day of a pay period.


 


(b)          Annual
Bonus. Executive shall be eligible for an annual bonus and/or other annual incentive compensation (collectively the “Annual
Bonus”) during the Employment Term, in accordance with any applicable executive bonus plan applicable to Executive as
may be adopted by the Board in its sole discretion. Any such Annual Bonus earned by Executive shall be paid no later than March
15 of the year following the year during which the Annual Bonus is earned, unless Executive shall elect to defer the receipt of
such Annual Bonus pursuant to a Company-sponsored deferred compensation plan then in effect to the extent the Company’s bonus
and deferred compensation plans allow for such a deferral.


 


(c)          Equity
Incentive/Option Plan Eligibility. Executive shall be eligible to participate in the Company’s equity incentive plan
or incentive option plan, as applicable, with grants and vesting schedules as determined by the Board from time to time. Any such
grant shall be conditioned upon Executive’s execution of such documentation (such as, but not limited to, a grant notice)
as the Board deems reasonably necessary in connection with such grant.


 




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4.            Employee
Benefits. During the Employment Term, Executive will be considered a full-time employee and be entitled to participate in the
employee benefit plans and programs currently and hereafter maintained by the Company of general applicability to other Employees
of Executive’s classification at the Company (the “Benefits”). The Company reserves the right to cancel
or change the Benefit plans and programs it offers to its employees at any time.


 


5.            Vacation.
Executive shall be entitled to a minimum of three weeks paid vacation per year, in accordance with the Company’s standard
vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed to by Executive and the Company.


 


6.            Business
Expenses. During the Employment Term, the Company will reimburse Executive for reasonable, customary and documented business,
travel and related expenses, incurred by Executive in the furtherance of or in connection with the performance of Executive’s
duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time (the “Expense
Reimbursement”). Reimbursement of expenses under this Section 4(c) shall be made within 30 days following submission
of a completed expense reimbursement form and Executive shall submit such completed expense reimbursement form no later than six
(6) months after such expense was incurred by Executive.


 


7.            Termination;
Severance. 


 


(a)          Termination
by the Company for Cause. The Company may terminate Executive’s employment for “Cause” (defined below). If
the Company terminates Executive’s employment or gives written notice of a non-renewal of this Agreement for Cause, then
this Agreement shall terminate without further obligations to Executive, other than for payment of the sum of: (i) Executive’s
Base Salary and bonuses, if any, through the date of termination to the extent not therefore paid; (ii) any earned but unused vacation
and PTO time; and (iii) and Expense Reimbursement, to the extent not theretofore paid (the sum of the amounts described in clauses
(i), (ii) and (iii) shall be hereinafter referred to as “Accrued Obligations”).


 


(b)          Termination
by the Company other than for Cause, Death or Disability.


 


(i)          In
General. Except as otherwise provided in Section 7(b)(ii) below, if the Company terminates Executive’s employment or
gives written notice of a non-renewal of this Agreement without Cause, then Executive will be entitled to receive (i) Accrued
Obligations, and (ii) monthly cash severance payments at the Base Salary rate, less standard withholdings and deductions, paid
during the six(6) month period immediately following the termination date of Executive’s employment; provided, however,
that Executive’s right to receive any the payments set forth in clause (ii) above will be conditioned upon Executive and
Executive’s spouse, if Executive has one at the time, executing, and not revoking, a general release of claims and affirmation
of Executive’s other continuing obligations under this Agreement in a form acceptable to and provided by the Company (including
without limitation unconditional release, representations that no claims have been filed, confidentiality, nondisparagement, transition,
no admission, etc.). All such payments will cease as of the earlier of the date on which Executive obtains new employment or the
date on which Executive engages (or assist any other person or entity to engage) in any activity competitive with the business
of the Company. If Executive obtains new full-time employement during the severance period or engages in a competitive activitiy,
Executive is responsible for notifying the Company immediately.


 




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(ii)         During
Change of Control Period. If, during the six (6)-month period immediately preceding or following a Change of Control, the Company
terminates Executive’s employment or gives written notice of a non-renewal of this Agreement without Cause, then Executive
will be entitled to receive (i) Accrued Obligations, (ii) monthly cash severance payments at the Base Salary rate, less standard
withholdings and deductions, paid during the six (6) month period immediately following the termination date of Executive’s
employment, and (iii) immediate vesting of all unvested outstanding options issued in the Executive’s name; provided,
however, that Executive’s right to receive any the payments set forth in clause (ii) above will be conditioned upon
Executive and Executive’s spouse, if Executive has one at the time, executing, and not revoking, a general release of claims
and affirmation of Executive’s other continuing obligations under this Agreement in a form acceptable to and provided by
the Company (including without limitation unconditional release, representations that no claims have been filed, confidentiality,
nondisparagement, transition, no admission, etc.). All such payments will cease as of the earlier of the date on which Executive
obtains new employment or the date on which Executive engages (or assist any other person or entity to engage) in any activity
competitive with the business of the Company. If Executive obtains new full-time employement during the severance period or engages
in a competitive activitiy, Executive is responsible for notifying the Company immediately.


 


(c)          Termination
by Executive Generally. Executive may terminate this Agreement at any time by written notice of resignation (a “Resignation
Notice”) to the Board; provided that:


 


(i)          Executive’s
resignation will not become effective until the earlier of (A) 90 days after the date the Resignation Notice is given to the Board,
or (B) the date on which the Company specifies that such resignation will become effective; and


 


(ii)         
For a period of 30 days following the effective date of Executive’s resignation, Executive shall make himself or herself
available to the Company and/or its agents (A) for the purpose of facilitating an efficient transition of Executive’s job
related responsibilities and duties to other designated individuals, and (B) to respond to questions from the Company and/or its
agents regarding information and/or activities in which Executive was engaged while employed by the Company. The parties acknowledge
and agree that (I) this Section 7(c)(ii) is premised on Executive’s reasonable efforts to cooperate, and the Company’s
reasonable use of Executive’s time, and (II) Executive will not be compensated for Executive’s time under this Section
7(c)(ii).


 


(d)          Definitions.


 


(i)          Cause.
For purposes of this Agreement, “Cause” means (A) Executive’s willful dishonesty
or fraud with respect to the business affairs of the Company; (B) Executive’s willful falsification of any employment or
Company records; (C) Executive’s misappropriation of or intentional damage to the business or property of the Company, including
the improper use or disclosure of the confidential or proprietary information of the Company (excluding damage of little or no
consequence to the business or property of the Company); (D) Executive’s conviction (including any plea of guilty or nolo
contendere) of a felony or crime that involves moral turpitude;
(E) Executive’s willful and continued failure to comply with reasonable written directives of the company after Executive’s
receipt of written notice by the Company of the refusal and a reasonable opportunity to cure (as described below); or (F) the misappropriation
of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of
the Company or to the benefits of which the Company is entitled. The Company must give Executive written notice of its intention
to terminate Executive for Cause, which notice must (I) state the grounds on which the proposed termination for Cause is based,
and (II) be given no later than 90 days after the later of occurrence of the event giving rise to these grounds or the discovery
thereof by the Board. Executive must have 30 days after receiving this notice to cure these grounds (if cure is possible). If Executive
fails to cure these grounds within 30 days, “Cause” will exist for the Company’s termination of Executive’s
employment. For purposes of this definition, no act, or failure to act, by Executive will be considered “willful”
if done, or omitted to be done, by Executive in good faith and in the reasonable belief that the act or omission was in the best
interest of the Company or required by applicable law.


 




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(ii)         Change
of Control. For purposes of this Agreement, a “Change of Control” occurs when:


 


(1)         Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended from
time to time (“Exchange Act”)), becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented
by the Company’s then outstanding voting securities (“Voting Power”), unless such “person”
was the “beneficial owner” of at least 20% of the Voting Power as of February 1, 2012 and does not become the “beneficial
owner” of 80% or more of the Voting Power; or


 


(2)         The
Company consummates the sale, exchange, lease or other disposition of all or substantially all of its assets to a person or group
of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act; or


 


(3)         The
Company consummates a merger, excluding the currently comtemplated reverse merger, reorganization, recapitalization, consolidation,
or similar transaction with any other corporation or other business entity, in one transaction or a series of related transactions
(except one in which (A) the holders of the Company’s voting securities outstanding immediately
before such merger or consolidation continue to hold at least 50% of the voting power in the
surviving entity, or (B) a transaction in which a single party (or a group of affiliated parties) acquires voting securities of
the Company and the holders of voting securities of the Company immediately before the transaction do not dispose of a majority
of their interests in the Company in connection with that transaction); or


 


(4)         The
Company dissolves or liquidates.


 


For purposes of this
Section 7(e)(ii), “Company” includes Company’s affiliates and successors.


 


(e)          Limited
Rights to Severance Payments. For clarity, Executive shall only be entitled to any severance payments of any kind pursuant
to this Agreement if (i) the Company terminates Executive’s employment or gives written notice of a non-renewal of this Agreement
without Cause. No Severance Payment obligations shall arise out of (i) a termination or nonrenewal of this Agreement by the Company
with Cause, (ii) a termination of this Agreement by the Executive, or (iii) a termination of this Agreement pursuant to Section
8 below.


 




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8.          Death
or Disability. The Employment Term and Executive’s employment
will terminate upon Executive’s death or Disability. Upon termination of Executive’s employment for either death or
Disability, Executive or Executive’s estate, as the case may be, will be entitled to receive any Accrued Obligations. In
addition, and upon such a determination by the Board in its sole discretion, Executive or Executive’s estate, as the case
may be, may be granted (i) additional vesting of then-unvested stock or stock options, as applicable, (ii) a proportional amount
of any earned and unpaid Annual Bonus based on Executive’s performance through the date of termination, and/or (iii) severance
payments; provided, however, that any such determination by the Board, in its sole discretion, will be conditioned upon Executive
(or Executive’s estate) and Executive’s spouse (if Executive has one at the time), executing, and not revoking, a
general release of claims and affirmation of Executive’s other continuing obligations under this Agreement in a form acceptable
to and provided by the Company (including without limitation unconditional release, representations that no claims have been filed,
confidentiality, nondisparagement, transition, no admission, etc.). Upon termination of Executive’s employment due to death
or Disability pursuant to this Section, Executive or Executive’s estate, as the case may be, will have no further rights
to any compensation or any other benefits under this Agreement. All other benefits, if any, due Executive following Executive’s
termination for death or Disability will be determined in accordance with the Company’s plans and practices. For purposes
of this Agreement, “Disability” means Executive’s inability to perform one or more of the essential functions
of Executive’s job due to Executive’s physical or mental impairment, with or without reasonable accommodation as required
by law, for any period aggregating more than 120 days in any 365 consecutive day period. If the Company determines that Executive
has become Disabled, the Company shall notify Executive of its determination. Executive may then request an accommodation from
the Company to assist in his/her return to work. The Company will determine whether Executive’s request can be accommodated
without undue hardship no later than 30 days after Executive requests an accommodation. In the event Executive’s request
cannot be accommodated, the Company may, by notice given in the manner provided in this Agreement, terminate the status of Executive
as an executive and employee of the Company. Any such termination shall become effective 30 days after such notice of termination
is given, unless within such 30 day period, Executive becomes capable of rendering services of the character contemplated hereby
(and a physician chosen by the Company so certifies in writing) and Executive in fact resumes such services.


 


9.            Confidential
Information.


 


(a)          Executive
covenants that Executive will not use for Executive’s benefit, or disclose, communicate
or divulge to, or use for the direct or indirect benefit of any Person other than the Company, any confidential, proprietary or
unique information (“Confidential Information”) belonging to, used by or in possession of the Company including,
but not limited to, the methods, policies, procedures, techniques, trade secrets, software, products, customer lists or other knowledge
or processes used or developed by the Company or other information concerning the Company of which Executive became aware as a
result of Executive’s employment with the Company. If Executive is uncertain about whether certain information or material
is Confidential Information, then Executive shall treat that information or material as Confidential Information. The foregoing
restrictions will not apply to (i) information which is or becomes, other than as a result of a breach of this Agreement or a similar
confidentiality obligation generally available to the public, or (ii) the disclosure of information required pursuant to a subpoena
or other legal process; provided that Executive will notify the Company, in writing, of the receipt of any such subpoena or other
legal process requiring such disclosure immediately after receipt thereof and the Company will have a reasonable opportunity to
quash such subpoena or other legal process prior to any disclosure by Executive. For purposes of this Agreement the word “Person”
means and includes any: (i) natural person; (ii) firm; (iii) partnership; (iv) joint venture; (v) corporation; (vi) limited liability
company; (vii) limited liability partnership; (viii) business venture; (ix) trust; (x) association; (xi) consumer organization;
(xii) state, local or federal government agency, branch, department or other governmental unit; (xiii) bankruptcy or other trustee;
or (xiv) any other Person.


 




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(b)          During
the Employment Term and after the expiration thereof, regardless of the reason, Executive shall not use the Confidential Information
for the benefit of Executive or any other Person other than the Company. During the Employment Term, Executive shall keep the Confidential
Information in the strictest confidence and share it with other Persons only for the benefit of the Company. Moreover, from and
after the expiration of the Employment Term, regardless of reason, Executive will not disclose any Confidential Information to
any Persons other than the Company, in whole or in part, in any matter either directly or indirectly.


 


(c)          From
and after the expiration or termination of Executive’s employment with the Company, regardless of the reason, Executive shall
not make copies of any Confidential Information in any form or manner whatsoever (including, but not limited to, computer printouts,
computer tapes, discs, etc.). Moreover, immediately upon and after the expiration or termination of Executive’s employment
with the Company, regardless of the reason, Executive shall surrender, transfer possession of, and deliver (collectively, “Transfer”)
to the Company all originals and all copies, in whatever form (whether written, contained on computer media or otherwise) of: (i)
all Confidential Information; and (ii) all property, notes, manuals, reports, documents and other things that relate in any way,
directly or indirectly, to any Confidential Information (subparts (i) and (ii) are referred to collectively as “Information”),
as are in Executive’s possession, custody or control. If requested by the Company, the Transfer shall be accompanied by a
written statement executed by Executive, certifying that: (A) all originals and all copies of all Information have been returned
to the Company; and (B) Executive has not retained any original or copy of any Information. Notwithstanding anything to the contrary
contained in this Section 9(c), Executive may comply with any properly issued subpoena or order of an administrative or judicial
body, provided that Executive shall give the Company written notice of such subpoena or order at least 10 days prior to Executive’s
compliance therewith.


 


(d)          Executive
shall also execute the Company’s standard confidentiality and invention assignment agreement, as it may be updated from time
to time.


 


(e)          All
restrictive covenants contained in this Section 9 shall survive termination of this Agreement.


 






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10.         Restrictive
Covenants.


 





(a)          No
Solicitation. Executive acknowledges and agrees that the Company has devoted, and will devote, significant effort, time, and
expense to the creation and development of the goodwill of the customers that they serve and the personnel that they employ, that
the identities of many of the customers and prospects represent trade secrets of the Company, and that Executive will benefit from,
and will be expected to nurture these relationships while Executive is employed by the Company. Executive further acknowledges
and agrees that it would be unfair and would cause irreparable injury to the Company if, following the expiration or termination
of Executive’s employment with the Company, regardless of the reason, Executive were to solicit any of the Company’s
customers with whom Executive had direct contact during Executive’s employment with the Company to promote or sell any product
or service that competes with the Company or its affiliates, or to induce any of the Company’s officers, directors, managers,
members, employees, subcontractors or agents (collectively, “Employees”) with whom Executive had direct contact
during Executive’s employment with the Company to terminate their relationship with the Company. Accordingly, Executive agrees
that, during the Time Period set forth in Section 10(d) below, Executive shall not, directly or with or through any other Person,
directly or indirectly, whether as an officer, director, partner, employee, agent, member, stockholder, or in any other capacity
whatsoever: (i) call on, solicit, divert, interfere with or take away, or attempt to call on, solicit, divert, interfere with or
take away, any of the projects, business, clients, customers or prospects (or employees of such customers or prospects) of the
Company with whom Executive had contact during Executive’s employment with the Company by promoting or selling any product
or service that competes with the Company or its affiliates, either for Executive’s own benefit or for any other Person;
provided that, to insure Executive’s compliance with this subpart (i), promptly following the expiration or termination of
Executive’s employment with the Company, regardless of the reason, the Company will provide Executive a list of customers
and prospects of the Company with whom Executive had direct contact during Executive’s employment with the Company; or (ii)
solicit, attempt to solicit, cause the solicitation of, induce or influence, or seek to induce or influence, any employees of the
Company on the effective date of Executive’s termination with whom Executive had direct contact during Executive’s
employment with the Company (excluding any Employees who are no longer in the employ of the Company), for employment by any Person
other than the Company and/or to terminate their relationship with the Company.


 


(b)          Non-Disparagement.
Executive agrees that, during Executive’s employment with the Company and thereafter, Executive shall not, directly or with
or through any other Person, directly or indirectly, make, issue, release, or authorize any written or oral statements to any third
Person that are derogatory or defamatory in nature with respect to the Company, or any of their respective members, directors,
officers, employees, subcontractors or agents.


 


(c)          Irreparable
Harm. The restrictive covenants contained in Section 9 and this Section 10 are, and shall be construed as constituting,
agreements independent of any other Sections of this Agreement. Executive acknowledges and agrees that the restrictions and covenants
contained in Section 9 and this Section 10 are reasonable and necessary in order to protect the Company’s legitimate business
and proprietary interests, and that any violation thereof would result in irreparable injury to the Company. Accordingly, if Executive
violates any of the restrictive covenants contained in Section 9 or this Section 10, then: (i) the Company shall be authorized
and entitled to obtain from any Court of competent jurisdiction preliminary and permanent injunctive relief, as well as an equitable
accounting of all profits and benefits arising out of such violation, which rights and remedies shall be cumulative and in addition
to any other right and remedy to which the Company shall be entitled; and (ii) the Company’s obligation to make any payment
or provide any benefit under this Agreement, including without limitation any severance payment, shall cease immediately.


 






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(d)          Enforceability.


 





(i)          Definition
of “Time Period”. For purposes of Section 10(a), “Time Period” shall mean and include the period beginning
as of the date of Executive’s employment with the Company and ending after the shorter of (A) the number of months after
Executive ceases to be employed by the Company (for whatever reason, whether voluntarily or involuntarily) equal to the number
of full months that Executive was actually employed by the Company under this Agreement; or (B) 12 months after Executive ceases
to be employed by the Company (for whatever reason, whether voluntarily or involuntarily), provided, however, that if a court of
competent jurisdiction determines that such 12-month period is unenforceable, then 6 months after Executive ceases to be employed
by the Company (for whatever reason, whether voluntarily or involuntarily).


 


(ii)         Enforceability
of Covenants. Notwithstanding Section 10(d), should any court of competent jurisdiction determine that any of the covenants
in this Agreement are unreasonable as to duration or scope, the covenants shall be enforceable as provided herein with respect
to such duration or scope as the court determines to be reasonable.


 


(e)          Severability.
The remaining provisions of this Section 10 shall not otherwise be affected by a court’s actions described in this Section
10.


 


11.           Intellectual
Property.


 


(a)          
For purposes of this Agreement, the term “Intellectual Property” shall mean and include discoveries, concepts,
ideas, and improvements to existing technology whether or not written down or otherwise converted to tangible form, patents, designs,
trademarks, trade names, goodwill, copyrights, all rights in inventions, designs, processes, formulae, notations, improvements,
know-how, plans, models, artistic works and all other forms of industrial or intellectual property (in each case in any part of
the world and whether or not registered or registerable and to the fullest extent thereof and for the full period thereof and all
extensions and renewals thereof) and all appplications for registration thereof and all rights and interests, present and future,
thereto and therein.


 


(b)          Employee
acknowledges that there is no Intellectual Property conceived, designed, originated, written, discovered, developed, learned, created,
reduced to practice, or made (collectively, “Develop”, “Develops”, and/or “Developed”,
as appropriate) by Executive, alone or with others, prior to execution of this Agreement that is not listed and described on Schedule
B to this Agreement. Executive shall promptly disclose in writing to the Company, and to the extent necessary assign to the
Company (and/or any successor, subsidiary or affiliate thereof, as determined by the Company) any and all Intellectual Property
that Executive Develops during Executive’s employment with the Company, whether such is Developed solely or jointly with
others, whether or not patentable or registerable under copyright or similar statutes, and whether or not such conception, design,
origination, writing, discovery, development, creation, reduction to practice, or making involves the use of the time, facilities,
equipment or personnel of the Company (and/or any successor, subsidiary or affiliate thereof) (“Inventions”).
Executive acknowledges and agrees that any and all such Inventions are “works for hire” under applicable law, and all
right, title and interest therein shall belong to the Company (and/or any successor, subsidiary or affiliate thereof, as determined
by the Company). Executive further agrees to assign, and does hereby assign, to the Company (and/or any successor, subsidiary or
affiliate thereof, as determined by the Company) all right, title and interest in and to any and all such Inventions and agrees
to execute all documents deemed necessary or desirable by the Company in connection therewith, including patent and/or copyright
assignments, and to cooperate both during Executive’s employment and after the termination or expiration of the Agreement,
regardless of the reason, at the Company’s expense, in all further actions deemed necessary or desirable to confirm, register,
protect or enforce the rights therein of the Company (and/or any successor, subsidiary or affiliate thereof). Notwithstanding anything
to the contrary contained in this Section 11: (i) this Section 11 shall not apply to any Inventions of Executive that qualify fully
under the provisions of California Labor Code Section 2870, the provisions of which are set forth in Schedule A, and (ii)
the assignment obligations and rights do not relate to any Inventions Developed on Executive’s
own time using no resources of the Company (and/or any successor, subsidiary or affiliate thereof)
and which do not relate to the business, actual or reasonably contemplated, of the Company (and/or any successor, subsidiary
or affiliate thereof). Executive (a) represents and warrants that Executive has identified on Schedule
B all Intellectual Property, if any, Developed by Executive (alone or with others) in which Executive claims any ownership
or other right, and (b) agrees that any Intellectual Property that is not identified on Schedule B was not Developed before
commencement of Executive’s employment by the Company.


 




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(c)          If
any Person makes any claim and/or files a lawsuit or other proceeding (collectively, “Proceedings”) against
the Company alleging any infringement of its Intellectual Property rights by reason of the use or exploitation of any Intelletual
Property rights Developed by Executive, then Company shall indemnify, defend and hold Executive harmless from such Proceedings;
provided, however that (i) Executive will promptly give the Company written notice of any such Proceedings; (ii) the Company will
give Executive all reasonable assistance in connection with the Proceedings at Company’s cost and expense.


 


12.          Assignment.
This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive
upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted
for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person,
firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly
acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form
of compensation or benefits pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and
distribution. None of the obligations of Executive under this Agreement may be assigned or transferred. Any other attempted assignment,
transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.


 


13.          Notices.
All notices, requests, demands and other communications called for under this Agreement will be in writing and will be delivered
personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile or by other electronic
means directed to the party to be notified at the address or facsimile number indicated for such party on the signature page to
this Agreement, or at such other address or facsimile number as such party may designate by 10 days’ advance written notice
to the other parties hereto. All such notices and other communications will be deemed given upon personal delivery, 3 days after
the date of mailing, or upon confirmation of facsimile transfer.


 






    	-10-



    	 



    

 


14.          Severability.
In the event that any provision(s) of this Agreement becomes or is declared by an arbitrator or a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement will continue in full force and effect without such provision(s).


  


15.          Indemnification.


 


(a)          The
Company agrees to hold Executive harmless for, from and to defend and indemnify Executive against any and all liabilities,
losses, costs, damages and expenses including without limitation, reasonable attorneys’ fees and expenses arising out of
any acts and omissions of Executive in connection with Executive’s position, provided, that Executive acted
in good faith and in a manner Executive reasonably believed to be in or not opposed to the best interests of the Company
and/or upon advice of the Company’s counsel or directive of the Board.


 


(b)          Executive
agrees to hold the Company harmless for, from and to defend and indemnify the Company against any and all liabilities, losses,
costs, damages and expenses including without limitation, reasonable attorneys’ fees and expenses arising out of Executive’s
breach of this Agreement.


 


16.          Arbitration.


 


(a)          Executive
and the Company agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the
interpretation, validity, construction, performance, breach, or termination thereof, will be settled by binding arbitration to
be held in Costa Mesa, California in accordance with the National Rules for the Resolution of Employment Disputes then in effect
of the American Arbitration Association (the “Rules”). The arbitrator may grant injunctions or other relief
in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration.
Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.


 


(b)          The
arbitrator(s) will apply California law to the merits of any dispute or claim, without reference to rules of conflicts of law.
The arbitration proceedings will be governed by federal arbitration law and by the Rules, without reference to state arbitration
law.


 


(c)          EXECUTIVE
HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE
AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY,
CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATION CLAIMS.


 


17.         Integration/Waiver.
This Agreement and the confidentiality and invention assignment agreement described in Section 9(d) above represent the entire
agreement and understanding between the parties as to the subject matter herein and supersede all prior or contemporaneous agreements
whether written or oral. No waiver, alteration or modification of any of the provisions of this Agreement will be binding unless
in writing and signed by duly authorized representatives of the parties hereto.


 






    	-11-



    	 



    

 


18.         Tax
Withholding. All payments made pursuant to this Agreement will be subject to applicable taxes and other withholdings or deductions
authorized or required by law.


 


19.         Governing
Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD
FOR CONFLICTS OF LAWS PRINCIPLES. EACH PARTY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
IN THE CENTRAL DISTRICT OF CALIFORNIA SUBJECT TO THE ARBITRATION PROVISION SET FORTH IN SECTION 16.


 


20.         
Attorneys’ Fees. In the event of arbitration or litigation arising from this Agreement, the prevailing party will
be entitled to such party’s reasonable attorneys’ fees and costs and expenses including expert witness fees. For
purposes of this clause, the term “prevailing party” means the net winner of the dispute, taking into account the
claims pursued, the claims on which the pursuing party was successful, the amount of money sought, the amount of money awarded,
and offsets or counterclaims pursued (successfully or unsuccessfully) by the other party.


 


21.         Construction
of Agreement. The parties have participated jointly in the negotiating and drafting of this Agreement. If a question concerning
intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship.


 


22.         Captions.
Titles or captions contained in this Agreement are for convenience and are not intended to affect the substantive meaning of any
provision.


 


23.         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


24.         Code
Section 409A. To the fullest extent applicable, amount and other benefits payable under this Agreement are intended to be exempt
from the definition of “nonqualified deferred compensation” under section 409A of the Internal Revenue Code of 1986,
as amended (“Section 409A”) in accordance with one or more of the exemptions available under the final Treasury regulations
promulgated under Section 409A and, notwithstanding anything in the Agreement to the contrary, to the extent that any such amount
or benefit is or becomes subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified
deferred compensation in accordance with such final Treasury regulations, this Agreement must be interpreted and administered to
the extent possible, or amended, to comply with the applicable requirements of Section 409A with respect to these amounts or benefits.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and
year first above written.


 


	 	“COMPANY”
	 	 
	 	Flex Power Generation, Inc.
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	 
	 	Address:
	 	 
	 	9400 Toledy Way
	 	Irvine, CA 92618
	 	 
	 	Fax #: 949-616-3399
	 	 
	 	“EXECUTIVE”
	 	 
	 	 
	 	Alain J. Castro
	 	 
	 	Address:
	 	 
	 	512 N. Mcclurg Ct, #1707Chicago, IL 60611
	 	 
	 	Email: acastro@iev-ltd.com


 




    	 



    	 



    

 


Schedule A


California Labor Code
Section 2870


 


(a) Any provision in
an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention
to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using
the employer's equipment, supplies, facilities, or trade secret information, except for those inventions that either:


 


(1) Relate at the
time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated
research or development of the employer; or


 


(2) Result from
any work performed by the employee for the employer.


 


(b) To the extent a
provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required
to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.


 




    	 



    	 



    

 


Schedule B


 


1.          Proprietary
Information. Except as set forth below, I acknowledge that at this time I know nothing about the business or proprietary
information of the Company, other than information I have learned from the Company in the course of being hired:  ____NONE________________________________________________________________________


 





 



 





 



 





 



 





 



 





 



 





 



 







 



 


2.          Reserved
Creations. Except as set forth below, there are no ideas, processes, inventions, technology, writings, programs, designs,
formulas, discoveries, patents, copyrights, or trademarks, or any claims, rights, or improvements to the foregoing, that I wish
to exclude from the operation of this Agreement: ____NONE____________________________


 





 



 





 



 





 



 





 



 





 



 





 



 





 



 





 



 





 



 


	Signature:	 	 
	 	 	 
	Print Name:  Alain J. Castro
	 	 	 
	Date: