Exhibit
10.15


 


Execution Copy


 


PATENT
& Technology EXCLUSIVE and non exclusive LICENSE AGREEMENT


 


This
Patent and Technology License Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”,
or singly, “Party”).


 


No
binding agreement between the Parties will exist until this Patent & Technology License Agreement has been signed by both Parties.
Unsigned drafts of this Patent & Technology License Agreement shall not be considered offers.


 


Background


 





Licensor
owns or controls Licensed Subject Matter (defined in Exhibit A). Licensee desires to secure the right and license to use, develop, manufacture,
market, and commercialize the Licensed Subject Matter. Licensor has determined that such use, development, and commercialization of the
Licensed Subject Matter is in the public’s best interest and is consistent with Licensor’s educational and research missions
and goals. Licensor desires to have the Licensed Subject Matter developed and used for the benefit of Licensee, the inventors, Licensor,
and the public.


 


NOW,
THEREFORE, in consideration of the mutual covenants and premises herein contained, the Parties hereby agree as follows:


 


The
Terms and Conditions of Patent & Technology License attached hereto as Exhibit A are incorporated herein by reference in their entirety
(the “Terms and Conditions”). In the event of a conflict between provisions of this Patent & Technology License Agreement
and the Terms and Conditions, the provisions in this Patent & Technology License Agreement shall govern. Unless defined in this Patent
& Technology License Agreement, capitalized terms used in this Patent & Technology License Agreement shall have the meanings
given to them in the Terms and Conditions.


 


The
section numbers used in the left hand column in the table below correspond to the section numbers in the Terms and Conditions.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 1 of 25	 




     


    

 


	1. Definitions    
	 	Effective Date	January 15, 2021
	 	Licensor	SUPERGREEN ENERY CORP, a Nevada Corporation, with its principal place of business at:

        600 Anton Blvd. 11th Floor, Costa Mesa CA 92626

	 	
    Licensee

     
	BITECH MINING CORPORATION , a Wyoming C corporation with its principal place of business at:

        1620 Central Avenue, Ste 202, Cheyenne, WY 82001

	 	Industry in Exclusivity Contract 	Exclusive license for cryptocurrency mining industry and nonexclusive license for other industries
	 	Territory 	Global where available
	 	Expiration and Renewal	Four years with option to renew
	 	
    Field

    
	Only pertaining to Patent granted numbers below U.S. 10,547,179 B2   





 


	 	Patent
    Rights
	 	App.
No./

                                                                                                                   Date of Filing
	 	Title	 	Inventor(s)	 	Jointly
    Owned? (Y/N; if Y, with whom?)	 	Prosecution
    Counsel
	 	U.S.
    Serial Number 18/25948

    Filed
    04/02/2018

     

    PCT/US18/25948

    Filed
    04/03/2018

     

    U.S.
    Serial Number

    10,547,179
    B2

     

    Granted
    1/28/2020

     
	 	

    HIGH EFFICIENCY ELECTRIC POWER GENERATION AND CHARGING SYSTEM

     
	 	CALVIN
    CAO 	 	N/A	 	LOZA
    &LOZA LLP

    Heidi
    Eisenhut Esq.

    305
    N Second Ave

    Suite
    #127

    Upland,
    CA 91786

	 	USPTO
                                            Entity Status as of Effective Date

    
	 	Small

     
	 	 	 	 	 	 



 


	2.4.
    Diligence Milestones
	 

    
	Milestones
    and deadlines	 	Milestone
    Events	 		 	 	 	Deadlines
	 	 	 	N/A
    	 	 	 	 	 	 


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 2 of 25	 




     


    

 


	3.
    Compensation
	 
	3.1(a)	Patent
    expenses due upon Effective Date	 	Amount	 	based
    on invoices received as of:
	 	 	 	N/A	 	N/A
	 	 	 	 	 	 
	3.1(b)	Milestone
    fees	 	Milestone
    Events	 	Milestone
    Fees
	 	 	 	1.
    Any events receive cash	 	10%
    of the total cash receive from Licensee’s client(s)
	 	 	 	2.
    Any events receive equity	 	30%
    of the total equity receive from Licensee’s client(s)
	 	 	 	 	 	 
	 	 	 	3.
    Any events receive Coin/Token/Cryptocurrencies	 	30%
    of the total value receive from client(s)
	 	 	 	4.
    Sale Revenue	 	10%
    of total Gross Sale Revenue or 15% of net Profit whichever is greater.
	3.1(c)	Scheduled
                                            license fee payments

     
	 	8,000,000
    restricted common shares of BITECH MINING upon signing the agreement; and 2,000,000 restricted common shares with the
    right to piggy back registration within 12 months of signing this agreement. $25,000 due within 12 months of signing this agreement.
	 	 	 	 
	3.1(d)	Sublicense
    Fees 	 	10% of (cash) Non-Royalty Sublicensing Consideration

                                                                                30% of Royalty Sublicensing Consideration

                                                                                30% of Royalty Sublicensing Consideration on equity, Token or Coin.

	 	 	 	 
	3.1(e)	Assignment
    fee	 	15%
    in case there’s a transfer of corporate ownership or company sold
	 	 	 	 	 	 
	3.2	Minimum
    royalty	 	None	 	 


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 3 of 25	 




     


    

 


	18.
    Contact Information
	 	Licensor
    Contacts (US)	 	Licensee
    Contacts (US)
	 	Accounting
    & Payment Contact:

    SuperGreen
    Energy Corp

    600
    Anton Blvd. 11th Floor,

    Costa
    Mesa, CA 92626

    Phone:
    714-371-4008

    E-mail:
    Calvin@supergreentech.com

     

     

    For
    payment by wire transfer, Licensee will pay all wire transfer fees. Send funds to the following bank account in USD:

     

    Account
    Name: AARON M. McKOWN P.A. IOLTA

    Bank
    Name:            BANK OF AMERICA

    Account
#               3251 2860 7549

    ABA
    #                    121000358

    SWIFT
    CODE #     BOFAUS3N

     

    Attn:
    Mr. Aaron M. McKown Esq.

    E-mail:
    Aaron@mckownbailey.com

     

    Patent
    prosecution contact: Calvin Cao
	 	Contact
    for Notice:

    

    Bitech
    Mining Corporation

    1620
    Central Ave Suite 202,

    Cheyenne,
    WY 82001

    Phone:
    855-757-0888

    E-mail:
    info@btcmcorp.com

     

     

    Attention:
    Benjamin Tran

     

     

     

     

     

     

     

     

    Patent
    prosecution contact: Benjamin Tran

	 	 	 	 
	For
    Licensor Administrative Purposes Only



 


	Changes
    to Standard Form Terms and Conditions	 	 	 


 


20.
Special Provision. The Parties hereby agree to the following special provisions set forth in this Section 20 with respect
to this Patent & Technology License Agreement.


 


None


 


21.
No Other Promises and Agreements; Representation by Counsel. Licensee expressly warrants and represents and does hereby state
and represent that no promise or agreement which is not herein expressed has been made to Licensee in executing this Patent & Technology
License Agreement except those explicitly set forth herein and in the Terms and Conditions, and that Licensee is not relying upon any
statement or representation of Licensor or its representatives. Licensee is relying on Licensee’s own judgment and has had the
opportunity to be represented by legal counsel. Licensee hereby warrants and represents that Licensee understands and agrees to all terms
and conditions set forth in this Patent & Technology License Agreement and said Terms and Conditions.


 


22.
Deadline for Execution by Licensee. If this Patent & Technology License Agreement is executed first by the Licensor and
is not executed by the Licensee and received by the Licensor at the address and in the manner set forth in Section 18 of the Terms and
Conditions within 30 days of the date of signature set forth under the Licensor’s signature below, then this Patent & Technology
License Agreement shall be null and void and of no further effect.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 4 of 25	 




     


    

 


IN
WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Patent & Technology License
Agreement.


 


 


	SUPERGREEN
    ENERGY CORPORATION 	 	Bitech
    Mining Corporation
	 	 	 	 	 
	By	/s/
    Calvin Cao	 	By	/s/
    Benjamin Tran
	 	Calvin
    Cao/ President and CEO 	 	 	Benjamin
    Tran/ President

    

	 	 	 	 	 
	 	 	 
	Notarize	 	Notarize
	Date:
    02/___/2021 	 	Date:
    02/___/2021


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 5 of 25	 




     


    

 


EXHIBIT
A


Terms
and Conditions of Patent & Technology License


 


These
Terms and Conditions of Patent & Technology License (“Terms and Conditions”) are incorporated by reference into the Patent
& Technology License Agreement to which they are attached. All Section references in these Terms and Conditions shall be references
to provisions in these Terms and Conditions unless explicitly stated otherwise.


 


	1.	Definitions




 


“Affiliate”
means any business entity more than 50% owned by Licensee, any business entity which owns more than 50% of Licensee, or any business
entity that is more than 50% owned by a business entity that owns more than 50% of Licensee.


 


“Agreement”
means collectively (i) these Terms and Conditions, and (ii) the Patent & Technology License Agreement.


 


“Contract
Quarter” means the three-month periods indicated as the Contract Quarter in Section 1 of the Patent & Technology License
Agreement, or any stub period thereof at the commencement of the Agreement or the expiration or termination of the Agreement.


 


“Contract
Year” means the 12-month periods indicated as the Contract Year in Section 1 of the Patent & Technology License Agreement,
or any stub period thereof at the commencement of the Agreement or the expiration or termination of the Agreement.


 


“Effective
Date” means the date indicated as the Effective Date in Section 1 of the Patent & Technology License Agreement.


 


“Fair
Market Value” means the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially
identical item sold in the same quantity, under the same terms, and at the same time and place.


 


“Field”
means the field indicated as the Field identified in Section 1 of the Patent & Technology License Agreement.


 


“Government”
means any agency, department or other unit of the United States of America.


 


“Gross
Consideration” means all cash and non-cash consideration (e.g., securities).


 


“Inventors”
(or singly, “Inventor”) means the inventors identified in the definition of Patent Rights in Section 1 of the
Patent & Technology License Agreement.


 


“Licensed
Process” means a method or process whose practice or use is covered by a Valid Claim or uses Technology Rights.


 


“Licensed
Product” means any product or component (i) whose manufacture, use, sale, offer for sale or import is covered by any Valid
Claim or incorporates any Technology Rights, or (ii) which is made using a Licensed Process or another Licensed Product.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 6 of 25	 




     


    

 


“Licensed
Service” means performance of a service for any consideration using a Licensed Product, or the practice of a Licensed Process.
For clarity, research and development of Licensed Products by Licensee, its Affiliates, or a Sublicensee does not constitute a Licensed
Service.


 


“Exclusive
Licensed Subject Matter” means the Patent Rights and/or Technology Rights subject to the exclusive license only.


 


“Licensee”
means the Party identified as the Licensee in Section 1 of the Patent & Technology License Agreement.


 


“Licensor”
means the Party identified as the Licensor in Section 1 of the Patent & Technology License Agreement.


 


“Milestone
Fees” means all fees identified as Milestone Fees in Section 3.1(b) of the Patent & Technology License Agreement.


 


“Net
Product Sales” means the Gross Consideration from the Sale of Licensed Products less the following items directly attributable
to the Sale of such Licensed Products that are specifically identified on the invoice for such Sale and borne by the Licensee, Affiliates,
or Sublicensees as the seller: (a) discounts and rebates actually granted; (b) sales, value added, use and other taxes and government
charges actually paid, excluding income taxes; (c) import and export duties actually paid; (d) freight, transport, packing and transit
insurance charges actually paid or allowed; and (e) other amounts actually refunded, allowed or credited due to rejections or returns,
but not exceeding the original invoiced amount.


 


Net
Product Sales exclude a reasonable quantity used internally solely for testing or quality control purposes, marketing or demonstration
purposes, or seeking governmental approval.


 


“Net
Service Sales” means the Gross Consideration received from the Sale of Licensed Services less the following items, directly
attributable to the Sale of such Licensed Services that are specifically identified on the invoice for such Sale and borne by the Licensee,
Affiliates, or Sublicensees as the seller: (a) discounts and rebates actually granted; (b) sales, value added, use and other taxes and
government charges actually paid, excluding income taxes; and (c) other amounts actually refunded, allowed or credited due to rejections
or re-works, but not exceeding the original invoiced amount.


 


“Non-Royalty
Sublicensing Consideration” means the Gross Consideration received by the Licensee or its Affiliate from a Sublicensee in consideration
of the grant of a sublicense under the Licensed Subject Matter (including, without limitation, license or option or distribution fees,
fees to maintain license rights, and bonus/milestone payments), but excluding amounts received as running royalties, a profit share,
or other revenue sharing based on Net Product Sales or Net Service Sales for which Licensor receives a running royalty under Section
3.2. For the avoidance of doubt, Non-Royalty Sublicensing Consideration shall not include bona fide: (a) running royalties received by
Licensee or an Affiliate based on Net Product Sales or Net Service Sales that are royalty-bearing to Licensor under Section 3.2, (b)
purchase price for Licensee’s stock or other securities not in excess of Fair Market Value, and (iii) amounts paid and used exclusively
for research and development of Licensed Products or Licensed Services by Licensee.


 


“Patent
& Technology License Agreement” means the particular Patent & Technology License Agreement to which these Terms and
Conditions are attached and incorporated into by reference.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 7 of 25	 




     


    

 


“Patent
Rights” means the Licensor’s rights in: (a) the patents and patent applications listed in Section 1 of the Patent &
Technology License Agreement; (b) all non-provisional patent applications that claim priority to any of the provisional applications
listed in Section 1 of the Patent & Technology License Agreement to the extent the claims of such non-provisional applications are
entitled to claim priority to such provisional applications; (c) all divisional, continuations and continuations-in-part of the non-provisional
patent applications identified in (a) and (b), above to the extent that claims of such continuations-in-part are entitled to claim priority
to at least one of the patent applications identified in (a) or (b), above; (d) all reissues, reexaminations, extensions, and foreign
counterparts of any of the patents or patent applications identified in (a), (b) or (c), above; and (e) any patents that issue with respect
to any of the patent applications listed in (a), (b) , (c) or (d), above. From time to time during the term of the Agreement, upon written
agreement by both Parties, Licensee and Licensor shall update the list of all patent applications and patents within the Patent Rights.


 


“Prosecution
Counsel” means the law firm or attorney who is handling the prosecution of the Patent Rights. Prosecution Counsel as of the
Effective Date is identified in Section 1 of the Patent & Technology License Agreement.


 


“Quarterly
Payment Deadline” means the day that is 30 days after the last day of any particular Contract Quarter.


 


“Regulatory
Approval” means the approval needed by the Regulatory Authority for a particular national jurisdiction to market, Sell and
use a Licensed Product or Licensed Service in that national jurisdiction.


 


“Regulatory
Authority” means the governmental authority responsible for granting any necessary licenses or approvals for the marketing,
Sale and use of a Licensed Product or Licensed Service in a particular national jurisdiction.


 


“Sell,
Sale or Sold” means any transfer or other disposition of Licensed Products or Licensed Services for which consideration is
received by Licensee, its Affiliates or Sublicensees. A Sale of Licensed Products or Licensed Services will be deemed completed at the
time Licensee or its Affiliate or its Sublicensee invoices, ships, performs, or receives payment for Licensed Products or Licensed Services,
whichever occurs first.


 


“Sublicense
Agreement” means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third
party any of the license rights granted to the Licensee under the Agreement.


 


“Sublicense
Fee” means the fee specified in Section 3.1(d) of the Patent & Technology License Agreement.


 


“Sublicensee”
means any entity to whom an express sublicense has been granted under the Patent Rights and/or Technology Rights. For clarity, a third
party wholesaler or distributor who has no significant responsibility for marketing and promotion of the Licensed Product or Licensed
Services within its distribution territory or field (i.e., the third party simply functions as a reseller), and who does not pay any
consideration to Licensee or an Affiliate for such wholesale or distributor rights, shall not be deemed a Sublicensee; and the resale
by such a wholesaler or distributor shall not be treated as royalty bearing Net Sales by a Sublicensee provided that a royalty is being
paid by Licensee for the initial transfer to the wholesaler or distributor pursuant to Section 3.2. This definition does not limit Licensee’s
rights to grant or authorize sublicenses under the Agreement.


 


“Technology
Rights” means Licensor’s rights in technical information, know-how, processes, procedures, compositions, devices, methods,
formulas, protocols, techniques, designs, drawings or data created before the Effective Date by Inventors while employed at the Licensor
and within the Field which are not covered by a Valid Claim but which are necessary for practicing inventions claimed in patents and/or
patent applications listed in the definition of Patent Rights whether outstanding, expired or abandoned.


 


“Territory”
means the territory so indicated as the Territory in Section 1 of the Patent & Technology License Agreement.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 8 of 25	 




     


    

 


“Valid
Claim” means a claim of (i) an issued and unexpired patent included within the Patent Rights unless the claim has been held
unenforceable or invalid by the final, un-reversed, and un-appealable decision of a court or other government body of competent jurisdiction,
has been irretrievably abandoned or disclaimed, or has otherwise been finally admitted or determined to be invalid, un-patentable or
unenforceable, whether through reissue, reexamination, disclaimer or otherwise, or (ii) a pending patent application within the Patent
Rights to the extent the claim continues to be prosecuted in good faith.


 


	2.	License
    Grant and Commercialization


 


	 	2.1	Grant


 


	 	(a)	Licensor
    grants to Licensee a royalty-bearing exclusive license within the cryptocurrency mining industry only and a non-exclusive license
    for all other industries under Patent Rights to manufacture, have manufactured, distribute, have distributed, use, offer for Sale,
    Sell, lease, loan and/or import Licensed Products in the Field in the Territory where available and to perform Licensed Services
    in the Field in the Territory where available.
	 	 	 
	 	(b)	Licensor
    grants to Licensee a royalty-bearing exclusive license within the cryptocurrency mining industry only and a non-exclusive license
    for all other industries under Technology Rights to manufacture, have manufactured, distribute, have distributed, use, offer for
    Sale, Sell, lease, loan and/or import Licensed Products in the Field in the Territory where available and to perform Licensed Services
    in the Field in the Territory where available.
	 	 	 
	 	(c)	This
    grant is subject to (i) the payment by Licensee to Licensor of all consideration required under the Agreement, (ii) any rights of,
    or obligations to, the Government as set forth in Section 11.2 (Government Rights), and (iii) rights retained by Licensor to:


 


	 	(1)	Publish
    the scientific findings from research related to the Patent Rights; and
	 	 	 
	 	(2)	Use
    the Licensed Subject Matter for teaching, research, education, and other educationally-related purposes; and
	 	 	 
	 	(3)	Grant
    rights to, and transfer material embodiments of, the Licensed Subject Matter to other academic institutions or non-profit research
    institutions for the purposes identified in clauses (1) and (2) above.


 


	 	(d)	Licensor
    reserves all rights not expressly granted in the Agreement and disclaims the grant of any implied rights to Licensee.


 


	 	2.2	Affiliates


 


Licensee
may extend the license granted herein to any Affiliate provided that the Affiliate agrees in writing to be bound by the Agreement to
the same extent as Licensee. For the sake of clarity, any specific reference to “Licensee” herein shall include such Affiliate
regardless of whether a specific reference to an “Affiliate” is made in such provision. Licensee agrees to deliver such written
agreement to Licensor within 30 calendar days following execution.


 


	 	2.3	Sublicensing


 


Licensee
has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to
the following:


 


	 	(a)	Licensee
    shall not have the right to sublicense the Licensed Subject Matter for any industry other than cryptocurrency mining.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 9 of 25	 




     


    

 


	 	(b)	A
    Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be
    bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the
    Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a)
    (Effect of Termination). Licensee may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such
    sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees”
    for purposes of the Agreement. 
	 	 	 
	 	(c)	Licensee
    shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee,
    and any modification or termination thereof, within 30 days following the applicable execution, modification, or termination of such
    Sublicense Agreement. If the Sublicense Agreement is not in English, Licensee shall provide Licensor an accurate English translation
    in addition to a copy of the original agreement. 
	 	 	 
	 	(d)	Notwithstanding
    any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations
    contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid
    to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee
    will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event
    that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense
    Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.


 


	 	2.4	Diligent
    Commercialization


 


Licensee
by itself or through its Affiliates and Sublicensees will use diligent efforts to make Licensed Products and/or Licensed Services (as
applicable) commercially available in the Field within the Territory where available. Without limiting the foregoing, Licensee will


 


	 	(a)	maintain
    a bona fide, funded, ongoing and active research, development, manufacturing, regulatory, marketing or sales program (all as commercially
    reasonable) to make License Products and/or Licensed Services commercially available to the public as soon as commercially practicable,
    and 
	 	 	 
	 	(b)	fulfill
    the milestone events specified in Section 2.4 of the Patent & Technology License Agreement by the deadlines indicated therein.


 


If
the obligations under this Section 2.4 are not fulfilled, Licensor may treat such failure as a breach in accordance with Section 7.3(b).


 


	 	2.5	Litigation by Sublicensee




 


In
each Sublicense Agreement the following clauses must be included:


 


In
the event Sublicensee brings an action seeking to invalidate or render unenforceable any Licensed Patent:


 


	 	(a)	Sublicensee
    shall double the payment paid to the Licensee during the pendency of such action. Moreover, should the outcome of such action determine
    that any claim of a patent challenged by the Sublicensee is both valid and infringed by a Licensed Product, Sublicensee shall pay
    triple the payment paid under the original Sublicense Agreement;


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 10 of 25	 




     


    

 


 


	 	(b)	Sublicensee
    shall have no right to recoup any Royalties paid before or during the period of challenge;
	 	 	 
	 	(c)	Sublicensee
    shall not pay Royalties into any escrow or other similar account; and
	 	 	 
	 	(d)	any
    dispute regarding the validity of any Licensed Patent shall be arbitration in Orange County California, and the parties agree not
    to challenge personal jurisdiction in that forum.


 


Sublicensee
shall provide written notice to Board at least three (3) months prior to bringing an action seeking to invalidate or render unenforceable
a Licensed Patent. Sublicensee shall include with such written notice an identification of all prior art it believes invalidates any
claim of the Licensed Patent.


 


	3.
    	Compensation


 


In
consideration of rights granted to Licensee, Licensee will pay Licensor the following fees and royalties. All fees and royalties are
not refundable and are not creditable against other fees and royalties. Each payment will reference the Patent & Technology License
Agreement number and will be sent to Licensor’s payment and accounting contact in Section 18 (Notices) of the Patent & Technology
License Agreement.


 


	 	3.1	Non-Royalty
    Payments due from Licensee


 


	 	(a)	Milestone
    Fees. Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly
    Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology
    License Agreement are achieved.
	 	 	 
	 	(b)	 Scheduled
    License Fees. Licensee will pay license fees in the amounts set forth in Sections 3.1(c) of the Patent & Technology License
    Agreement in accordance with the stated schedule.
	 	 	 
	 	(c)	Sublicense
    Fees. Licensee will pay Sublicense Fees indicated in Section 3.1(d) of the Patent & Technology License Agreement on or before
    the Quarterly Payment Deadline for the Contract Quarter. 
	 	 	 
	 	(d)
    	Assignment
    Fee. Licensee will pay the assignment fee set forth in Section 3.1(e) of the Patent & Technology License Agreement within
    15 days of the assignment of the Agreement.


 


	 	3.2	Royalties


 


Licensee
will pay running royalties on Net or Gross Product Sales and Net or Gross Service Sales whichever is higher in each Contract Quarter
on or before the Quarterly Payment Deadline for such Contract Quarter, as follows: (a) at the rate set forth in Section 3.2(a) of the
Patent & Technology License Agreement on Net Product Sales and Net Service Sales in each Contract Quarter for Licensed Products and
Licensed Services covered by one or more Valid Claims; and (b) at the rate set forth in Section 3.2(b) of the Patent & Technology
License Agreement on Net Product Sales and Net Service Sales in each Contract Quarter for Licensed Products and Licensed Services not
covered by a Valid Claim. No royalty shall be payable under this Section 3.2 with respect to (i) Sales to an Affiliate or Sublicensee
of a particular unit of Licensed Product that is used by such Affiliate or Sublicensee to perform a Licensed Service if Licensor is paid
a royalty on the Sale of such Licensed Service, (ii) the Sale of Licensed Products between or among Licensee, its Affiliates, and Sublicensees
for re-sale purposes, provided Licensor is paid a royalty with respect to the re-sale, or (iii) payments that constitute Non-Royalty
Sublicensing Consideration.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 11 of 25	 




     


    

 


	 	3.3	Minimum
    Royalties


 


If
royalties paid to Licensor do not reach the minimum royalty amounts stated in Section 3.3 of the Patent & Technology License Agreement
for the specified periods, Licensee will pay Licensor on or before the Quarterly Payment Deadline for the last Contract Quarter in the
stated period an additional amount equal to the difference between the stated minimum royalty amount and the actual royalties paid to
Licensor.


 


	 	3.4	Non-cash
    Consideration


 


If
Licensee receives or anticipates receipt of non-cash consideration from Sales or Sublicenses, the manner in which Licensor will receive
its compensation under the Agreement with respect to such non-cash consideration will be negotiated in good faith and timely agreed to
by the Parties.


 


	 	3.5	Litigation
    by Licensee


 


In
the event Licensee brings an action seeking to invalidate or render unenforceable any Licensed Patent:


 


	 	(a)	Licensee
    shall double the payments paid to Licensor during the pendency of such action. Moreover, should the outcome of such action determine
    that any claim of a patent challenged by the Licensee is both valid and infringed by a Licensed Product, Licensee shall pay triple
    the payment paid under the original Agreement;
	 	 	 
	 	(b)	Licensee
    shall have no right to recoup any payments paid before or during the period of challenge;
	 	 	 
	 	(c)	Licensee
    shall not pay Royalties into any escrow or other similar account; and
	 	 	 
	 	(d)	any
    dispute regarding the validity of any Licensed Patent shall be Arbitration in Orange County California, and the parties agree not
    to challenge personal jurisdiction in that forum.


 


Licensee
shall provide written notice to Licensor at least three (3) months prior to bringing an action seeking to invalidate or render unenforceable
a Licensed Patent. Licensee shall include with such written notice an identification of all prior art it believes invalidates any claim
of the Licensed Patent.


 


	4.	Reports
    and Plans


 


The
reports specified in this Section 4 will be sent to Licensor’s payment and reporting contact identified in Section 18 (Notices)
of the Patent & Technology License Agreement. If Licensor requests to have information submitted in a particular format, Licensee
will use reasonable efforts to comply with such request.


 


	 	4.1	Quarterly
    Payment and Milestone Reports


 


On
or before each Quarterly Payment Deadline, Licensee will deliver to Licensor a true and accurate report, certified by an officer of Licensee,
giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees (including copies of reports provided
by Sublicensees and Affiliates to Licensee) during the preceding Contract Quarter under the Agreement as necessary for Licensor to account
for Licensee’s payments, including royalties, hereunder, even if no payments are due. The reports shall continue to be delivered
after the termination or expiration of the Agreement until such time as all Licensed Products permitted to be Sold after termination
or expiration have been Sold or destroyed. The report shall be in the format of Exhibit B, and shall include:


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 12 of 25	 




     


    

 


	 	(a)	The
    name of the Licensee, the Patent & Technology License Agreement number, and the period covered by the report;
	 	 	 
	 	(b)	The
    name of any Affiliates and Sublicensees whose activities are also covered by the report;
	 	 	 
	 	(c)	Identification
    of each Licensed Product and Licensed Service for which any royalty payments have become payable; 
	 	 	 
	 	(d)	Net
    Product Sales and Net Service Sales segregated on a product-by-product basis, and a country-by-country basis, or an affirmative statement
    that no Sales were made. The report shall also itemize the permitted deductions from the Gross Consideration used to arrive at the
    resulting Net Product Sales and Net Service Sales, on a product-by-product and country-by-country basis;
	 	 	 
	 	(e)
    	The
    applicable royalty rate;
	 	 	 
	 	(f)	An
    affirmative statement of whether any milestones with deadlines in that Contract Quarter under Section 2.4 and any milestones under
    Section 3.1(b) were met or not, and the resulting Milestone Fee payable;
	 	 	 
	 	(g)	Non-Royalty
    Sublicensing Consideration received by Licensee segregated on a Sublicense-by-Sublicense basis, or an affirmative statement that
    none was received;
	 	 	 
	 	(h)	If
    any consideration was received in currencies other than U.S. dollars, the report shall describe the currency exchange calculations;
    and
	 	 	 
	 	(i)	Any
    changes in accounting methodologies used to account for and calculate the items included in the report since the previous report.


 


	 	4.2	Annual
    Written Progress Report and Commercialization Plan


 


Within
45 days following the end of each Contract Year, Licensee will deliver to Licensor a true and accurate signed written progress report,
that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products
and Licensed Services, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products and Licensed
Services for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall be
in the format of Exhibit C and shall contain the following information to the extent relevant to the activities under the
Agreement:


 


	 	(a)	The
    name of the Licensee, the Patent & Technology License Agreement number, the names of any Affiliates and Sublicensees, and the
    products and services being developed and/or commercialized;
	 	 	 
	 	(b)	The
    progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(b); and
	 	 	 
	 	(c)	The
    research and development activities, including status and plans for obtaining any necessary Regulatory Approvals, performed during
    the past year, and the plans for research and development activities for the next year.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 13 of 25	 




     


    

 


	 	4.3	Government
    and Economic Development Reporting


 


If
Licensor requests, Licensee will provide information for Licensor’s Government and economic development reporting purposes, including
the following:


 


	 	(a)	Number
    and geographic location of new full-time employees created during the past Contract Year; total number and geographic location of
    full-time employees of Licensee at the end of such Contract Year;
	 	 	 
	 	(b)	Dollar
    amount of new equity financing received by Licensee during the past Contract Year, and current capitalization, including number and
    class of outstanding securities; 
	 	 	 
	 	(c)	Location
    and square footage of facilities; and 
	 	 	 
	 	(d)	Other
    information required under Federal and state law.


 


This
information shall be treated as Licensee’s Confidential Information; provided that Licensor is entitled to combine such information
with similar information from other Licensor licensees and publicly report such combined aggregate information, without identifying Licensee’s
separate specific applicable numbers. If and when Licensee has more than 200 full-time employees, then no further economic development
reports will be required from Licensee.


 


	5.	Payment,
    Records, and Audits


 


	 	5.1	Payments


 


All
amounts referred to in the Patent & Technology License Agreement are expressed in U.S. dollars without deductions for taxes, assessments,
fees, or charges of any kind. Each payment will reference the agreement number set forth at the beginning of the Patent & Technology
License Agreement. All payments to Licensor will be made in U.S. dollars by check or wire transfer (Licensee to pay all wire transfer
fees) payable to the payee identified in Section 18 of the Patent & Technology License Agreement and sent to the payment and reporting
contact in Section 18 (Notices) of the Patent & Technology License Agreement.


 


	 	5.2	Sales
    Outside the U.S.


 


If
any currency conversion shall be required in connection with the calculation of payments hereunder, such conversion shall be made using
the rate used by Licensee for its financial reporting purposes in accordance with Generally Accepted Accounting Principles (or foreign
equivalent) or, in the absence of such rate, using the average of the buying and selling exchange rate for conversion between the foreign
currency and U.S. Dollars, for current transactions as reported in The Wall Street Journal on the last business days of the Contract
Quarter to which such payment pertains. Licensee may not make any tax withholdings from payments to Licensor, but Licensor agrees to
supply to Licensee, upon written request, appropriate evidence from appropriate U.S. governmental agencies showing that Licensor is a
resident of the United States of America for purposes of the U.S. income tax laws and is tax-exempt under such income tax laws.


 


	 	5.3	Late
    Payments


 


Amounts
that are not paid when due will accrue a late charge from the due date until paid, at a rate equal to 1.0% per month (or the maximum
allowed by law, if less).


 


	 	5.4	Records


 


For
a period of six years after the Contract Quarter to which the records pertain, Licensee agrees that it and its Affiliates and Sublicensees
will each keep complete and accurate records of their Sales, Net Product Sales, Net Service Sales, Milestone Fees, and Non-Royalty Sublicensing
Consideration in sufficient detail to enable such payments to be determined and audited.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 14 of 25	 




     


    

 


	 	5.5	Auditing


 


Licensee
and its Affiliates will permit Licensor or its representatives, at Licensor’s expense, to periodically examine books, ledgers,
and records during regular business hours, at Licensee’s or its Affiliate’s place of business, on at least 30 days advance
notice, to the extent necessary to verify any payment or report required under the Agreement. For each Sublicensee, Licensee shall obtain
such audit rights for Licensor or itself. If Licensee obtains such audit rights for itself, it will promptly conduct an audit of the
Sublicensee’s records upon Licensor’s request, and Licensee will furnish to Licensor a copy of the findings from such audit.
No more than one audit of Licensee, each Affiliate, and each Sublicensee shall be conducted under this Section 5.5 in any calendar year.
If any amounts due Licensor have been underpaid, then Licensee shall immediately pay Licensor the amount of such underpayment plus accrued
interest due in accordance with Section 5.3. If the amount of underpayment is equal to or greater than 5% of the total amount due for
the records so examined, Licensee will pay the cost of such audit. Such audits may, at Licensor’s sole discretion, consist of a
self-audit conducted by Licensee at Licensee’s expense and certified in writing by an authorized officer of Licensee. All information
examined pursuant to this Section 5.5 shall be deemed to be the Confidential Information of the Licensee.


 


	6.	Patent
    Expenses and Prosecution


 


	 	6.1	Patent
    Expenses


 


Since
patent already granted, licensee doesn’t require to paid any of the filing.


 


	7.	Term
    and Termination


 


	 	7.1	Term


 


Unless
earlier terminated as provided herein, the term of the Agreement will commence on the Effective Date and continue until the last date
of expiration or termination of the Patent Rights, or if Technology Rights are licensed and no Patent Rights are applicable, for a term
of four (4) years.


 


	 	7.2	Termination
    by Licensee


 


Licensee,
at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such termination effective
will be 90 days following receipt of such notice by Licensor.


 


	 	7.3	Termination
    by Licensor


 


Licensor,
at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field, or any part of
Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to
terminate, if any of the following occur:


 


	 	(a)	Licensee
    becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within 30 days after
    delivery of written notice from Licensor; or
	 	 	 
	 	(b)
    	Licensee
    is in breach of any non-payment provision of the Agreement, and does not cure such breach within 60 days after delivery of written
    notice from Licensor; or
	 	 	 
	 	(c)	Licensor
    delivers notice to Licensee of three or more actual breaches of the Agreement in any 12-month period, even in the event that Licensee
    cures such breaches in the allowed period; or
	 	 	 
	 	(d)	Licensee
    or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or
    more of the Patent Rights, or assist a third party in pursuing such a proceeding or action.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 15 of 25	 




     


    

 


	 	7.4	Other
    Conditions of Termination


 


The
Agreement will terminate:


 


	 	(a)	Immediately
    without the necessity of any action being taken by Licensor or Licensee, (i) if Licensee becomes bankrupt or insolvent, or (ii) Licensee’s
    Board of Directors elects to liquidate its assets or dissolve its business, or (iii) Licensee ceases its business operations, or
    (iv) Licensee makes an assignment for the benefit of creditors or (v) if the business or assets of Licensee are otherwise placed
    in the hands of a receiver, assignee or trustee, whether by voluntary act of Licensee or otherwise; or
	 	 	 
	 	(b)	At
    any time by mutual written agreement between Licensee and Licensor.


 


	 	7.5	Effect
    of Termination


 


If
the Agreement is terminated for any reason:


 


	 	(a)	All
    rights and licenses of Sublicensees shall terminate upon termination of the Agreement; provided however, if the Sublicense Agreement
    is for all of the Field for all of the Territory, and the Sublicensee is in good standing and agrees in writing to assume all of
    the obligations of Licensee and provides Licensor with written notice thereof within 30 days after termination of the Agreement,
    then such Sublicense Agreement shall survive; and
	 	 	 
	 	(b)	Licensee
    shall cease making, having made, distributing, having distributed, using, selling, offering to sell, leasing, loaning and importing
    any Licensed Products and performing Licensed Services by the effective date of termination; and
	 	 	 
	 	(c)	Licensee
    shall tender payment of all accrued royalties and other payments due to Licensor as of the effective date of termination; and
	 	 	 
	 	(d)	Nothing
    in the Agreement will be construed to release either Party from any obligation that matured prior to the effective date of termination;
    and
	 	 	 
	 	(e)	The
    provisions of Sections 8 (Confidentiality), 9 (Infringement and Litigation), 11 (Representations and Disclaimers), 12 (Limit of Liability),
    13 (Indemnification), 14 (Insurance), 17 (Use of Name), 18 (Notices), and 19 (General Provisions) will survive any termination or
    expiration of the Agreement. In addition, the provisions of Sections 3 (Compensation), 4.1 (Quarterly Payment and Milestone Reports),
    5 (Payment, Records and Audits), and 6.1 (Patent Expenses) shall survive with respect to all activities and payment obligations accruing
    prior to the termination or expiration of the Agreement.


 


	8.	Confidentiality


 


	 	8.1	Definition


 


“Confidential
Information” means all information that is of a confidential and proprietary nature to Licensor or Licensee and provided by
one Party to the other Party under the Agreement.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 16 of 25	 




     


    

 


	 	8.2	Protection
    and Marking


 


Licensor
and Licensee each agree that all Confidential Information disclosed in tangible form, and marked “confidential” and forwarded
to one by the other, or if disclosed orally, is designated as confidential at the time of disclosure: (i) is to be held in strict confidence
by the receiving Party, (ii) is to be used by and under authority of the receiving Party only as authorized in the Agreement, and (iii)
shall not be disclosed by the receiving Party, its agents or employees without the prior written consent of the disclosing Party or as
authorized in the Agreement. Licensee has the right to use and disclose Confidential Information of Licensor reasonably in connection
with the exercise of its rights under the Agreement, including without limitation disclosing to Affiliates, Sublicensees, potential investors,
acquirers, and others on a need to know basis, if such Confidential Information is provided under conditions which reasonably protect
the confidentiality thereof. Each Party’s obligation of confidence hereunder includes, without limitation, using at least the same
degree of care with the disclosing Party’s Confidential Information as it uses to protect its own Confidential Information, but
always at least a reasonable degree of care.


 


	 	8.3	Confidentiality
    of Terms of Agreement


 


Each
Party agrees not to disclose to any third party the terms of the Agreement without the prior written consent of the other Party hereto,
except each Party may disclose the terms of the Agreement: (a) to advisors, actual or potential Sublicensees, acquirers or investors,
and others on a need to know basis, in each case, under appropriate confidentiality obligations substantially similar to those of this
Section 8; and (b) to the extent necessary to comply with applicable laws and court orders (including, without limitation, The California
Public Information Act, as may be amended from time to time, other open records laws, decisions and rulings, and securities laws, regulations
and guidance). If the Agreement is not for all fields of use, then Licensor may disclose the Field to other potential third party licensees.
Notwithstanding the foregoing, the existence of the Agreement shall not be considered Confidential Information.


 


	 	8.4	Disclosure
    Required by Court Order or Law


 


If
the receiving Party is required to disclose Confidential Information of another Party hereto, or any terms of the Agreement, pursuant
to the order or requirement of a court, administrative agency, or other governmental body or applicable law, the receiving Party may
disclose such Confidential Information or terms to the extent required, provided that the receiving Party shall use reasonable efforts
to provide the disclosing Party with reasonable advance notice thereof to enable the disclosing Party to seek a protective order and
otherwise seek to prevent such disclosure. To the extent that Confidential Information so disclosed does not become part of the public
domain by virtue of such disclosure, it shall remain Confidential Information protected pursuant to Section 8.


 


	 	8.5	Copies


 


Each
Party agrees not to copy or record any of the Confidential Information of the other Party, except as reasonably necessary to exercise
its rights or perform its obligations under the Agreement, and for archival and legal purposes.


 


	 	8.6	Continuing
    Obligations


 


Subject
to the exclusions listed in Section 8.7, the Parties’ confidentiality obligations under the Agreement will survive termination
of the Agreement and will continue for a period of five years thereafter.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 17 of 25	 




     


    

 


	 	8.6	Exclusions


 


Information
shall not be considered Confidential Information of a disclosing Party under the Agreement to the extent that the receiving Party can
establish by competent written proof that such information:


 


	 	(a)	Was
    in the public domain at the time of disclosure; or
	 	 	 
	 	(b)	Later
    became part of the public domain through no act or omission of the recipient Party, its employees, agents, successors or assigns
    in breach of the Agreement; or
	 	 	 
	 	(c)	Was
    lawfully disclosed to the recipient Party by a third party having the right to disclose it not under an obligation of confidentiality;
    or
	 	 	 
	 	(d)	Was
    already known by the recipient Party at the time of disclosure; or
	 	 	 
	 	(e)	Was
    independently developed by the recipient Party without use of the disclosing Party’s Confidential Information.


 


	 	8.8	Copyright
    Notice


 


The
placement of a copyright notice on any Confidential Information will not be construed to mean that such information has been published
and will not release the other Party from its obligation of confidentiality hereunder


 


	9.
    	Infringement
    and Litigation


 


	 	9.1	Notification


 


If
either Licensor’s designated office for technology commercialization or Licensee becomes aware of any infringement or potential
infringement of Patent Rights, each Party shall promptly notify the other of such in writing.


 


	 	9.2	Licensee’s
    Enforcement Rights


 


Licensee
shall enforce the Patent Rights against any infringement by a third party. Licensee shall be responsible for payment of all fees and
expenses associated with such enforcement incurred by Licensee and incurred by Licensor in providing cooperation or joining as a party
as provided in Section 9.4. Any monetary recovery for actual damages or punitive damages, in excess of Licensee’s documented, third-party
expenses in enforcing the Patent Rights and amounts actually reimbursed by Licensee to Licensor under this Section 9.2 shall be shared
by Licensee with Licensor in the same manner as Non-Royalty Sublicensing Consideration.


 


	 	9.3	Licensor’s
    Enforcement Rights


 


If
Licensee does not file suit within six months after a written request by Licensor to initiate an infringement action, then Licensor shall
have the right, at its sole discretion, to bring suit to enforce any Patent Right licensed hereunder against the infringing activities,
with Licensor retaining all recoveries from such enforcement. If Licensor pursues such infringement action, Licensor may, as part of
the resolution of such efforts, grant exclusive license rights to the alleged infringer notwithstanding Licensee’s exclusive license
rights.


 


	 	9.4	Cooperation
    between Licensor and Licensee


 


In
any infringement suit or dispute, the Parties agree to cooperate fully with each other. At the request of the Party bringing suit, the
other Party will permit reasonable access after reasonable advance notice to all relevant personnel, records, papers, information, samples,
specimens, etc., during regular business hours.


 


If
it is necessary to name Licensor as a party in such action, then Licensee must first obtain Licensor’s prior written permission,
which permission shall not be unreasonably withheld, provided that Licensor shall have reasonable prior input on choice of counsel on
any matter where such counsel represents Licensor, and Licensee and such counsel agree to follow all required procedures.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 18 of 25	 




     


    

 


	10.	Export
    Compliance


 


Licensee
understands that the Arms Export Control Act (AECA), including its implementing International Traffic In Arms Regulations (ITAR), and
the Export Administration Act (EAA), including its Export Administration Regulations (EAR), are some (but not all) of the laws and regulations
that comprise the U.S. export laws and regulations. Licensee further understands that the U.S. export laws and regulations include (but
are not limited to): (a) ITAR and EAR product/service/data-specific requirements; (b) ITAR and EAR ultimate destination-specific requirements;
(c) ITAR and EAR end user-specific requirements; (d) Foreign Corrupt Practices Act; and (e) anti-boycott laws and regulations. Licensee
will comply with all then-current applicable export laws and regulations of the U.S. Government (and other applicable U.S. laws and regulations)
pertaining to the Licensed Products and Licensed Services (including any associated products, items, articles, computer software, media,
services, technical data, and other information). Licensee certifies that it will not, directly or indirectly, export (including any
deemed export), nor re-export (including any deemed re-export) the Licensed Products and Licensed Services (including any associated
products, items, articles, computer software, media, services, technical data, and other information) in violation of applicable U.S.
laws and regulations. Licensee will include a provision in its agreements, substantially similar to this Section 10, with its Sublicensees,
third party wholesalers and distributors, who purchase a Licensed Product, requiring that these parties comply with all then-current
applicable U.S. export laws and regulations and other applicable U.S. laws and regulations.


 


	11.	Representations
    and Disclaimers


 


	 	11.1	Licensor
    Representations


 


Except
for the rights, if any, of the Government as set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge
of Licensor’s designated office for technology commercialization (i) Licensor is the owner or agent of the entire right, title,
and interest in and to Patent Rights (other than the right, title and interest of any joint owner identified in Section 1 of the Patent
& Technology License Agreement), (ii) Licensor has the right to grant licenses hereunder, and (iii) Licensor has not knowingly granted
and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in the
Agreement.


 


	 	11.2	Licensor
    Disclaimers


 


EXCEPT
AS SPECIFICALLY SET FORTH IN SECTION 11.1, LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE LICENSED PRODUCTS OR LICENSED SERVICES, OR AS TO THE OPERABILITY OR
FITNESS FOR ANY USE OR PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST
OF DEVELOPMENT, PATENTABILITY, AND/OR BREADTH OF PATENT RIGHTS. LICENSOR MAKES NO REPRESENTATION AS TO WHETHER ANY PATENT WITHIN PATENT
RIGHTS IS VALID, OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY LICENSOR THAT MIGHT BE REQUIRED
FOR USE OF PATENT RIGHTS IN FIELD. NOTHING IN THE AGREEMENT WILL BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY
LICENSE OR RIGHTS TO ANY PATENTS OR TECHNOLOGY OF LICENSOR OTHER THAN THE PATENT RIGHTS, WHETHER SUCH PATENTS ARE DOMINANT OR SUBORDINATE
TO THE PATENT RIGHTS, OR THE TECHNOLOGY RIGHTS SPECIFICALLY DESCRIBED HEREIN


 


	 	11.3	Licensee
    Representation


 


By
execution of the Agreement, Licensee represents, acknowledges, covenants and agrees (a) that Licensee has not been induced in any way
by Licensor or its employees to enter into the Agreement, and (b) that Licensee has been given an opportunity to conduct sufficient due
diligence with respect to all items and issues pertaining to this Section 11 (Representations and Disclaimers) and all other matters
pertaining to the Agreement; and (c) that Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants,
to adequately conduct the due diligence, and (c) that Licensee accepts all risks inherent herein. Licensee represents that it is a duly
organized, validly existing entity of the form indicated in Section 1 of the Patent & Technology License Agreement, and is in good
standing under the laws of its jurisdiction of organization as indicated in Section 1 of the Patent & Technology License Agreement,
and has all necessary corporate or other appropriate power and authority to execute, deliver and perform its obligations hereunder.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 19 of 25	 




     


    

 


	12.	Limit
    of Liability


 


IN
NO EVENT SHALL LICENSOR, AGENTS OR AFFILIATED ENTERPRISES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY,
OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THE
AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER ANY SUCH PARTY KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. OTHER
THAN FOR CLAIMS AGAINST LICENSEE FOR INDEMNIFICATION (SECTION 13) OR FOR MISUSE OR MISAPPROPRIATION OR INFRINGEMENT OF LICENSOR’S
INTELLECTUAL PROPERTY RIGHTS, LICENSEE WILL NOT BE LIABLE TO LICENSOR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER,
REGARDLESS OF WHETHER LICENSEE KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.


 


	13.	Indemnification


 


	 	13.1	Indemnification
    Obligation


 


Subject
to Section 13.2, Licensee agrees to hold harmless, defend and indemnify Licensor, Affiliated and agents (“Indemnified Parties”)
from and against any liabilities, damages, causes of action, suits, judgments, liens, penalties, fines, losses, costs and expenses (including,
without limitation, reasonable attorneys’ fees and other expenses of litigation) (collectively “Liabilities”) resulting
from claims or demands brought by third parties against an Indemnified Party on account of any injury or death of persons, damage to
property, or any other damage or loss arising out of or in connection with the Agreement or the exercise or practice by or under authority
of Licensee, its Affiliates or their Sublicensees, or third party wholesalers or distributors, or other providers who purchase a Licensed
Product, of the rights granted hereunder.


 


	14.	Insurance


 


	 	14.1	Insurance
    Requirements


 


Prior
to any Licensed Product being used or Sold (including for the purpose of obtaining Regulatory Approval), and prior to any Licensed Service
being performed by Licensee, an Affiliate, or by a Sublicensee, and for a period of five years after the Agreement expires or is terminated,
Licensee shall, at its sole cost and expense, procure and maintain commercial general liability insurance in commercially reasonable
and appropriate amounts for the Licensed Product being used or Sold or the Licensed Service being performed. Licensee shall use commercially
reasonable efforts to have Licensor, and Inventors named as additional insureds. Such commercial general liability insurance shall provide,
without limitation: (i) product liability coverage; (ii) broad form contractual liability coverage for Licensee’s indemnification
under the Agreement; and (iii) coverage for litigation costs.


 


	 	14.2	Evidence
    of Insurance and Notice of Changes


 


Upon
request by Licensor, Licensee shall provide Licensor with written evidence of such insurance. Additionally, Licensee shall provide Licensor
with written notice of at least 60 days prior to Licensee cancelling, not renewing, or materially changing such insurance.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 20 of 25	 




     


    

 


	15.	Assignment


 


The
Agreement may not be assigned by Licensee without the prior written consent of Licensor, which consent will not be unreasonably withheld.
A merger or other transaction in which the equity holders of Licensee prior to such event hold less than a majority of the equity of
the surviving or acquiring entity shall be considered an assignment of the Agreement. For any permitted assignment to be effective, (a)
Licensee must be in good standing under this Agreement, (b) the Licensee must pay Licensor the assignment fee pursuant to Section 3.1(e),
and (c) the assignee must assume in writing (a copy of which shall be promptly provided to Licensor) all of Licensee’s interests,
rights, duties and obligations under the Agreement and agree to comply with all terms and conditions of the Agreement as if assignee
were an original Party to the Agreement.


 


	16.	Governmental
    Markings


 


	 	16.1	Patent
    Markings


 


Licensee
agrees that all Licensed Products Sold by Licensee, Affiliates, or Sublicensees will be legibly marked with the number of any applicable
patent(s) licensed hereunder as part of the Patent Rights in accordance with each country’s patent marking laws, including Title
35, U.S. Code, or if such marking is not practicable, shall so mark the accompanying outer box or product insert for Licensed Products
accordingly. Licensee will not engage in false marketing of Licensed Products and Licensee will be responsible for any damages and penalties
imposed for false marketing claims.


 


	 	16.2	Governmental
    Approvals and Marketing of Licensed Products and or Licensed Services


 


Licensee
will be responsible for obtaining all necessary governmental approvals for the development, production, distribution, advertising, Sale,
and use of any Licensed Product or performance of any Licensed Service, at Licensee’s expense, including, without limitation, any
safety studies. Licensee will have sole responsibility for any warning labels, packaging and instructions as to the use and the quality
control for any Licensed Product or Licensed Service.


 


	 	16.3	Foreign
    Registration and Laws


 


Licensee
agrees to register the Agreement with any foreign governmental agency that requires such registration; and Licensee will pay all costs
and legal fees in connection with such registration. Licensee is responsible for compliance with all foreign laws affecting the Agreement
or the Sale of Licensed Products and Licensed Services to the extent there is no conflict with United States law, in which case United
States law will control.


 


	17.	Use
    of Name


 


Licensee
will not use the name, trademarks or other marks of Licensor without the advance written consent of Licensor. Licensor may use Licensee’s
name and logo for annual reports, brochures, website and internal reports without prior consent.


 


	18.	Notices


 


Any
notice or other communication of the Parties required or permitted to be given or made under the Agreement will be in writing and will
be deemed effective when sent in a manner that provides confirmation or acknowledgement of delivery and received at the address set forth
in Section 18 of the Patent & Technology License Agreement (or as changed by written notice pursuant to this Section 18). Notices
required under the Agreement may be delivered via E-mail provided such notice is confirmed in writing as indicated.


 


Notices
shall be provided to each Party as specified in the “Contact for Notice” address set forth in Section 18 of the Patent &
Technology License Agreement. Each Party shall update the other Party in writing with any changes in such contact information.


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 21 of 25	 




     


    

 


	19.	General
    Provisions


 


	 	19.1	Binding
    Effect


 


The
Agreement is binding upon and inures to the benefit of the Parties hereto, their respective executors, administrators, heirs, permitted
assigns, and permitted successors in interest.


 


	 	19.2	Construction
    of Agreement


 


Headings
are included for convenience only and will not be used to construe the Agreement. The Parties acknowledge and agree that both Parties
substantially participated in negotiating the provisions of the Agreement; therefore, both Parties agree that any ambiguity in the Agreement
shall not be construed more favorably toward one Party than the other Party, regardless of which Party primarily drafted the Agreement.


 


	 	19.3	Counterparts and Signatures




 


The
Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. A Party may evidence its execution and delivery of the Agreement by transmission of a signed
copy of the Agreement via facsimile or email. In such event, the Party shall promptly provide the original signature page(s) to the other
Party.


 


	 	19.4	Compliance with Laws




 


Licensee
will comply with all applicable federal, state and local laws and regulations, including, without limitation, all export laws and regulations.


 


	 	19.5	Governing Law




 


The
Agreement will be construed and enforced in accordance with laws of the U.S. with respect to patent law and the State of California for
all other aspects of this Agreement, without regard to choice of law and conflicts of law principles.


 


	 	19.6	Modification




 


Any
modification of the Agreement will be effective only if it is in writing and signed by duly authorized representatives of both Parties.
No modification will be made by email communications.


 


	 	19.7	Severability




 


If
any provision hereof is held to be invalid, illegal or unenforceable in any jurisdiction, the Parties hereto shall negotiate in good
faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties, and all other
provisions hereof shall remain in full force and effect in such jurisdiction and shall be construed in order to carry out the intentions
of the Parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality
or enforceability of such other provisions in any other jurisdiction, so long as the essential essence of the Agreement remains enforceable.


 


	 	19.8	Third Party Beneficiaries




 


Nothing
in the Agreement, express or implied, is intended to confer any benefits, rights or remedies on any entity, other than the Parties and
their permitted successors and assigns. However, if there is a joint owner of any Patent Rights identified in Section 1 of the Patent
& Technology License Agreement (other than Licensee), then Licensee hereby agrees that the following provisions of these Terms and
Conditions extend to the benefit of the co-owner identified therein (excluding the Licensee to the extent it is a co-owner) as if such
co-owner was identified in each reference to the Licensor: the retained rights under clause (b) of Section 2.1; Section 11.3 (Licensor
Disclaimers); Section 12 (Limitation of Liability); Section 13 (Indemnification); Section 14.1 (Insurance Requirements); Section 17 (Use
of Name); and Section 19.10 (Sovereign Immunity, if applicable).


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 22 of 25	 




     


    

 


	 	19.9	Waiver




 


Neither
Party will be deemed to have waived any of its rights under the Agreement unless the waiver is in writing and signed by such Party. No
delay or omission of a Party in exercising or enforcing a right or remedy under the Agreement shall operate as a waiver thereof.


 


	 	19.10	Sovereign Immunity




 


Nothing
in the Agreement shall be deemed or treated as any waiver of Licensor’s sovereign immunity.


 


	 	19.11	Entire Agreement




 


The
Agreement constitutes the entire Agreement between the Parties regarding the subject matter hereof, and supersedes all prior written
or verbal agreements, representations and understandings relative to such matters.


 


	 	19.12	Claims Against Licensor
  for Breach of Agreement




 


Licensee
acknowledges that any claim for breach of the Agreement asserted by Licensee against Licensor shall be subject to California Government
Code and that the process provided therein shall be Licensee’s sole and exclusive process for seeking a remedy for any and all
alleged breaches of the Agreement by Licensor.


 


	 	19.13	Grant of Security Interest




 


Licensee
hereby grants to Licensor a security interest in and to Licensee’s rights under the Patent & Technology License Agreement,
as collateral security for the payment by Licensee of any and all sums which may be owed from time to time by Licensee to Licensor. Licensor
shall have all rights of a secured party as specified in California uniform Commercial Code relative to this security interest and the
enforcement thereof. Licensee hereby authorizes Licensor to file with the appropriate governmental agencies appropriate UCC-1 financing
statements to evidence this security interest.


 


	 	19.14	Jurisdiction and Venue




 


The
parties hereby irrevocably submit to the exclusive jurisdiction of a court of competent jurisdiction in Orange County California, and,
by execution and delivery of this Agreement, each party (a) accepts, generally and unconditionally, the jurisdiction of such court and
any related appellate court, and (b) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit,
action or proceeding brought in such court or that such court is an inconvenient forum.


 


—
END OF EXHIBIT A —


 




    
	Licensee: Bitech Mining Corporation	CONFIDENTIAL	Licensor: SUPERGREEN ENERGY CORP
		Page 23 of 25	 




     


    

 


EXHIBIT
B


Royalty
Report


 


Required
Royalty Report information includes:


 


	●	The
    applicable case reference number(s): (e.g., 2007.013.LA1)
	●	Reporting
    Period
	●	Catalog
    number and units Sold of each Licensed Product (domestic and foreign)
	●	Gross
    Sales per catalog number per country
	●	Total
    gross Sales
	●	Itemized
    deductions from gross Sales
	●	Total
    Net Sales
	●	Running
    Royalty rate and associated calculations
	●	Gross
    earned royalty
	●	Adjustments
    for Minimum Royalty and other creditable payments made by Licensee to Licensor
	●	Net
    earned royalty due to Licensor


 


Example:


 


WidgetCo
Inc. Royalty Report


For
Reporting Period ended December 31, 2015


Case
Number: 2007.013.LA1


 


	Catalog Number	 	Product Name	 	Country	 	 	Units Sold	 	 	Gross Sales (US$)	 
	1	 	A	 	 	US	 	 	 	250	 	 	 	62,500,000	 
	1	 	A	 	 	UK	 	 	 	32	 	 	 	16,500,000	 
	1	 	A	 	 	France	 	 	 	25	 	 	 	15,625,000	 
	2	 	B	 	 	US	 	 	 	0	 	 	 	0	 
	3	 	C	 	 	US	 	 	 	57	 	 	 	57,125,000	 
	4	 	D	 	 	US	 	 	 	12	 	 	 	1,500,000	 



 


	Total Gross Sales:	 	$	153,250,000	 
	 	 	 	 	 
	Less - Deductions	 	 	 	 
	Returns	 	 	7,000,000	 
	Total Net Sales:	 	$	146,250,000	 
	Running Royalty:	 	 	 	 
	Royalty rate	 	 	10	%
	Royalty due	 	 	14,625,000	 
	 	 	 	 	 
	Less - Creditable Payments	 	 	 	 
	Minimum Royalty	 	$	0	 
	Net Royalty Due	 	$	14,625,000	 




 


—
END OF EXHIBIT B —


 




    
	Licensee: [ Bitech Mining Corporation]	CONFIDENTIAL	Exclusive License
	Licensor: [SUPERGREEN ENERGY CORP USA]	EXHIBIT B	Page 24 of 25




     


    

 


EXHIBIT
C


 


	COMPANY,
    INC.
	TECHNOLOGY
    DEVELOPMENT REPORT FOR PRODUCT
	For
    Calendar Quarter Ended MM/YYYY


 


	 	DESCRIPTION
    OF ACTIVITY

     

    Note:
    Content of Licensee’s TDR form will follow from Licensee’s Product Development Plan (PDP).
	 	Estimated
    Start	 	Estimated
    Finish	 	Amount
    Budgeted for Current Period	 	Amount
    Spent During Current Period	 	Progress
to Date/Commentary 

                                                                                                                                       NOTE:

                                                                                                     Achievement of any of the Milestones listed in Patent License Agreement § 2.4 (Diligence Milestones) during
the Reporting Period must be explicitly noted in this Report.

	1	PROJECT
    INITIATION 	 	 	 	 	 	 	 	 	 	 
	 	Due
    diligence	 	Mar-21	 	May-21	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2	EARLY
    PRODUCT DEVELOPMENT	 	 	 	 	 	 	 	 	 	 
	 	Manufacture
    Investigational Product for Testing	 	Jun-21	 	Jul-21	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3	INITIATE
    DEVELOPMENT PROGRAM	 	 	 	 	 	 	 	 	 	 
	 	Basic
    safety study 	 	Aug-22	 	Sep-22	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4	Compliant	 	 	 	 	 	 	 	 	 	 
	 	ISO
    Ect..	 	Oct-22	 	Dec-22	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CUMULATIVE
    AMOUNT BUDGETED AND SPENT ON SUBJECT MATTER:	 	 	 	 	 	 


 


—
END OF EXHIBIT C —


 




    
	Licensee: [ Bitech Mining Corporation]	CONFIDENTIAL	Exclusive License
	Licensor: [SUPERGREEN ENERGY CORP USA]	EXHIBIT C	Page 25 of 25