FLEX
POWER GENERATION, INC.


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This  Amended
and Restated Executive Employment Agreement (this “Agreement”) is entered into as of December 31, 2012 (the
“Effective Date”) by and between Flex Power Generation, Inc., a Delaware corporation (the “Company”),
and Boris Maslov (“Executive”).


 


RECITAL


 


WHEREAS, FlexEnergy,
Inc., the parent corporation of the Company (“Parent”), has transferred the primary portion of the business
relating to Executive’s position to the Company.


 


WHEREAS, Executive
was previously employed by Parent pursuant to that certain Executive Employment Agreement dated January 16, 2010 (the “Original
Agreement”).


 


WHEREAS, Parent has
assigned the Original Agreement to the Company (the “Assignment”), Executive desires to approve such assignment,
and the Company and Executive desire to amend the Original Agreement on the terms set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, 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 Interim Chief Executive Officer
(“CEO”) reporting to the board of directors (the “Board”) of the Company, and a member of the Board. If
for any reason your position as CEO should terminate then effective immediately you will resign from the Board. Upon the start
date of a permanent CEO, Executive will be employed to serve as the Company’s President, Chief Operations Officer & Chief
Technology Officer (“President”) reporting to the CEO. Executive’s services shall be primarily performed at the
Company’s office at 9400 Toledo Way, Irvine, CA 92618. 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 or the then CEO.


 




    	 



    	 



    

 


(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. 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, 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).


 


(d)          
Consent to Assignment; Restatement of Agreement. Executive hereby consents to and approves the Assignment of the Original Agreement
from Parent to the Company, and that the Company shall be deemed a “successor” for purposes of assignment of the Original
Agreement. The Company and Executive hereby agree that this Agreement shall amend and restate the Original Agreement in its entirety
as of the Effective Date.


 


(i)          Executive,
for Executive and on behalf of Executive’s marital community, if any, agents, heirs, executors, administrators, and assigns,
hereby knowingly and voluntarily releases and discharges forever Parent and its shareholders, directors, officers, agents, and
employees; their respective predecessors; and all of their respective attorneys, accountants, insurers, agents, successors and
assigns from any and all claims of every kind or nature, known or unknown, including but not limited to all claims arising out
of or related in any way to Executive’s employment with Parent, the Original Agreement or the Assignment thereof.


 


(ii)         Without
limiting the generality of the foregoing, Executive knowingly and voluntarily releases any and all claims known and unknown. These
released claims include, but are not necessarily limited to, claims arising from Executive’s employment with Parent and the
termination of that employment; claims arising under federal, state and local statutory or common law, which include without limitiation
the federal Civil Rights Acts of 1866, 1871, 1964 and 1991 and all similar state civil rights statutes, the Employee Retirement
Income Security Act of 1974, the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act,
the Health Insurance Portability and Accountability Act, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, the National Labor Relations Act, the Family and Medical Leave Act, the Equal Pay Act, the Worker Adjustment and Retraining
Notification Act, state wage payment statutes, state employment statutes, any statutes regarding the making and enforcing of contracts,
any whistleblower statute, and all similar provisions under all other federal, state and local law, and the laws of contract and
tort, which include without limitation breach of an express or an implied contract, breach of the covenant of good faith and fair
dealing, unpaid wages, salary, commissions, vacation or other employee benefits, unjust enrichment, negligent or intentional interference
with contractual relations, negligent or intentional interference with prospective economic relations, estoppel, fraud, negligence,
negligent or intentional misrepresentation, personal injury, slander, libel, defamation, false light, injurious falsehood, invasion
of privacy, wrongful discharge, failure to hire, retaliatory discharge, constructive discharge, negligent or intentional infliction
of emotional distress, negligent hiring, supervision or retention, loss of consortium, and any claims that may relate to drug and/or
alcohol testing.. These claims include any claim to attorneys’ fees and costs. These claims do not, however, include any
claim based on conduct occurring after the parties execute this Agreement, or any claim arising under this Agreement.


 




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(iii)        Executive
also waives and releases and promises never to assert any of the released claims described in this Section, even if he is unaware
of any such claims. Executive therefore waives his rights under California Civil Code Section 1542, which states:


 


A general
release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing
the release, which if known to him or her must have materially affected his or her settlement with the debtor.


 


Executive intends,
by his release of claims set forth in this Section to release all such claims, whether known or unknown by Executive.


 


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 $18,750 per month for a total base salary of $225,000 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.


 




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(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.


 


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.


 




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(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: (a) 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.), and (b) occurrence of the Qualifying Equity Event. Absent Qualifying Equity Event, severance payments under
Section 7(b)(i)(ii) shall continue for three (3) month period. 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.


 


(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:
(a) 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.), and (b) occurrence of the Qualifying Equity Event. 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 or the then CEO; 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).


 




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(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.


 


(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


 




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(4)         The
Company dissolves or liquidates.


 


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


 


(iii)        Qualified
Equity Event. For purposes of this Agreement, “Qualified Equity Event” means any investment into Company’s
equity, debt, or other similar instruments, which is equal or exceeds four million dollars ($4,000,000) in a single or series of
related transactions in the aggregate within a 12 month period.


 


(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.


 


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.


 




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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.


 


(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.


 




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(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.


 


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.


 




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(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.


 


(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.


 




    	-10-



    	 



    

 


(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.


 


(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.


 




    	-11-



    	 



    

 


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.


 


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.


 




    	-12-



    	 



    

 


(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.


 


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.


 




    	-13-



    	 



    

 


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]


 




    	-14-



    	 



    

 


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”
	 	 
	 	 
	 	Boris Maslov
	 	 
	 	Address:
	 	 
	 	112 Lattice
	 	Irvine, CA 92603
	 	 
	 	Email: boris.maslov@gmail.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:  Boris Maslov	 


 


	 	Date: