Exhibit 10.4


 


EXECUTIVE
SERVICES AGREEMENT


 


Between:


 


RIOPEL
MARINE INC.


 


And:


 


ALEXANDRE
MONGEON


 


Riopel
Marine Inc.


730
Boulevard du Curé-Boivin, Boisbriand, Quebec, Canada, J7G 2A7


 





 









 






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EXECUTIVE
SERVICES AGREEMENT


 


THIS
EXECUTIVE SERVICES AGREEMENT is made and dated as fully executed on this 7th day of April, 2020, with an Effective
Date of April 1, 2020 as set forth below.


 


BETWEEN:


 


RIOPEL
MARINE INC., a corporation incorporated pursuant to the laws of the Province of Quebec, and having an address for delivery
and notice located at 730 Boulevard du Curé-Boivin, Boisbriand, Quebec, Canada, J7G 2A7


 


(the
 “Company”);


OF
THE FIRST PART


 


AND:


 


ALEXANDRE
MONGEON, businessperson, having an address for notice and delivery located at 129 Avenue Bellevue, Laval Quebec, Canada, H7C
1T2


 


(the
 “Executive”);


OF
THE SECOND PART


 


(the
Company and the Executive being hereinafter singularly also referred to as a “Party” and collectively referred
to as the “Parties” as the context so requires).


 


 


WHEREAS:


 


A.
                           The
Company is a non-reporting company incorporated under the laws of the Province of Quebec, Canada;


 


B.                           The Executive has experience in and specializes in providing companies with valuable management and development services and the
Executive is the Company’s current President;


 


C.
                            The
Company is focused on developing technology and business interests related to and associated with the commercialization of its
innovative electric boats and related business interests and, as a consequence thereof, the Company is hereby desirous of formally
retaining the Executive as an executive of the Company, and the Executive is hereby desirous of accepting such position, in order
to provide such related Services (as hereinafter defined) to the Company;


 


D.                            As
a consequence of the Executive’s valuable role within the Company, the Parties hereby acknowledge and agree that there have
been various discussions, negotiations, understandings and agreements between them relating to the terms and conditions of the
Services and, correspondingly, that it is their intention by the terms and conditions of this “Executive Services Agreement”
(the “Agreement”) to hereby replace, in their entirety, all such prior discussions, negotiations, understandings
and agreements with respect to the Services; and


 









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E.
                           The
Parties have agreed to enter into this Agreement which replaces, in its entirety, all such prior discussions, negotiations, understandings
and agreements, and, furthermore, which necessarily clarifies their respective duties and obligations with respect to the within
Services to be provided hereunder, all in accordance with the terms and conditions of this Agreement; 


 


NOW
THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants and provisos herein contained, THE
PARTIES AGREE AS FOLLOWS:


 


Article
1


INITIAL
TERM AND RENEWAL


 


Term


 


1.1
                           The
initial term of this Agreement (the “Initial Term”) is for a period of three years commencing on April 1, 2020
(the “Effective Date”), unless such employment is terminated earlier as hereinafter provided.


 


1.2
              Subject at all times to the provisions of Article
7 herein, this Agreement shall renew automatically if not specifically terminated in accordance with the following provisions.
The Company agrees to notify the Executive in writing at least 30 calendar days prior to the end of the Initial Term of its intent
not to renew this Agreement (the “Company’s Non-Renewal Notice”). Should the Company fail to provide
a Company’s Non-Renewal Notice this Agreement shall automatically renew on a one-month to one-month term renewal basis after
the Initial Term until otherwise specifically renewed in writing by each of the Parties for the next one-month term of renewal
or, otherwise, terminated upon delivery by the Company of a corresponding and follow-up 30 calendar day Company’s Non-Renewal
Notice in connection with and within 30 calendar days prior to the end of any such one-month term renewal period. Any such renewal
on a one-month basis shall be on the same terms and conditions contained herein unless modified and agreed to in writing by the
Parties in advance.


 


Article
2


TITLE
REPORTING AND DUTIES


 


Title
and Services


 


2.1
                           Subject as otherwise herein provided, the Company
hereby appoints the Executive to the office of President and Chief Executive Officer of the Company, and on and after the Effective
Date the Executive will undertake and perform the duties and responsibilities normally and reasonably associated with such office.
The Executive agrees that the Executive’s duties and responsibilities may be reasonably modified at the Company’s
discretion from time to time. All services to be provided by the Executive hereunder are referred to as the “Services”.


 


2.2
                           In this regard it is hereby acknowledged and agreed
that the Executive shall initiate, coordinate and implement the Services as contemplated herein subject, at all times, to the
final direction and supervision of the Board of Directors of the Company (the “Board of Directors”).


 









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2.3
                          It
is hereby agreed that as long as the Executive is a member of the Board of Directors, the Executive shall not vote on matters
coming before the Board of Directors relating to this Agreement or other agreements relating to the relationship between the Parties.
Each Party shall ensure that the Executive recuses himself with respect to Board of Directors matters consistent with this section
2.3.


 


Conditions


 


2.4
                           The
Executive’s employment under this Agreement is conditional upon the


Executive:


 


		(a)	receiving
                                         and maintaining all required regulatory and governmental licences and approvals of various
                                         jurisdictions as may be required to act as the President and Chief Executive Officer
                                         of the Company; and



 


		(b)	maintaining,
                                         in good standing, all required and recommended professional accreditation as may be deemed
                                         necessary by the Company, acting reasonably in consultation with the Executive, in order
                                         for the Executive to fulfill all Services under this Agreement



 


Services
to Subsidiaries


 


2.5 
                           The Executive will perform the Services on behalf of the
Company and its subsidiaries, accordingly:


 


		(a)	in
                                         this Agreement the term “the Company” means the Company and all of its subsidiaries,
                                         and



 


		(c)	in
                                         the course of performing the Services, the Executive will be required to travel.



 


Reporting


 


2.6
                           The
Executive will report to the Board of Directors. The Executive will report fully on the management, operations and business affairs
of the Company and advise, to the best of the Executive’s ability and in accordance with reasonable business standards,
on business matters that may arise from time to time.


 


Duties
and Obligations


 


2.7
                           The
Executive acknowledges that, as a senior or executive officer of the


Company,
the Executive will owe a fiduciary duty to the Company.


 


2.8
                           The
Executive will also:


 


		(a)	devote
                                         reasonable efforts and attention to the business and affairs of the Company;



 


		(b)	perform
                                         the Services in a competent and efficient manner and in a manner consistent with the
                                         Executive’s fiduciary obligations to the Company as a senior or executive officer
                                         thereof and in compliance with all the Company policies, and will carry out all lawful
                                         instructions and directions from time to time given to the Executive; and



 


		(c)	promote
                                         the interests and goodwill of the Company.



 









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2.9
                          The
Executive acknowledges and agrees that all written and oral opinions, reports, advice and materials provided by the Executive
to the Company in connection with the Executive’s employment and the Services hereunder are intended solely for the Company’s
benefit and for the Company’s uses only, and that any such written and oral opinions, reports, advice and information are
the exclusive property of the Company. In this regard the Executive covenants and agrees that the Company may utilize any such
opinion, report, advice and materials for any other purpose whatsoever and, furthermore, may reproduce, disseminate, quote from
and refer to, in whole or in part, at any time and in any manner, any such opinion, report, advice and materials in the Company’s
sole and absolute discretion.


 


2.10
                         The Executive warrants that the Executive shall conduct the business
and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company’s
business interests and the Executive. In particular, and in this regard, the Executive specifically warrants to provide the Services
in a sound and professional manner such that the same meets superior standards of performance quality within the standards of
the industry or as set by the specifications of the Company. In the event that the Board of Directors has a reasonable concern
that the business as conducted by the Executive is being conducted in a way contrary to law or is reasonably likely to bring disrepute
to the business interests or to the Company’s or the Executive’s reputation, the Company may require that the Executive
make such alterations in the Executive’s business conduct as the Board of Directors may reasonably require in its sole and
absolute discretion.


 


2.11
                        The Executive will comply with all Canadian and foreign laws, whether
federal, provincial or state, applicable to the Executive’s respective duties and obligations hereunder and, in addition,
hereby represents and warrants that any information which the Executive may provide to any person or company hereunder will, to
the best of the Executive’s knowledge, information and belief, be accurate and complete in all material respects and not
misleading, and will not omit to state any fact or information which would be material to such person or company.


 


Article
3


PLACE
OF EMPLOYMENT


 


Relocation


 


3.1
                          The
Executive will provide Services based in Boisbriand, Quebec, but will, if requested by the Company, move to any place within the
Montreal Metropolitan Community, as defined by the territorial portrait outlined by the Communauté métropolitaine
de Montréal, where the Company currently or may in the future conduct business.


 


Article
4


COMPENSATION
AND BENEFITS


 


Base
Salary


 


4.1
                            It
is hereby acknowledged and agreed that the Executive shall render the Services as defined hereinabove during the Initial Term
and during the continuance of this Agreement and shall thus be compensated from the Effective Date of this Agreement to the termination
of the same by way of the payment by the Company to the Executive, or to the further order or direction of the Executive as the
Executive may determine, in the Executive’s sole and absolute discretion, and advise the Company of prior to such payment,
of the gross monthly fee of CAD$10,000.00 (the “Base Salary”). All such Base Salary will be due and payable
by the Company to the Executive, or to the further order or direction of the Executive as the Executive may determine, in the
Executive’s sole and absolute discretion, and advise the Company of prior to any such Base Salary payment, in a manner consistent
with the general payroll practice of the Company, or at such other time and in such other manner as the Executive and the Company
may agree, from time to time.


 









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Increase
in Base Salary


 


4.2
                         The Company will review the Base Salary payable to the
Executive from time to time during the Initial Term and during the continuance of this Agreement and may, in its sole and absolute
discretion, increase the Base Salary depending on the Executive’s performance of the Services and having regard to the financial
circumstances of the Company.


 


Bonus


 


4.3
                          It is hereby also acknowledged that the Board of Directors
shall, in good faith, consider the payment of reasonable industry standard annual bonuses (each being a “Bonus”)
based upon the performance of the Company and upon the achievement by the Executive and/or the Company of reasonable management
objectives to be reasonably established by the Board of Directors (after reviewing proposals with respect thereto defined by the
Executive and delivered to the Board of Directors by the Executive at least 30 calendar days before the beginning of the relevant
year of the Company (or within 90 calendar days following the commencement of the Company’s first calendar year commencing
on the Effective Date)). These management objectives shall consist of both financial and subjective goals and shall be specified
in writing by the Board of Directors, and a copy shall be given to the Executive prior to the commencement of the applicable year.
The payment of any such Bonus shall be payable, in the sole and absolute discretion of the Company, in cash or common shares of
the Company, no later than within 120 calendar days of the ensuing year after any calendar year commencing on the Effective Date.


 


Stock
Options


 


4.4
                           Subject to the following and the provisions of section
4.5 hereinbelow, it is hereby acknowledged that the Board of Directors may from time to time, in its sole and absolute discretion,
grant to the Executive incentive stock options (each an “Option”) to purchase a number of common shares (each
an “Option Share”) of the Company, subject to the terms and conditions of the Company’s existing stock
incentive plan (the “Option Plan”), and to such exercise terms and conditions as may be determined by the Board
of Directors in its discretion.


 


4.5
                           In this regard, and subject also to the following, it
is hereby acknowledged and agreed that the exercise of any such Options shall be subject, at all times, to such vesting and resale
provisions as may then be contained in the Company’s Option Plan and as may be finally determined by the Board of Directors,
acting reasonably. In this regard, and in accordance with the terms and conditions of each final form of Company Option agreement,
as the same may exist from time to time, the Parties hereby also acknowledge and agree that:


 


		(a)	Registration
                                         of Option Shares under the Options: if required under the Securities Act, the Company
                                         will use reasonable commercial efforts to file with the United States Securities and
                                         Exchange Commission (the “SEC”) a registration statement on Form S-8
                                         (the “Form S-8 Registration Statement”) within 90 calendar days after
                                         the date of grant of Options covering the issuance of all Option Shares of the Company
                                         underlying the then issued Options, and such Form S-8 Registration Statement shall comply
                                         with all requirements of the United States Securities Act of 1933, as amended
                                         (the “Securities Act”). In this regard the Company shall use its best
                                         efforts to ensure that the Form S-8 Registration Statement remains effective as long
                                         as such Options are outstanding, and the Executive fully understands and acknowledges
                                         that these Option Shares will be issued in reliance upon the exemption afforded under
                                         the Form S-8 Registration Statement which is available only if the Executive acquires
                                         such Option Shares for investment and not with a view to distribution. The Executive
                                         is familiar with the phrase “acquired for investment and not with a view to distribution”
                                         as it relates to the Securities Act and the special meaning given to such term in various
                                         releases of the SEC;



 









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		(b)	Section
                                         16 compliance: the Company shall ensure that all grants of Options are made to ensure
                                         compliance with all applicable provisions of the exemption afforded under Rule 16b-3
                                         promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange
                                         Act”). Without limiting the foregoing, the Company shall, if required, have
                                         each grant of Options to the Executive approved by an independent committee of the Board
                                         of Directors and, if required, by the applicable Regulatory Authorities and the shareholders
                                         of the Company. The Company shall file, on behalf of the Executive, all reports required
                                         to filed with the SEC pursuant to the requirements of Section 16(a) under the Exchange
                                         Act and applicable rules and regulations;



 


		(c)	Disposition
                                         of any Option Shares: the Executive further acknowledges and understands that, without
                                         in anyway limiting the acknowledgements and understandings as set forth hereinabove,
                                         the Executive agrees that the Executive shall in no event make any disposition of all
                                         or any portion of the Option Shares which the Executive may acquire hereunder unless
                                         and until:



 


		(i)	there
                                         is then in effect a “Registration Statement” under the Securities
                                         Act covering such proposed disposition and such disposition is made in accordance with
                                         said Registration Statement; or



 


		(ii)	(A)
                                         the Executive shall have notified the Company of the proposed disposition and shall have
                                         furnished the Company with a detailed statement of the circumstances surrounding the
                                         proposed disposition, (B) the Executive shall have furnished the Company with an opinion
                                         of the Executive’s own counsel to the effect that such disposition will not require
                                         registration of any such Option Shares under the Securities Act and (C) such opinion
                                         of the Executive’s counsel shall have been concurred in by counsel for the Company
                                         and the Company shall have advised the Executive of such concurrence; and



 


		(d)	Payment
                                         for any Option Shares: it is hereby further acknowledged and agreed that, during
                                         the Initial Term and any continuance of this Agreement, the Executive shall be entitled
                                         to exercise any Option granted hereunder and pay for the same by way of the prior agreement
                                         of the Executive, in the Executive’s sole and absolute discretion, and with the
                                         prior knowledge of the Company, to settle any indebtedness which may be due and owing
                                         by the Company under this Agreement in payment for the exercise price of any Option Shares
                                         acquired thereunder. In this regard, and subject to further discussion as between the
                                         Company and the Executive, together with the prior approval of the Board of Directors
                                         and the establishment by the Company of a new Option Plan predicated upon the same, it
                                         is envisioned that, when the Company is in a position to afford the same, the Company
                                         may adopt certain additional “cashless exercise” provisions respecting the
                                         granting and exercise of incentive stock options during the continuance of this Agreement.



 









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Group
Insurance and Health Benefits


 


4.6
              It is hereby acknowledged and agreed that, during
the continuance of this Agreement, the Executive shall be entitled to participate fully in each of the Company’s respective
medical services plans and management and employee benefits program(s) which the Company provides, from time to time, to all senior
management personnel and including, without limitation, the following benefits, if and when such benefits have been adopted by
the Company (collectively, the “Group Benefits”):


 


		(a)	group
                                         health insurance;



 


		(b)	accidental
                                         death and dismemberment insurance and including, without limitation, travel accident
                                         insurance;



 


		(c)	group
                                         life insurance;



 


		(d)	short-term
                                         disability insurance;



 


		(e)	long-term
                                         disability insurance;



 


		(f)	drug
                                         coverage; and



 


		(g)	dental
                                         coverage.



 


Payment
of compensation and status as a taxable employee


 


4.7
                           It is hereby also acknowledged and agreed that,
unless otherwise agreed to in advance and in writing by the Parties, the Executive will be classified as a taxable employee of
the Company for all purposes, such that all compensation which is provided by the Company to the Executive under this Agreement,
or otherwise, will be calculated on a net basis and otherwise for which statutory taxes will first be deducted by the Company.


 


Article
5


ANNUAL
VACATION


 


Period


 


5.1
                           The
Executive will be entitled to four weeks’ paid annual vacation per calendar year (the “Vacation”) during
the Initial Term and during the continuance of this Agreement, to be taken at a time or times which are approved by the Board
of Directors (such approval not to be unreasonably withheld); provided, however, taking into account the operational requirements
of the Company and the need for the timely performance of the Executive’s Services; and provided, further, that such weeks
shall not be taken consecutively. In this regard it is further understood hereby that the Executive’s entitlement to any
such paid Vacation during any year (including the initial year) during the continuance of this Agreement will be subject, at all
times, to the Executive’s entitlement to only a pro rata portion of any such paid Vacation time during any year (including
the initial year) and to the effective date upon which this Agreement is terminated prior to the end of any such year for any
reason whatsoever.


 









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Unused


 


5.2
                           Unused
vacation may not be carried over after the completion of each calendar year and any unused vacation will be paid out in cash.


 


Article
6


EXPENSES


 


Reimbursement
of Expenses


 


6.1
                           The Company will reimburse the Executive for all pre-approved
and reasonable travel and other out-of-pocket expenses incurred by the Executive directly related to the performance of the Services
(collectively, the “Expenses”). The Executive will account for such Expenses in accordance with the policies
and directions provided by the Company from time to time.


 


Article
7


TERMINATION


 


Definitions


 


7.1
                           In
this Agreement:


 


		(a)	“Cause”
                                         means any act, omission, behaviour, conduct or circumstance of the Executive that constitutes
                                         a serious reason for dismissal of the Executive under the laws of the Province of Quebec.



 


Termination
by the Company for Cause


 


7.2
                           The
Company may terminate the employment of the Executive under this Agreement summarily, without any notice or any payment in lieu
of notice, for Cause.


 


Voluntary
Termination By the Executive


 


7.3
                           The
Executive may terminate the Executive’s employment under this Agreement for any reason by providing not less than 90 calendar
days’ notice in writing to the Company; provided, however, that the Company may waive or abridge any notice period specified
in such notice in its sole and absolute discretion.


 


Death
of the Executive


 


7.4
                           The
employment of the Executive will terminate upon the death of the Executive.


 


No
Payments in Certain Events


 


7.5
                           Upon
the date of the termination of the employment of the Executive:


 


		(a)	for
                                         Cause in accordance with section 7.2 herein; or



 









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		(b)	by
                                         the voluntary termination of employment by the Executive in accordance with section 7.3
                                         herein;



 


(in
each instance the “Effective Date of Termination” herein), the Executive will be entitled to compensation earned
by the Executive before the Effective Date of Termination calculated pro rata up to and including the Effective Date of Termination
and will not be entitled to any severance or other payments under this Agreement or otherwise.


 


Payments
in the Event of Termination by Death


 


7.6
                           The Company will, upon the death of the Executive during
the continuance of this Agreement in accordance with section 7.4 herein (the “Effective Date of Termination”
herein), provide the Executive’s estate and, if applicable, the Executive’s immediate family members, with the following:


 


		(a)	pay
                                         to the Executive’s estate the total of:



 


		(i)	three
                                         month’s Base Salary, less any required statutory deductions, if any;



 


		(ii)	that
                                         portion of any then declared and/or earned or accrued Bonus, prorated to the end of the
                                         three-month period from the Effective Date of Termination, that the Board of Directors
                                         determines would likely have been paid to the Executive for the three months from the
                                         Effective Date of Termination; such determination to be made fairly and reasonably and
                                         taking into account all relevant circumstances;



 


		(iii)	any
                                         outstanding Vacation pay as at the Effective Date of Termination; and



 


		(iv)	any
                                         outstanding Expenses as at the Effective Date of Termination; and



 


		(b)	subject
                                         to the Company’s then Option Plan and the rules and policies of any regulatory
                                         authority and stock exchange having jurisdiction over the Company, allow for the Executive’s
                                         estate to then exercise any unexercised and fully vested portion of the Options on the
                                         Effective Date of Termination at any time during three months from the Effective Date
                                         of Termination.



 


Payments
in the Event of Termination Without Cause


 


7.7
                           The Company will, if it terminates the employment
of the Executive other than for Cause or by death in accordance with sections 7.2 and 7.4 herein (in such instance on the “Effective
Date of Termination” herein), provide the Executive with the following:


 


		(a)	pay
                                         to the Executive the total of:



 


		(i)	six
                                         month’s Base Salary, less any required statutory deductions, if any;



 


		(ii)	that
                                         portion of any then declared and/or earned or accrued Bonus, prorated to the end of the
                                         three-month period from the Effective Date of Termination, that the Board of Directors
                                         determines would likely have been paid to the Executive for the three months from the
                                         Effective Date of Termination; such determination to be made fairly and reasonably and
                                         taking into account all relevant circumstances;



 









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		(iii)	the
                                         present value, as determined by the Company, acting reasonably, of each of the Group
                                         Benefits described under section 4.6 herein that would have been enjoyed by the Executive
                                         during the next three months from the Effective Date of Termination assuming the Executive’s
                                         employment was not terminated and assuming the then current level of Group Benefits were
                                         continued for that three months;



 


		(iv)	any
                                         outstanding Vacation pay as at the Effective Date of Termination; and



 


		(v)	any
                                         outstanding Expenses as at the Effective Date of Termination;



 


		(b)	maintain
                                         the Executive’s Group Benefits for a period of six months from the Effective Date
                                         of Termination; and



 


		(c)	subject
                                         to the Company’s then Option Plan and the rules and policies of any regulatory
                                         authority and stock exchange having jurisdiction over the Company, allow for the Executive
                                         to then exercise any unexercised and fully vested portion of the Options on the Effective
                                         Date of Termination at any time during three months from the Effective Date of Termination.



 


Executive
to Provide Release


 


7.8
                           Subject
to the Company’s making the payment and maintaining the Group Benefits as provided in section 7.7 herein, the Executive
will execute and deliver to the Company a full and final release of the Company, in the form provided by the Company, in respect
of the Executive’s employment under this Agreement and otherwise.


 


Manner
of Payment


 


7.9
                           The Company may, in its sole and absolute discretion,
pay the amounts referred to in sections 7.6 and 7.7 herein either in a manner consistent with the general payroll practice of
the Company over the course of the relevant time period or in a lump sum payment within seven business days after receipt by the
Company of the executed full and final release referred to in section 7.8 herein.


 


Return
of Materials


 


7.10                         All documents and materials in any form or medium and including, but
not limited to, files, forms, brochures, books, correspondence, memoranda, manuals and lists (including lists of customers, suppliers,
products and prices), all equipment and accessories and again including, but not being limited to, leased automobiles, computers,
computer disks, software products, cellular phones and personal digital assistants, all keys, building access cards, parking passes,
credit cards, and other similar items pertaining to the business of the Company that may come into the possession or control of
the Executive, will at all times remain the property of the Company and, on termination of the Executive’s employment for
any reason, the Executive will promptly deliver to the Company all property of the Company in the possession of the Executive
or directly or indirectly under the control of the Executive, and will not reproduce or copy any such property or other property
of the Company.


 









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Article
8


CONFIDENTIALITY


 


Confidential
Information


 


8.1
                           The
Executive acknowledges that:


 


		(a)	the
                                         Executive may, during the course of employment with the Company, acquire information
                                         which is confidential in nature or of great value to the Company and its subsidiaries
                                         including, without limitation, matters or subjects concerning corporate assets, cost
                                         and pricing data, customer listing, financial reports, formulae, inventions, know-how,
                                         marketing strategies, products or devices, profit plans, research and development projects
                                         and findings, computer programs, suppliers, and trade secrets, whether in the form of
                                         records, files, correspondence, notes, data, information, or any other form, including
                                         copies or excerpts thereof (collectively, the “Confidential Information”);
                                         the disclosure of any of which to competitors, customers, clients or suppliers of the
                                         Company, unauthorized personnel of the Company or to third parties would be highly detrimental
                                         to the best interests of the Company; and



 


		(b)	the
                                         right to maintain the confidentiality of Confidential Information, and the right to preserve
                                         the Company’s goodwill, constitute proprietary rights which the Company is entitled
                                         to protect.



 


8.2
                           The
Executive will, while employed with the Company and at all times thereafter:


 


		(a)	hold
                                         all Confidential Information that the Executive receives in trust for the sole benefit
                                         of the Company and in strictest confidence;



 


		(b)	protect
                                         all Confidential Information from disclosure and will not take any action that could
                                         reasonably be expected to result in any Confidential Information losing its character
                                         as Confidential Information, and will take all lawful action necessary to prevent any
                                         Confidential Information from losing its status as Confidential Information; and



 


		(c)	neither,
                                         except as required in the course of performing duties and responsibilities under this
                                         Agreement, directly or indirectly use, publish, disseminate or otherwise disclose any
                                         Confidential Information to any unauthorized personnel of the Company or to any third
                                         party, nor use Confidential Information for any purpose other than the purposes of the
                                         Company, without the prior written consent of the Company, which consent may be withheld
                                         in the Company’s sole and absolute discretion.



 


8.3
                           The restrictions on the Executive’s use or disclosure
of all Company Information, as set forth in this Article 8, shall continue following the expiration or termination of the Executive’s
employment with the Company regardless of the reasons for or manner of such termination.


 


8.4
                           Notwithstanding section 8.2 herein, the Executive may, if and solely to the extent required by lawful subpoena or other lawful
process, disclose Confidential Information but, to the extent possible, shall first notify the Company of each such requirement
so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Agreement. The Executive
will co-operate fully with the Company at the expense of the Company in seeking any such protective order.


 









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Article 9


NON-COMPETITION AND NON-SOLICITATION


 


Non-Competition and Payments for Enforcement by the Company
during Standstill Period


 


9.1           The Executive acknowledges that the
Executive’s Services under this Agreement are of special, unique and extraordinary character which give the Executive value
to the Company; the loss of which cannot adequately be compensated in damages or by an action at law. In addition to, and not in
limitation of any other restrictive covenant which may be binding on the Executive, the Executive shall not anywhere in the Montreal
Metropolitan Community, as defined by the territorial portrait outlined by the Communauté métropolitaine de Montréal,
for a period of one year after the termination of this Agreement (the “Standstill Period” herein) for any reason
in any manner whatsoever:


 


		(a)	carry on, engage in, or be concerned with or interested in; or



 


		(b)	permit the Executive’s name or any part thereof to in any manner whatsoever to be used or
connected with any business that is, or any interest in any business that is;



 


directly competitive with the business of the Company or any
of its subsidiaries.


 


9.2           The Executive agrees
that:


 


		(a)	all restrictions contained in section 9.1 herein are reasonable and valid in the circumstances
and all defences to the strict enforcement thereof by the Company are hereby waived by the Executive;



 


		(b)	the remedy available to the Company at law for any breach by him of section 9.1 herein will be
inadequate and that the Company, on any application to a Court, shall be entitled to temporary and permanent injunctive relief
against the Executive without the necessity of proving actual damage to the Company; and



 


		(c)	if the foregoing covenant is found to be unreasonable to any extent by a court of competent jurisdiction
adjudicating upon the validity of the covenant, whether as to the scope of the restriction, the area of the restriction or the
duration of the restriction, then such restriction shall be reduced to that which is in fact declared reasonable by such court,
or a subsequent court of competent jurisdiction, requested to make such a declaration.



 


9.3           Should
this Agreement be terminated for any reason (in such instance on the “Effective Date of Termination”
herein) and should the Executive, during the one year Standstill Period from the Effective Date of Termination, secure a bona
fide employment or consulting position outside of the Company (which the Executive evidences in writing to the Company; the
 “Other Position”) which may in any manner infringe the restrictions contained in section 9.1 herein, and
should the Company, acting reasonably, not release the Executive from the restrictions contained in sections 9.1 and 9.2
herein in taking such Other Position, then, during the Standstill Period, and in order to compensate the Executive for not
being in a position to accept the Other Position, the Company will, during the Standstill Period:


 


		(a)	continue to pay the Executive the Base Salary; and



 


		(b)	continue to maintain the Executive’s Group Benefits.



 











 






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Non-Solicitation


 


9.4          The Executive hereby agrees that the
Executive will not, during the period commencing on the Effective Date hereof and ending one year following the termination or
expiration of this Agreement for any reason, be a party to or abet any solicitation of customers, clients, referral services, consultants
or suppliers of the Company or any of its subsidiaries, to transfer business from the Company or any of its subsidiaries to any
other person, or seek in any way to persuade or entice any employee of the Company or any of its subsidiaries to leave that employment
or to be a party to or abet any such action.


 


Article 10


OWNERSHIP OF INTELLECTUAL PROPERTY


 


Definitions


 


10.1         In this Agreement,
 “Inventions” means, collectively, all:


 


		(a)	discoveries, inventions, ideas, suggestions, reports, documents, designs, technology, methodologies,
compilations, concepts, procedures, processes, products, protocols, treatments, methods, tests, improvements, work product and
computer programs (including all source code, object code, compilers, libraries and developer tools, and any manuals, descriptions,
data files, resource files and other such materials relating thereto), and



 


		(b)	each and every part of the foregoing;



 


that are conceived, developed,
reduced to practice or otherwise made by the Executive either alone or with others or, in any way, relate to the present or
proposed programs, services, products or business of the Company, or to tasks assigned to the Executive in connection with
the Executive’s duties or in connection with any research or development carried on or planned by the Company, whether
or not such Inventions are conceived, developed, reduced to practice or otherwise made during the Executive’s
employment or during regular working hours and whether or not the Executive is specifically instructed to conceive, develop,
reduce to practice or otherwise make same.


 


Exclusive Property


 


10.2         The Executive agrees that all Inventions,
and any and all services and products which embody, emulate or employ any such Invention, shall be the sole property of the Company
and all copyrights, patents, patent rights, trademarks, service marks, reproduction rights and all other proprietary title, rights
and interest in and to each such Invention, whether or not registrable (collectively, the “Intellectual Property Rights”),
shall belong exclusively to the Company.


 


Work for Hire


 


10.3         For purposes of all applicable copyright
laws to the extent, if any, that such laws are applicable to any such Invention or any such service or product, it shall be considered
a work made for hire and the Company shall be considered the author thereof.


 











 






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Disclosure


 


10.4
         The Executive will promptly disclose to the Company, or any persons designated by it, all Inventions and all such services or
products.


 


Assignment


 


10.5         The Executive hereby assigns and further
agrees to, from time to time as such Inventions arise, assign to the Company or its nominee (or their respective successors or
assigns) all of the Executive’s right, title and interest in and to the Inventions and the Intellectual Property


Rights without further payment by the Company.


 


Moral Rights


 


10.6         The Executive hereby waives and further
agrees to, from time to time as such Inventions arise, waive for the benefit of the Company and its successors or assigns all the
Executive‘s moral rights in respect of the Inventions.


 


Further Assistance


 


10.7         The
Executive agrees to assist the Company in every proper way (but at the Company’s expense) to obtain and, from time to
time, enforce the Intellectual Property Rights and to the Inventions in any and all countries, and to that end will execute
all documents for use in applying for, obtaining and enforcing the Intellectual Property Rights in and to such Inventions as
the Company may desire, together with any assignments of such Inventions to the Company or persons designated by it. The
Executive’s obligation to assist the Company in obtaining and enforcing such Intellectual Property Rights in any and
all countries shall continue beyond the termination of this Agreement.


 


Representations and Warranties


 


10.8         The Executive hereby represents and
warrants that the Executive is subject to no contractual or other restriction or obligation that will in any manner limit the Executive’s
obligations under this Agreement or activities on behalf of the Company. The Executive hereby represents and warrants to the Company
that the Executive has no continuing obligations to any person (a) with respect to any previous invention, discovery or other item
of intellectual property or (b) that require the Executive not to disclose the same.


 


Article 11


INDEMNIFICATION AND LEGAL PROCEEDINGS


 


Indemnification


 


11.1
         The Parties hereby each agree to indemnify and save harmless the other Party
and including, where applicable, the other Party’s respective subsidiaries and affiliates and each of their respective
directors, officers, associates, affiliates and agents (each such party being an “Indemnified Party”),
harmless from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of
whatever nature or kind and including, without limitation, any investigation expenses incurred by any Indemnified Party, to
which an Indemnified Party may become subject by reason of the terms and conditions of this Agreement.


 


No indemnification


 


11.2         This indemnity will not apply in
respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment
shall determine that the Indemnified Party was grossly negligent or guilty of wilful misconduct, or committed a gross or
intentional fault.


 











 






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Claim of indemnification


 


11.3         The Parties agree to waive any right
they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security
or claim payment from any other person before claiming this indemnity.


 


Notice of claim


 


11.4         In case any action is brought against
an Indemnified Party in respect of which indemnity may be sought against either of the Parties (said Party then being the “Indemnitee”),
the Indemnified Party will give both Parties prompt written notice of any such action of which the Indemnified Party has knowledge
and the Indemnitee will undertake the investigation and defense thereof on behalf of the Indemnified Party, including the prompt
employment of counsel acceptable to the Indemnified Party affected and the Indemnitee and the payment of all expenses.


 


Failure by the Indemnified Party to so
notify shall not relieve the Indemnitee of the Indemnitee‘s obligation of indemnification hereunder unless (and only to the
extent that) such failure results in a forfeiture by the Indemnitee of substantive rights or defenses.


 


Settlement


 


11.5         No
admission of liability and no settlement of any action shall be made without the consent of each of the Parties and the
consent of the Indemnified Party affected, such consent not to be unreasonable withheld.


 


Legal Proceedings


 


11.6         Notwithstanding that the Indemnitee
will undertake the investigation and defense of any action, an Indemnified Party will have the right to employ separate counsel
in any such action and participate in the defense thereof, but the fees and expenses of such counsel will be at the expense of
the Indemnified Party unless:


 


		(a)	such counsel has been authorized by the Indemnitee;



 


		(b)	the Indemnitee has not assumed the defense of the action within a reasonable period of time after
receiving notice of the action;



 


		(c)	the named parties to any such action include that any Party and the Indemnified Party shall have
been advised by counsel that there may be a conflict of interest between any Party and the Indemnified Party; or



 


		(d)	there are one or more legal defenses available to the Indemnified Party which are different from
or in addition to those available to any Party.



 


Contribution


 


11.7 If for any reason other than the
gross negligence, gross or intentional fault, or bad faith of the Indemnified Party being the primary cause of the loss,
claim, damage, liability, cost or expense, the foregoing indemnification is unavailable to the Indemnified Party or
insufficient to hold them harmless, the Indemnitee shall contribute to the amount paid or payable by the Indemnified Party as
a result of any and all such losses, claim, damages or liabilities in such proportion as is appropriate to reflect not only
the relative benefits received by the Indemnitee on the one hand and the Indemnified Party on the other, but also the
relative fault of the Indemnitee and the Indemnified Party and other equitable considerations which may be relevant.
Notwithstanding the foregoing, the Indemnitee shall in any event contribute to the amount paid or payable by the Indemnified
Party, as a result of the loss, claim, damage, liability, cost or expense (other than a loss, claim, damage, liability, cost
or expenses, the primary cause of which is the gross negligence, gross or intentional fault, or bad faith of the Indemnified
Party), any excess of such amount over the amount of the fees actually received by the Indemnified Party hereunder.


 











 






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Article 12


ARBITRATION




 


Matters for arbitration  




 


12.1
         Except for matters of indemnity or in the case of urgency to prevent material harm to a substantive right or asset, the
Parties agree that all questions or matters in dispute with respect to this Agreement shall be submitted to arbitration
pursuant to the terms hereof. This provision shall not prejudice a Party from seeking a Court order or assistance to garnish
or secure sums.


 


Notice


 


12.2         It
shall be a condition precedent to the right of any Party to submit any matter to arbitration pursuant to the provisions
hereof that any Party intending to refer any matter to arbitration shall have given not less than five business days’
prior written notice of its intention to do so to the other Party together with particulars of the matter in dispute. On the
expiration of such five business days the Party who gave such notice may proceed to refer the dispute to arbitration as
provided for herein. Except for matters of indemnity or in the case of urgency to prevent material harm to a substantive
right or asset, the Parties agree that all questions or matters in dispute with respect to this Agreement shall be submitted
to arbitration pursuant to the terms hereof. This provision shall not prejudice a Party from seeking a Court order or
assistance to garnish or secure sums or to seek summary remedy for such matters as counsel may consider amenable to summary
proceedings.


 


Appointments


 


12.3
         The
Party desiring arbitration shall appoint one arbitrator, and shall notify the other Party of such appointment, and the other
Party shall, within five business days after receiving such notice, appoint an arbitrator, and the two arbitrators so named,
before proceeding to act, shall, within five business days of the appointment of the last appointed arbitrator, unanimously
agree on the appointment of a third arbitrator, to act with them and be chairperson of the arbitration herein provided for.
If the other Party shall fail to appoint an arbitrator within five business days after receiving notice of the appointment of
the first arbitrator, or if the two arbitrators appointed by the Parties shall be unable to agree on the appointment of the
chairperson, such arbitrators shall be appointed in accordance with the provisions of the Quebec Code of Civil Procedure (the
 “Code”). Except as specifically otherwise provided in this section, the arbitration herein provided for
shall be conducted in accordance with such Code. The chairperson, or in the case where only one arbitrator is appointed, the
single arbitrator, shall fix a time and place in Montreal, Quebec, for the purpose of hearing the evidence and
representations of the Parties, and the chairperson shall preside over the arbitration and determine all questions of
procedure not provided for by the Code or this section. After hearing any evidence and representations that the Parties may
submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing,
and deliver one copy thereof to each of the Parties. The expense of the arbitration shall be paid as specified in the
award.


 











 






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Award


 


12.4         The Parties
agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be
final and binding upon each of them.


 


Article 13


OTHER PROVISIONS


 


Waivers and Amendments


 


13.1         This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, only by a written agreement between the Parties. Failure or delay by either Party to
enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.


 


No Representation or Claims


 


13.2        The Executive agrees that the Executive
has not been induced to enter into this Agreement by reason of any statement, representation, understanding or promise not expressly
set out in this Agreement. The Executive has no claim against the Company arising from any Services provided by the Executive to
the Company in any capacity prior to the Effective Date of this Agreement.


 


Governing Law


 


13.3         For all purposes this Agreement will
be governed exclusively by and construed and enforced in accordance with the laws prevailing in the Province of Quebec, Canada,
and the federal laws of Canada applicable thereto.


 


Notices


 


13.4         Any
notice or other communication or writing required or permitted to be given under this Agreement or for the purposes of this
Agreement will be in writing and will be sufficiently given if delivered personally, or if transmitted by facsimile
transmission (with original to follow by mail) or other form of recorded communication, tested prior to transmission, to:


 


		(a)	if to the Company:



 


Riopel Marine Inc.


730 Boulevard du Curé-Boivin, Boisbriand, Quebec, Canada,
J7G 2A7


Attention:      Chief Financial Officer


E-mail:         
admin@electricboats.ca;


 











 






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with a copy to counsel for the Company:


 


Renno & Co. Inc.


Suite 400, 3 Place Ville Marie, Montreal, Quebec, Canada,
H3B 2E3


Attention:      Toufic Adlouni


Fax:               (514) 545-5556


E-mail:          notifications@rennoco.com;
and


 


		(b)	if to the Executive:



 


Alexandre Mongeon


129 Avenue Bellevue, Laval Quebec, Canada, H7C 1T2


E-mail:             am@electricboats.ca;


 


or to such other address as the Party
to whom such notice is to be given will have last notified the Party giving the same in the manner provided in this section.
Any notice so delivered will be deemed to have been given and received on the day it is so delivered at such address;
provided that such day is not a Business Day (as herein defined) then the notice will be deemed to have been given and
received on the Business Day next following the day it is so delivered. Any notice so transmitted by facsimile transmission
or other form of recorded communication will be deemed to have been given and received on the day of its confirmed
transmission (as confirmed by the transmitting medium), provided that if such day is not a Business Day then the notice will
be deemed to have been given and received on the Business Day next following such day. “Business Day”
means any day that is not a Saturday, Sunday or civic or statutory holiday in the Province of Quebec, Canada.


 


Assignment


 


13.5         The
Executive may not assign this Agreement or any right or obligation under it.


 


Severability


 


13.6         If
any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other
provisions hereof shall continue in full force and effect. The Parties agree to negotiate in good faith to agree to a
substitute provision which shall be as close as possible to the intention of any invalid or unenforceable provision as may be
valid or enforceable.


 


Independent Legal Advice


 


13.7         The Executive acknowledges that the
Company has recommended that the Executive obtain independent legal advice with respect to this Agreement, and that the Executive
has had a reasonable opportunity to do so prior to executing this Agreement.


 


Force Majeure


 


13.8         If either Party is at any time
either during this Agreement or thereafter prevented or delayed in complying with any provisions of this Agreement by reason
of strikes, walk-outs, labour shortages, power shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions,
accidents, protests or demonstrations by environmental lobbyists or native rights groups, delays in transportation, breakdown
of machinery, inability to obtain necessary materials in the open market, unavailability of equipment, governmental
regulations restricting normal operations, shipping delays or any other reason or reasons beyond the control of that Party,
then the time limited for the performance by that Party of its respective obligations hereunder shall be extended by a period
of time equal in length to the period of each such prevention or delay. A Party shall within three calendar days give notice
to the other Party of each event of force majeure under this section, and upon cessation of such event shall furnish the
other Party with notice of that event together with particulars of the number of days by which the obligations of that Party
hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.


 











 






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Time of the essence


 


13.9         Time will be of
the essence of this Agreement.


 


Enurement


 


13.10       This Agreement will enure to the
benefit of and will be binding upon the Parties and their respective heirs, executors, administrators and assigns.


 


Further assurances


 


13.11       The Parties will from time to time
after the execution of this Agreement make, do, execute or cause or permit to be made, done or executed, all such further and other
acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full
force and effect to this Agreement.


 


No partnership or agency


 


13.12       The Parties have not created a partnership
and nothing contained in this Agreement shall in any manner whatsoever constitute any Party the partner, agent or legal representative
of the other Parties, nor create any fiduciary relationship between them for any purpose whatsoever.


 


Personal Information


 


13.13       The Executive acknowledges that the
Company is obligated to comply with the Quebec Act Respecting the Protection of Personal Information in the Private Sector
and with any other applicable legislation governing the collection, use, storage and disclosure of personal information. The Executive
agrees to comply with all Company personal information protection policies and with other policies, controls and practices as they
may exist, from time to time, in ensuring that the Executive and the Company engage only in lawful collection, storage, use and
disclosure of personal information.


 


Captions


 


13.14       The
headings, captions, Article, section and subsection numbers appearing in this Agreement are inserted for convenience of
reference only and shall in no way define, limit, construe or describe the scope or intent of this Agreement nor in any way
affect this Agreement.


 


Counterparts


 


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


 


Language


 


13.16      
The Parties have requested that the present Agreement be drafted in the English language. Les parties aux présentes
ont exigé que cette convention soit rédigée en anglais.


 


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IN WITNESS WHEREOF the Parties
hereto have executed this Agreement as at the Effective Date as hereinabove determined.


 


 


	RIOPEL
    MARINE INC.,	 
	the
    Company herein:	 
	 	 
	 	 
	Name:
        Kulwant Sandher	 
	Title:
          Chief Financial Officer	 
	 	 
	 	 
	ALEXANDRE
    MONGEON	 




 











 






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