Exhibit 10.1 

FORM OF

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (the “Agreement”) made as of October 4, 2021, by and among Eco Innovation Group, Inc., a Nevada corporation (the “Buyer”), Spruce Engineering & Construction Inc., a newly-formed Alberta corporation (“NewCo”), Spruce Construction, Inc., an Alberta corporation (the “Seller”) and Timothy Boezktes, the sole shareholder of Seller (the “Shareholder”). The Seller, NewCo, Buyer and the Shareholder are referred to herein as each a “Party” and together as the “Parties”.

WITNESSETH:

WHEREAS, the Shareholder presently owns 100% of Seller’s issued and outstanding equity; 

WHEREAS, the Buyer desires to purchase from the Seller and transfer to NewCo, and the Seller desires to sell to the Buyer for transfer to NewCo, all of the Seller’s business, assets and properties used, or held or developed for use, in its construction segment, including the name “Spruce Construction” (herein, the “Business”), and assume responsibility for and pay certain debts, obligations and liabilities of the Business existing prior to the Closing Date, upon the terms and conditions hereinafter set forth herein; and

WHEREAS, the Buyer and Shareholder intend to transfer the Business to NewCo and operate NewCo as a common venture, with Buyer holding 85%, Shareholder 10%, and a third party individual holding 5%, of NewCo’s equity;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth, the sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. PURCHASE AND SALE OF THE BUSINESS/ASSUMPTION OF LIABILITIES.

(a)              Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller shall sell, transfer, assign, convey and deliver to the NewCo, and the Buyer shall purchase from the Seller for the account of NewCo, all right, title and interest of the Seller in and to all of the Seller’s assets and properties used, or held or developed for use, in the Business including the name “Spruce Construction”, including, without limitation, the assets set forth on Schedule A hereto (the “Purchased Assets”), free and clear of any liens, claims, pledges, mortgages, restrictions, obligations, security interests, charges and encumbrances of any kind, nature and description currently existing with respect to such assets , except as expressly set out herein.

(b)              At the Closing, the Seller shall transfer, assign, and deliver to the NewCo, and NewCo shall assume, those obligations specifically set forth in Schedule B attached hereto (the “Assumed Liabilities”);  

It is understood and agreed between the Parties that neither the Buyer or NewCo are assuming and shall not be liable or responsible for any of the liabilities, debts or obligations of the Seller existing or accruing at the Closing, whether or not relating to the business, and the Seller and the Shareholder shall indemnify and save harmless NewCo, the Buyer, their Officers, Directors, employees, agents and Shareholders from and against all costs, expenses, losses, claims or liabilities, including reasonable legal fees and disbursements (on a solicitor client basis) suffered or incurred by the Buyer, NewCo or any persons arising out of any liabilities, debts and obligations, save and except the Assumed Liabilities.

2. CONSIDERATION. In consideration of sale and transfer to NewCo of the Purchased Assets, (i) the Buyer shall issue to Shareholder (or his designees) 1,000,000 shares of Buyer’s restricted common stock (“Purchase Shares”) and (ii) NewCo agrees to assume the Assumed Liabilities.

3.1 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated on the date hereof (the “Closing Date”).

3.2 Seller Deliveries. At the Closing, the Seller shall deliver to the Buyer:

(b) such other documents and instruments which are necessary to consummate this Agreement and reasonably requested by the Buyer and NewCo.

3.3 Buyer Deliveries. At the Closing, the Buyer shall deliver to the Seller:

(a) the Bill of Sale and Assignment and Assumption Agreement, duly executed by the Buyer and NewCo;

4. SELLER REPRESENTATIONS AND WARRANTIES. The Seller hereby represents and warrants to, and agrees with, the Buyer, that the statements contained in this Section 4 are true and correct:

4.1 Authority. The Seller has full authority to execute and to perform this Agreement in accordance with its terms; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Seller; and no further authorization or approval, whether of governmental bodies or otherwise, is necessary in order to enable the Seller to enter into and perform the same; and this Agreement constitutes a valid and binding obligation enforceable against the Seller in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not result in a breach, violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions or of its Articles of Incorporation, Bylaws, any statute, indenture, mortgage, deed of trust, loan agreement or other material agreement, instrument or restriction to which the Seller is a party or by which the Seller or its assets may be materially bound or affected, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller; and no further authorization or approval, whether of governmental bodies or otherwise, is necessary in order to enable the Seller to enter into and perform the same.

4.2 No Conflict. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, will not result in a breach, violation or default or give rise to an event which with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions of the Seller’s Articles of Incorporation, By-Laws, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller.

4.3 Litigation. To the Seller’s knowledge, there are no threatened action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, order, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other any agency or other instrumentality of the United States, Canada, or any domestic or foreign state, county, city, municipality or other political or governmental subdivision (“Governmental Body”) or any arbitrator or arbitration panel pending or threatened that relate to the Seller’s ownership of the Purchased Assets, or any option or other right of the Sellers to the Purchased Assets, or any right of the Seller to receive consideration as a result of this Agreement, and there is no reasonable basis for any of the foregoing.

4.4 Brokers or Finders. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

4.5 Ownership of Purchased Assets. The Seller is the absolute beneficial owner of the Purchased Assets with good and marketable title thereto, free and clear of any mortgages, liens, charges, pledges, security interest or

encumbrances (except for the Assumed Liabilities) or any rights of others to acquire any ownership in any of the Purchased Assets and is exclusively entitled to possess and dispose of the same.

4.5 Canadian Tax Status. The Seller is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

5. BUYER AND SHAREHOLDER REPRESENTATIONS AND WARRANTIES. The Buyer and the Shareholder jointly and severally hereby represent and warrant to, and agree with, the Seller as follows:

5.1 Organization and Good Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.

5.2 Authority. The Buyer and the Shareholder have full authority to execute and to perform this Agreement in accordance with its terms; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Buyer and the Shareholder; and no further authorization or approval, whether of governmental bodies or otherwise, is necessary in order to enable the Buyer or the Shareholder to enter into and perform the same; and this Agreement constitutes a valid and binding obligation enforceable against the Buyer or the Shareholder in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not result in a breach, violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions or of its Articles of Incorporation, Bylaws, any statute, indenture, mortgage, deed of trust, loan agreement or other material agreement, instrument or restriction to which the Buyer or the Shareholder is a party or by which the Buyer or the Shareholder or their respective assets may be materially bound or affected, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Buyer or the Shareholder; and no further authorization or approval, whether of governmental bodies or otherwise, is necessary in order to enable the Buyer or the Shareholder to enter into and perform the same; and this Agreement constitutes a valid and binding obligation enforceable against the Buyer and the Shareholder in accordance with its terms.

5.3 No Conflict. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, will not result in a breach, violation or default or give rise to an event which with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions of the Buyer’s Articles of Incorporation, By-Laws, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Buyer or the Shareholder. The execution, delivery and performance by Seller, the Buyer and the Shareholder of this Agreement and any documents, certificates or instruments delivered pursuant to this Agreement or in connection herewith to which such Party is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not require the consent, notice or other action by any an individual, corporation, partnership, joint venture, limited liability company, Governmental Body, unincorporated organization, trust, association, or other entity (“Person”) under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any contract to which Seller, the Buyer or the Shareholder is a party or by which Seller, the Buyer or the Shareholder is bound or to which any of their respective properties and assets are subject.

5.4 Access To Data. The Buyer has had full access to all pertinent data and information regarding the Business, including the Purchased Assets and Assumed Liabilities, and, as such, has received all the information it considers necessary or appropriate for deciding whether to purchase the Purchased Assets and assume the Assumed Liabilities. The Seller has made no representations or warranties as to the assets of the Seller, except as specifically set forth in this Agreement.

5.6 Litigation. There are no threatened action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, order, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel pending or, to the knowledge of the Buyer or the Shareholder, threatened that relate to the Shareholder’s ownership of any capital stock of Seller, or any option or other right of the Shareholder to the capital stock of Seller, or any right of the Shareholder to receive consideration as a result of this

Agreement, and there is no reasonable basis for any of the foregoing. There are no actions, suits, proceedings (including any arbitration proceedings), orders, investigations or claims pending or, to the knowledge of the Buyer or the Shareholder, threatened against or affecting the Buyer or the Shareholder in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated by this Agreement.

5.7 Brokers or Finders. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or the Shareholder.

6. INDEMNIFICATION.

6.1 Each Party shall defend, indemnify, and hold the other harmless from and against any and all losses, damages, liabilities and expenses (including penalties and attorneys’ fees) which are incurred or suffered by or imposed upon the other Party arising out of or relating to (i) any failure or breach by the Party to perform any of its covenants, agreements or obligations under this Agreement, or (ii) any inaccuracy or incompleteness of any of the representations and warranties of the Party contained in this Agreement; or (iii) any claims based upon, related to, or by reason of any matter, cause, fact, act or omission, agreement, understanding, representation, warranty occurring or arising at any moment out of this Agreement, or any other agreements entered into by any of the Parties relating to the Purchased Assets. For purposes of this Section 6, the party or parties jointly and severally indemnifying and holding harmless another party or parties and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates shall be referred to as the “Indemnifying Party” and, collectively, the “Indemnifying Parties” and the party or parties seeking indemnification shall be referred to as an “Indemnified Party” and, collectively, the “Indemnified Parties”.

6.2 Indemnification Procedures for Third-Party Claims. In making a claim under this Section 6, the Indemnified Party and the Indemnifying Party shall:

Upon obtaining knowledge of any claim by a third party that has given rise to, or is expected to give rise to, a claim for indemnification hereunder, the Indemnified Party shall give written notice (“Notice of Claim”) of such claim or demand to the Indemnifying Party, specifying in reasonable detail such information as the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading that may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations set forth in Section 6.3 hereof, no failure or delay by an Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party to indemnify and hold the r Indemnified Party harmless, except to the extent that such failure or delay shall have actually adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any claims for which the Indemnified Party is entitled to indemnification hereunder.

If the claim or demand set forth in the Notice of Claim given by a Indemnified Party pursuant to Section 6.2(a) hereof is a claim or demand asserted by a third party, the Indemnifying Party shall have fifteen (15) business days after the date on which the Notice of Claim is delivered to notify the Indemnified Party in writing of its election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials that are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with, and assist the Indemnifying Party in the defense of, such third party claim or demand, and so long as the Indemnifying Party is defending such third party claim in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand. If the Indemnifying Party elects to defend such third party claim or demand the Indemnified Party shall have the right to participate in the defense of such third party claim or demand at the Indemnified Party’s expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding at the Indemnifying Party’s own expense. If the Indemnifying Party does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such third party claim or demand; provided, however, that: (i) such Indemnified Party shall not have any obligation to participate

in the defense of or defend any such third party claim or demand; (ii) such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Section 6; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Except for third party claims being defended in good faith, the Indemnifying Party shall satisfy its obligations under this Section 6 in respect of a valid claim for indemnification hereunder that is not contested by the Indemnified Party in good faith by wire transfer of immediately available funds to the Indemnified Party within thirty (30) days after the date on which Notice of Claim is delivered to the Indemnified Party.

6.3 Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have been actually prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) business days following its receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Section 6 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such claim in a timely manner, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute.

7. COVENANTS.

7.1 Restrictive Covenants.

(a) Confidentiality. From and after the date hereof, each Party will, and will cause its respective affiliates to, refrain from using or disclosing, and will take all commercially reasonable steps to prevent unauthorized use or disclosure of, any Confidential Information. In the event that a Party reasonably believes after consultation with its counsel or an affiliate is required by applicable law to disclose any Confidential Information, such Party or such affiliate may disclose only such Confidential Information as may be legally required, provided that it: (i) provides the Parties with prompt notice before such disclosure so that such Parties may attempt to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information; and (ii) cooperates with such Parties in attempting to obtain such order or assurance. “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, of a Party related to the Business or the business and operations of the Seller, as a publicly traded company, or respective customers, suppliers, distributors or other business relations, including all information concerning finances, customer information, supplier information, products, services, prices, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies, unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property, designs, specifications, documentation, components, source code, object code, schematics, drawings, protocols and processes.

7.2 Transfer Taxes. All transfer, documentary, sales, use, registration, stamp and other taxes and fees (including any penalties and interest thereon) incurred in connection with the transactions contemplated by this Agreement (together, “Transfer Taxes”) shall be paid by the Buyer when due, and the Buyer shall, at its expense, file all necessary tax returns and other documentation with respect to all such Transfer Taxes.

8. MISCELLANEOUS.

8.1 Binding Effect. This Agreement shall insure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written consent of the parties hereto. Except as otherwise set forth

herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

8.2 Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the following addresses (or such others as shall be provided in writing hereinafter):

Spruce Construction, Inc.

Attention: Timothy Boetzkes

1 Grosvenor Blvd

St Albert, Alberta

T8N 0X1

Email: timothy@spruceconstruction.com

Tel.: 780-918-3855 

Eco Innovation Group, Inc.

16525 Sherman Way, Suite C-1

Van Nuys, CA

Attention: Julia Otey-Raudes

Email: julia.otey@ecoig.com

Tel. : (818) 310-1806

Timothy Boetzkes

1 Grosvenor Blvd

St Albert, Alberta

T8N 0X1

Email: timothy@spruceconstruction.com

Tel.: 780-918-3855 

8.3 Entire Agreement. This Agreement, together with the Schedules and any documents, certificates or instruments delivered pursuant to this Agreement or in connection herewith, constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

8.4 Further Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as may be reasonably requested to consummate the transactions contemplated by the Agreement. The Seller shall reasonably cooperate with the Buyer, at the Buyer’s request and at the Buyer’s expense, in connection with the delivery of any of the Purchased Assets.

8.5 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.

8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

8.7 Governing Law and Attornment. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any legal actions or proceedings with respect to this Agreement shall be brought in the courts of the Province of Alberta. Each Party hereby attorns to and accepts the jurisdiction of such courts.

8.8 Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

8.9 Amendments. This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.

8.10 Consultation with Counsel. Each Party acknowledges that it has been given the opportunity to consult with counsel before executing this Agreement and are executing this Agreement without duress or coercion and without reliance on any representations, warranties or commitments other than those representations, warranties, and commitments set forth in this Agreement.

8.11 Survival of Certain Provisions. The provisions of Section 6 and Section 7.1(a) shall survive the expiration of the termination of this Agreement.

[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT TO FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

Schedule B

Assumed Liabilities of NewCo

Exhibit 10.2

FORM OF

LOCK-UP/LEAK-OUT AGREEMENT

LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) dated as of October 4, 2021 (the “Closing Date”), by and between Timothy Boekztes (“BOEKZTES”) and Eco Innovation Group, Inc., a Nevada corporation (“ECOX”).

WHEREAS, as of the Closing Date, BOEKZTES and ECOX have entered into that certain Asset Purchase Agreement as of even date herewith (“Asset Purchase Agreement”); and

WHEREAS, pursuant to the Asset Purchase Agreement, the sale and transfer of the Shares shall be subject to this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions and mutual covenants appearing in this Agreement, the parties hereto hereby agree as follows:

SECTION 1. (a) The resale of the Shares shall be according to the following schedule: Beginning on the date six months after the Closing Date and for twelve (12) months thereafter, BOEKZTES may sell the Shares and shall be limited to sell not more than the aggregate quantity of shares equaling 10,000 per week, or 40,000 per month. Prior to the date six months after the Closing Date, the Shares may not be sold or transferred.

(b) Sales of Shares shall be by means of “in-the-market” transactions.  “In the market” shall mean a brokered sale made on the OTC Market, or any subsequent primary trading market, or customary trading channels and/or, with the mutual consent of the parties, a private offering, which consent shall not be unreasonably withheld, conditioned or delayed. If sold to a purchaser in a private offering, such purchaser shall agree to comply with all the terms and conditions of the Agreement.

(c) Any sales of Shares in violation of this Agreement by either party shall constitute an event of default under this Agreement and an equal number of Shares shall be forfeited by BOEKZTES.

(d) BOEKZTES acknowledges that their breach or impending violation of any of the provisions of this Agreement may cause irreparable damage to ECOX, for which remedies at law would be inadequate.  BOEKZTES further acknowledges that the provisions set forth herein are essential terms and conditions of the Asset Purchase Agreement and this Agreement.  BOEKZTES therefore agrees that ECOX shall be entitled to a decree or order by any court of competent jurisdiction enjoining such impending or actual violation of any of such provisions.  Such decree or order, to the extent appropriate, shall specifically enforce the full performance of any such provision by BOEKZTES, which hereby consents to the jurisdiction of any such court of competent jurisdiction, state or federal, sitting in the State of Nevada.  This remedy shall be in addition to all other remedies available to the parties at law or equity.  If any portion of this Section 1 is adjudicated to be invalid or unenforceable, this Section 1 shall be deemed amended to delete there from the portion so adjudicated, such deletion to apply only with respect to the operation of this Section 1 in the jurisdiction in which such adjudication is made.

(e) Shares shall not at any time be used to cover “short” sales of the common stock of ECOX.

SECTION 2.  Subject to Section 5 hereunder, this Agreement shall inure to the benefit of and be binding upon both BOEKZTES and ECOX, their successors and assigns.

SECTION 3.  Should any part of this Agreement, for any reason whatsoever, be declared invalid, illegal, or incapable of being enforced in whole or in part, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid

portion thereof eliminated, and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any portion which may for any reason be declared invalid.

SECTION 4.  This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada applicable to agreements made and to be performed in such State without application of the principles of conflicts of laws of such State.

SECTION 5.  This Agreement and all rights hereunder are personal to the parties and shall not be assignable, and any purported assignments in violation thereof shall be null and void.

SECTION 6. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by facsimile or seven days after having been sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address or to such other address either party to this Agreement shall specify by notice to the other party:

Timothy Boetzkes

1 Grosvenor Blvd

St Albert, Alberta

T8N 0X1

Eco Innovation Group, Inc.

16525 Sherman Way, Suite C-1

Van Nuys, CA

Attention: Ms. Julia Otey-Raudes

SECTION 7.  The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.  No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

[Remainder of page intentionally left blank]

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

[Agreement Signature Page]

Exhibit 10.3

FORM OF

SHAREHOLDERS AGREEMENT

This Shareholders Agreement (this “Agreement”) is made and entered into and effective as of the latest date executed below (the “Effective Date”) by and between Spruce Engineering & Construction Inc., an Alberta corporation (the “Corporation”) and the undersigned founding shareholders of the Corporation whose names and addresses are listed on Exhibit A attached hereto and made a part hereof, all of whom are shareholders of the Corporation (individually “Shareholder” and collectively “Shareholders”) Separately, each of the Corporation and the Shareholders may also be separately referred to as “Party” and collectively as the “Parties”.

WHEREAS, the parties have agreed that to promote the good conduct of the Corporation and avoid the difficulties that might result from the passing of shares to outsiders, it is desirable to make this Agreement concerning the conduct of the Corporation and restrictions upon the transfer of its shares; 

THEREFORE, in consideration of the promises herein made to one another, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.        Shareholders

The present distribution of shares of the Corporation is as follows:

The total issued equity of the Corporation currently consists of ten million (10,000,000) shares of stock, classified as Class A Common Shares. Such shares are issued to each Shareholder as listed in the Section 1 and in Exhibit A of this Agreement (the “Shares”). The Shareholders acknowledge that the Corporation may only issue new capital stock, change the number of authorized shares, issue preemptive rights and authorize new classes and series of shares, defining their respective voting and economic rights, as permitted in Section 3 below.

Shareholders acknowledge that share issuance notices shall contain language to the effect that the Shares are unregistered, that ownership is restricted by applicable securities law and further subject to this Agreement. The Shareholders agree that the certificates of all Shares shall be endorsed with reference to this Agreement as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A UNANIMOUS SHAREHOLDERS AGREEMENT AMONG SPRUCE ENGINEERING & CONSTRUCTION INC. (THE “CORPORATION”) AND ITS SHAREHOLDERS AND SUCH SHARES ARE NOT TRANSFERABLE ON THE BOOKS OF THE CORPORATION EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENT, A COPY OF WHICH AGREEMENT IS ON RECORD WITH THE SECRETARY OF THE CORPORATION.”

2.        Officers and Directors

The directors of the Corporation shall be appointed by majority shareholder vote.

The officers of the Corporation shall be the following shareholders, each of whom shall continue to serve as long as she or he owns shares:

Timothy Boezktes, Chief Operating Officer

Patrick Laurie, Chief Executive Officer

3.        Corporation Limits

(a) The Corporation may not, without the consent of 100% of the Shareholders, do any of the following:

(i) issue additional shares of any class or any securities convertible into shares of any class;

(ii) merge or participate in a share exchange with any other Corporation;

(iii) sell, lease, mortgage, or otherwise transfer all or substantially all of the assets of the Corporation for any consideration other than cash;

(iv) cause the Corporation to be indebted by any amount; or

(v) reimburse expenses to a Shareholder.

(b) In the event the shareholders agree to issue additional shares or securities convertible into shares, then each of the shareholders shall have the right to purchase any such securities so offered at a future date in proportion to his then respective interest in the Corporation at the time of such offer.

4.       Representations, Warranties and Covenants

Each Shareholder individually represents and warrants to all other Shareholders that (a) as of the Effective Date, such Shareholder is the registered owner of the number and type of Shares set forth opposite its name on Annex A of this Agreement; (b) this Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes the valid and binding obligation of such Shareholder, enforceable in accordance with its terms; (c) such Shareholder has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement; and (d) each Shareholder covenants that it shall not grant any proxy or become party to any voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement.

5.       Restrictive Covenants

Each Shareholder acknowledges that the Corporation, as a specialized technology company, possesses several legitimate business interests requiring reasonable protection, including but not limited to: Trade Secrets, such as computer and software code and such other information meeting the definition under Florida law; valuable confidential business or professional information (“Confidential Information”); and substantial relationships with specific prospective or existing customers, clients, vendors or referral sources. As each Shareholder, by virtue of ownership of and participation in the Corporation, shall have access to these Trade Secrets, Confidential Information and relationships, as separate and material consideration to induce the Corporation and the other Shareholders to enter into this Agreement, each Shareholder agrees as follows:

a.       Confidentiality and Non-Disclosure. For as long as he/she/it shall remain a Shareholder of the Corporation, plus five (5) years for Confidential Information and ten (10) years for Trade Secrets, the Shareholder shall not, directly or indirectly, disclose or use for any non-Corporation purpose or to the detriment or exclusion of

the Corporation, any Trade Secrets or Confidential Information of the Corporation, except with the Corporation’s prior written consent.

       b.       Non-Solicitation of Employees and Independent Contractors. For as long as he/she/it shall remain a Shareholder of the Corporation, plus two (2) years, the Shareholder shall not, on his/her/its own account or for any person, firm, partnership, corporation, or other entity: (a) solicit, interfere with, or endeavor to cause any employee or independent contractor of Corporation to leave his/her/its employment, contract, position or affiliation with Corporation, (b) induce or attempt to induce any employee or independent contractor to terminate his/her/its employment, contract, position or affiliation with Corporation or (c) hire, retain or work with such employee or independent contractor, except with Corporation’s prior written consent.

c.       Non-Solicitation of Customers and Suppliers. For as long as he/she/it shall remain a Shareholder of the Corporation, plus two (2) years, the Shareholder shall not, on his/her/its own account or for any person, firm, partnership, corporation, or other entity: (a) solicit, interfere with, or endeavor to cause any customer, client, vendor, supplier or referral source to change or cease doing business in whole or in part with or through Corporation, except with Corporation’s express written permission, or (b) solicit, interfere with, or endeavor to cause any customer, client, vendor, supplier or referral source to do business with any person, firm, partnership, corporation, or other entity which performs or offers products or services materially similar to or competitive with Corporation, except with Corporation’s express written permission.

d.       Non-Competition. For as long as he/she/it shall remain a Shareholder of the Corporation, plus two (2) years, each Shareholder shall not directly or indirectly perform, provide, own, operate, control, be employed by or independently contract with, perform services for, consult with, solicit business for, participate in, or be connected with the ownership, management, operation, or control of any business of developing and marketing energy-efficient cooling and heating systems, or other goods and/or services materially similar to those of Corporation which is located within the Province of Alberta, except with the Corporation’s prior written consent.

e.       Separate Covenants. Each Shareholder’s obligations under this Agreement are independent covenants which are separately enforceable. The breach of any obligations by the Corporation or another Shareholder under this Agreement or any other agreement or obligation shall not affect the enforcement of any of the independent obligations contained herein.

6.       Compensation and Expenses

Any Shareholder who performs services for the Corporation in an employee or independent contractor capacity shall sign an independent contractor or employment agreement with Corporation on such terms as may be satisfactory to Corporation. Any Shareholder who performs services for the Corporation in his/her/its Shareholder capacity with Shareholder Approval shall be entitled to compensation for such services or reimbursement of any expenses incurred by the Shareholder.

Expenses shall be reimbursed to Shareholders pursuant to Paragraph 3(v) above. Expenses must be documented by receipts or invoices and have been incurred by the Shareholder in the furtherance of the Corporation's business.

7.       Transfer of Shares

No Shareholder shall have any right to pledge, assign, encumber, dispose or otherwise transfer his/her/its Shares except with unanimous Shareholder Approval and pursuant to the provisions of this Agreement. Each Shareholder acknowledges that any third-party non-Shareholder who purchases, receives or otherwise acquires Shares must still be approved by a supermajority of Shareholders in order to be admitted as a Shareholder.

8.       Corporation’s Purchase of Shares

(a) Upon the happening of any of the events enumerated below, the Corporation shall purchase at Purchase Value as hereinafter defined all of the shares of the shareholder so affected:

     (i) If any shareholder employed by the Corporation shall terminate his employment for any cause or reason, including, but not limited to, loss of any license or certificate required for his conduct of the business or disability lasting more than six (6) months; or

     (ii) If any shareholder shall be adjudged incompetent or a general guardian or guardian of his estate shall be appointed for him by any court; or

     (iii) If any shareholder makes any assignment for the benefit of creditors or applies for the appointment of a trustee, a liquidator, or a receiver, or commences any proceeding related to himself under any bankruptcy or arrangement of similar law; or if any such application is filed or proceedings commenced against the shareholder and the shareholder consents thereto or an order is entered allowing such application and remains in effect for sixty (60) days; or

     (iv) If the shares of any shareholder are purported to be transferred involuntarily, including, without limitation, any purported transfer by or pursuant to bankruptcy, attachment, divorce, equitable distribution, or operation of law; or

     (v) If any shareholder shall die.

(b) This duty to purchase or retire shall apply to all, but not less than all of the shares, and shall be exercised by the Corporation by serving written notice upon such shareholder or such shareholder's legal representative within 15 days after the Corporation receives notice of the occurrence of such event or the qualification of such legal representative, whichever is later.

9.       Share Valuation

If an event specified herein or required by applicable law requires a valuation of a Shareholder’s Shares, the valuation shall initially be set by Shareholder agreement. If the Shareholders cannot agree on a valuation within seven (7) days, the Shareholders agree that unless another person is agreed to, the Corporation’s accountant/CPA shall conduct the valuation, and that his/her valuation decision shall be binding, conclusive and final. The valuation costs shall be paid equally by the Corporation and the selling/transferring Shareholder, unless otherwise specified herein or agreed to by the Shareholders.

10.       Death of a Shareholder

Upon the death of a Shareholder, the Shares shall automatically transfer to the Shareholder’s heir(s), beneficiaries or devisees, except that the Shares shall automatically become non-voting. If the heir(s), beneficiaries or devisees shall ever wish to sell the Shares, each must sell all of the Shares and give Notice to the Corporation and the other Shareholders in writing of the intent to sell, granting the other Shareholders a thirty (30) day exclusive period to negotiate a mutually acceptable acquisition, pro rata. If an offer has already been received for the Shares, the heir(s), beneficiaries or devisees must provide a full and complete copy of the offer to buy the Shares, plus a thirty (30) day right of first refusal to match the offer.

11.       Medical Incapacity of a Shareholder

Upon the Medical Incapacity of a Shareholder, the Shares shall remain unaffected, except that the voting rights of the Shares shall be suspended and not counted for purposes of quorum, Approval and any other voting issues. If the caregiver of the Medically Incapacitated Shareholder can prove to the satisfaction of the Corporation that the caregiver possesses the legal right to sell the Shares on the Medically Incapacitated Shareholder’s behalf, then the caregiver must sell all of the Shares and may only sell the Shares to the Corporation or the other Shareholders, pro rata. For purposes of this Section, “Medically Incapacitated” shall be defined as any condition certified by a licensed medical doctor in writing that has in fact left the Shareholder medically incapacitated.

12.       Divorce of a Shareholder

If a Shareholder is divorced/divorcing (“Divorcing Shareholder”) and the Shareholder’s (ex-)spouse makes any claim at any time against the Corporation or against that Shareholder’s Shares, or causes the Corporation to incur any expense as a result of the divorce, including but not limited to valuation of that Shareholder’s Shares, then the Divorcing Shareholder shall fully reimburse and indemnify the Corporation and the other Shareholders for any costs incurred or payments made to the (ex-)spouse, including but not limited to payouts to the (ex-)spouse and accounting and legal fees. The Corporation shall also have the right to buyback the Divorcing Shareholder’s Shares at fair market value less all Corporation and Shareholder indemnification amounts specified herein. If under any circumstance, any Shares of the Divorcing Shareholder are to be transferred to the (ex-)spouse for any reason, then those Shares are automatically deemed to lose all voting rights and shall only entitle the (ex-)spouse to receive profits and losses, with the Divorcing Shareholder also losing all management and voting rights.

13.       Outsider Buyout

If a third-party non-Shareholder shall ever attempt to purchase or acquire all or part of any Shareholder’s Shares, then that Shareholder (“Selling Shareholder”) shall give the Corporation and the other Shareholders Notice of the intended sale, plus a full and complete copy of the offer. The remaining Shareholders, by unanimous Approval not counting the Selling Shareholder, may do any of the following:

a.       Exercise a thirty (30) day right of first refusal to match the offer and acquire ALL of the Selling Shareholder’s Shares;

b.       Exercise Tag-Along rights, in which the third-party must acquire ALL of the Shares from ALL of the Shareholders on the same per share price and payment terms offered to the Selling Shareholder; or

c.       Allow the Selling Shareholder to transfer the Shares to the third party upon the terms and conditions stated in the offer - provided, however, that such transfer shall not take effect until the third party has executed this Agreement.

14.       Default

Actions taken in contravention of the provisions of this Agreement shall be considered null and void ab initio. If a Shareholder breaches any provision of this Agreement, the Corporation shall give Notice of the breach to the Shareholder plus five (5) days to cure – except that no Notice or cure is required after a Shareholder’s third breach of this Agreement. If the Party in breach does not cure the breach within five (5) calendar days from the date of receipt of the Notice, the Corporation, by Shareholder Approval (not counting the Shareholder in breach), may terminate this Agreement and/or seek any and all applicable legal and equitable remedies. A default in any other agreement between the Shareholders and the Corporation (including any employment or independent contractor agreement) shall trigger an immediate default of this Agreement.

15.       Term

The term of this Agreement (“Term”) shall commence as of its Effective Date and shall continue in full force and effect until terminated by Shareholder Approval or operation of law. The warranties, covenants, representations and restrictive covenants contained in this Agreement, as well as the provisions of Section 8 and 15 through 21, shall survive its termination for the maximum period allowed under law. Any breach or violation by the Shareholder of the restrictive covenant provisions contained herein shall suspend the running of any time calculated against the restrictive covenants for the duration of any such breach or violation, such that the Corporation shall be entitled to full compliance by Shareholder for the full terms stated herein after the Shareholder’s ceasing to own Shares in the Corporation.

16.       Issues Not Covered by This Agreement; Further Cooperation

Any issues arising that are not covered by this Agreement shall be resolved through good faith negotiations, in which each Shareholder shall use best efforts to achieve a resolution of the issue which that Shareholder reasonably believes to be in the best interests of the Corporation. Each Shareholder shall execute any document and take any action reasonably required to carry out the provisions of this Agreement and manifest the transactions contemplated hereby.

17.       Notices

All Notices required to be given hereunder shall be in writing and sent by email or any other electronic means to each Shareholder at his/her/its address listed in Annex A of this Agreement, or such address as provided from time to time. Each Shareholder hereby consents to submit and receive such notices by such electronic delivery and to sign documents electronically and agrees to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

18.       No Assignment; Inurement

As this is an agreement personal to each Shareholder, and therefore no Shareholder may transfer or assign any or all of its rights, privileges, duties or obligations without compliance with the provisions of this Agreement. Subject to the foregoing, all of the terms and provisions of this Agreement shall bind and inure to the benefit of the Parties hereto and their respective successors and assigns. Notwithstanding the foregoing, this Agreement does not inure to the benefit of any third-party beneficiaries, unless expressly stated herein.

19.        Choice of Law; Venue; Dispute Resolution

The Parties intend that this Agreement shall operate and be construed as a Unanimous Shareholders Agreement under the Business Corporations Act, (Alberta). Each Party agrees that this Agreement, the relations between Shareholders and Shareholder(s) and the Corporation - together with all disputes related to it shall be governed exclusively by the laws of the Province of Alberta, Canada without regard for its conflict of laws principles. All disputes under, relating to or affecting this Agreement shall be resolved by binding arbitration in accordance with the Arbitration Act (Alberta). The arbitration panel shall consist of three (3) arbitrators. Each Party shall appoint an arbitrator, who shall agree on the third arbitrator, who shall be the chair. The arbitration shall be in Alberta, Canada in the English language. The panel shall prepare written findings of fact and conclusions of law within twenty (20) days of the conclusion of the arbitration hearing and the written decision of the panel shall be binding and final and not appealable. The panel shall have power to take whatever measures it deems necessary, including without limitation temporary and final injunctive relief, specific performance and other equitable relief. The panel’s decision may be entered in any court having jurisdiction. To the extent permitted by law, the panel’s fees and expenses will be borne equally by each Party to the arbitration, and each Party shall pay its own attorney’s fees and expenses, regardless of whether there is a prevailing party. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL, INCLUDING TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

21. Entire Agreement

This Agreement, including any recitals or annexes, constitutes the entire agreement of the Shareholders with respect to the subject matter contained herein and supersedes and merges all prior agreements and oral understandings between the Shareholders with respect to such matters. In the event of any express or implied conflict, this Shareholders Agreement supersedes any previous Shareholders Agreement as well as any applicable provisions of the Bylaws, Option Agreements, Employment Agreement or Independent Contractor Agreement. Each Shareholder acknowledges full disclosure of all material information made in connection with this Agreement and ratifies all prior Corporation actions taken up to the Effective Date.

[Signature Page Follows]

EACH PARTY HERETO, intending to be legally bound, has executed and dated this Agreement as of the Effective Date below. This Agreement may be executed in counterparts, and all Shareholders need not execute the same counterpart. However, no Shareholder shall be admitted as a Shareholder until he/she/it has executed a counterpart. Faxed, emailed or electronic signatures of a Shareholder are deemed valid.

SHAREHOLDERS

/s/ Julia Otey-Raudes       Dated: October 4, 2021

Eco Innovation Group, Inc., Shareholder

By: Julia Otey-Raudes

Its: CEO

/s/ Timothy Boezktes       Dated: October 4, 2021

Timothy Boezktes, Shareholder

/s/ Patrick Laurie       Dated: October 4, 2021

Patrick Laurie, Shareholder

CORPORATION

Spruce Engineering & Construction Inc.

/s/ Patrick Laurie     Dated: October 4, 2021

By: Patrick Laurie

Its: Chief Executive Officer

Exhibit 10.4

FORM OF

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), is effective as of October 4, 2021 (the “Effective Date”), between Spruce Engineering & Construction Inc., an Alberta corporation headquartered at 1 Grosvenor Boulevard, St. Albert, Alberta T8N0X1, hereinafter referred to as the “Company”), and Timothy Boekztes (“Employee”).

RECITALS

WHEREAS, the Company is a duly organized Alberta corporation, with its principal place of business within the Province of Alberta, and is in the business of developing and marketing energy-efficient cooling and heating systems; and

WHEREAS, the Company desires Employee’s experience, skills, abilities, background and knowledge, and is willing to engage Employee’s services on the terms and conditions set forth in this Agreement; and

WHEREAS, Employee desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto agree to the terms and conditions of this Agreement as follows:

1. Employment for Term. The Company hereby agrees to employ Employee and Employee hereby accepts such employment with the Company. The term of this Agreement (the “Term”) will commence on the Effective Date and shall continue until the termination of Employee’s employment in accordance with the provisions of this Agreement. The termination of Employee’s employment under this Agreement shall end the Term but shall not terminate Employee’s or the Company’s other obligations that are intended to survive the termination of this Agreement (including without limitation, the payments under Sections 7 and 8 and Employee’s obligations under Section 9).

2. Position and Duties. During the Term, Employee shall serve as Chief Operational Officer (COO) of the Company and perform such duties as are consistent with such positions. The Employee shall report to the Chairman and Chief Executive Officer of the Company. During the Term, Employee shall also hold such additional positions and titles as the Chairman and Chief Executive Officer of the Company may determine from time to time. During the Term, Employee shall devote as much time as is necessary to satisfactorily perform his duties as COO of the Company.

3. Compensation.

(a) Base Salary. As soon as possible given the sufficiency of the Company's liquid cash flow, the Company will pay Employee a base salary of $81,848 per annum, payable on the Company’s regular pay cycle for professional employees (the “Base Salary”). Except as specifically otherwise provided herein, the Base Salary may be increased only by the Board. Until such time as the Company's liquid cash flow is sufficient to pay the Base Salary in full, Employee shall receive a lesser amount and the difference shall not accrue or be due and payable. Determination of sufficiency of liquid cash flow and amounts payable shall be at the sole discretion of the Company's board of directors and shall be applied equally to the compensation of all Company founders and key persons. Employee shall not be entitled to additional compensation for any additional or unusual time expended.

(b) Annual Review. The Base Salary shall be reviewed at the end of each fiscal year.

(c) Equity Compensation. In connection with the execution of this Agreement, the Company hereby agrees to grant, on or promptly after the Effective Date, 1,000,000 restricted shares of Company Class A Common Stock (the “Restricted Shares”). The Restricted Shares shall vest in accordance with the terms set forth in the Restricted Stock Award Agreement attached as Exhibit A hereto. Additional equity grants may be made annually during the Term in the amount approved by the Compensation Committee and commensurate with the performance level of the Employee.

4. Employee Benefits. During the Term, Employee shall be entitled to participate at the same level as other senior executive officers of the Company in any group insurance, hospitalization, medical, health and accident, disability, fringe benefit and tax-qualified retirement plans or programs of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof. For the term of this Agreement, Employee shall be entitled to paid time off at the rate of five (5) weeks per annum. In accordance with Company policy, unused paid time off may not be carried over from year to year.

5. Expenses. The Company shall reimburse Employee for actual, reasonable out-of-pocket expenses incurred by him in the performance of his services for the Company upon the receipt of appropriate documentation of such expenses which shall be submitted in such form, and with such supporting documentation, as called for or required by Company policy.

6. Termination.

(a) General. The Term shall end immediately upon Employee’s death. Employee’s employment may also be terminated by the Company with or without Cause or as a result of Employee’s Disability, as defined in Section 7 or by Employee with or without Good Reason (as such terms are defined below).

(b) Notice of Termination. Either party shall give written notice of termination to the other party.

(c) Notification of New Employer. In the event that Employee leaves the employ of the Company, Employee grants consent to notification by the Company to Employee’s new employer about his rights and obligations under this Agreement and the PIA (hereinafter defined).

7. Severance Benefits.

(a) Cause Defined. “Cause” means (i) willful malfeasance or willful misconduct by Employee in connection with his employment; (ii) Employee’s gross negligence in performing any of his duties under this Agreement; (iii) Employee’s conviction of, or entry of a plea of guilty to, or entry of a plea of nolo contendere with respect to, any crime other than a traffic violation or infraction which is a misdemeanor; (iv) Employee’s willful and deliberate violation of a Company policy, (v) Employee’s unintended but material breach of any written policy applicable to all employees adopted by the Company which is not cured to the reasonable satisfaction of the Board of Directors within thirty (30) days after notice thereof; (vi) the Employee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party as to which the Employee owes an obligation of nondisclosure as a result of the Employee’s relationship with the Company, (vii) the Employee’s willful and deliberate breach of his obligations under this Agreement, or (viii) any other material breach by Employee of any of his obligations in this Agreement which is not cured to the reasonable satisfaction of the Board of Directors within thirty (30) days after notice thereof.

(b) Disability Defined. “Disability” shall mean (i) Employee’s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation, that results in Employee being substantially unable to perform his duties hereunder for six consecutive months (or for six months out of any nine month period) or (ii) a qualified independent physician mutually acceptable to the Company and Employee determines that Employee is incapacitated due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation so as to be unable to regularly perform the duties of his position and such condition is expected to be of a permanent or near-permanent duration. Until such time as Employee is terminated for Disability under this paragraph (b), Employee shall continue to receive his Base Salary hereunder, provided that if the Company provides Employee with disability insurance coverage, payments of Employee’s Base Salary shall be reduced by the amount of any disability insurance payments received by Employee due to such coverage. The Company shall give Employee written notice of termination due to Disability which shall take effect sixty (60) days after the date it is sent to Employee unless Employee shall have returned to the performance of his duties hereunder during such sixty (60) day period (whereupon such notice shall become void). In the event that the Company terminates Employee’s employment as a result of his Disability, Employee shall be entitled to the same benefits as if his employment had been terminated by the Company without Cause.

(c) Good Reason Defined. For purposes of this Agreement, “Good Reason” shall mean, without Employee’s written consent: (i) there is a material reduction of the level of Employee’s compensation (excluding any bonuses) (except where there is a general reduction applicable to the management team generally, provided, however, that in no case may the Base Salary be reduced below the amount stated in Section 3(a)), (ii) there is a material reduction in Employee’s overall responsibilities or authority, or scope of duties (it being understood that the occurrence of a Change in Control shall not, by itself, necessarily constitute a reduction in Employee’s responsibilities or authority); or (iii) there is a material change in the principal geographic location at which Employee must perform his services (it being understood that the relocation of Employee to a facility or a location within forty (40) miles of the State Capitol Building in Denver, Colorado shall not be deemed material for purposes of this Agreement). No event shall be deemed to be “Good Reason” if the Company has cured the event (if susceptible to cure) within 30 days of receipt of written notice from Employee specifying the event or events which, absent cure, would constitute “Good Reason.”

(d) Accrued Compensation Defined. As used herein, “Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued by Employee through the date of termination of this Agreement but not paid as of such date, including (i) Base Salary, (ii) reimbursement for business expenses incurred by the Employee on behalf of the Company, pursuant to the Company’s expense reimbursement policy in effect at such time, (iii) any expense allowance pursuant to Company policy, (iv) accrued but unused vacation pay per Company policy, and (v) bonuses and incentive compensation earned and awarded prior to the date of termination. Accrued Compensation shall be paid on the first regular pay date after the date of termination (or earlier, if required by applicable law).

(e) Termination.

(i) Cause; Without Good Reason; Death. If the Company ends the Term for Cause, if Employee resigns as an employee of the Company for reasons other than an event of Good Reason, or the Employee dies while employed, then the Company shall pay to Employee the Accrued Compensation but shall have no obligation to pay Employee any amount, whether for salary, benefits, bonuses, or other compensation or expense reimbursements of any kind, accruing after the end of the Term, and such rights shall, except as otherwise required by law or pursuant to the applicable award agreement or plan, be forfeited immediately upon the end of the Term. For the sake of clarity, any stock options, restricted stock or other equity compensation shall, to the extent vested on the date of resignation without Good Reason, the date the Company ends the Term for Cause, or the date of Employee’s death, remain outstanding and exercisable to the extent provided in the applicable award agreement or plan, by the Employee or his personal representative or executor.

(ii) Without Cause; Disability; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause or because of Disability, or the Employee terminates his employment with Good Reason, he shall be entitled to the Accrued Compensation and, subject to Section 21 and 22 below, the following:

(A) A lump sum payment equal to twenty-five percent (25%) of his Base Salary in effect at the date of termination, less applicable withholding.

(B) In the event of a termination Without Cause or for Good Reason, Employee’s Restricted Shares will vest in accordance with the terms of the Restricted Stock Agreement.

(C) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.

Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period. Subject to the effectiveness of the release, the

severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment.

8. Change in Control Payments. The provisions of this Section 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

(a) Equity. Upon the occurrence of a Change in Control, all stock options, restricted stock and other stock-based grants to Employee by the Company or that may be granted in the future shall, irrespective of any provisions of his award agreements, immediately and irrevocably vest and become exercisable and any restrictions thereon shall lapse. All stock options shall remain exercisable from the date of the Change in Control until the expiration of the term of such stock options.

(b) Definitions. For purposes of this Section 8, the following terms shall have the following meanings:

“Change in Control” shall mean any of the following:

(1) the acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (the “Acquiring Person”), other than the Company, or any of its Subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power or economic interests of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (excluding any issuance of securities by the Company in a transaction or series of transactions made principally for bona fide equity financing purposes); or

(2) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any issuance of securities by the Company in a transaction or series of transactions made principally for bona fide equity financing purposes) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or

(3) the sale or other disposition of all or substantially all of the assets of the Company in one transaction or series of related transactions.

9. Proprietary Information and Inventions Agreement. As a condition of Employee’s employment with the Company, Employee agrees to sign the Company’s standard form of Proprietary Information and Inventions Agreement (“PIA”).

10. Successors and Assigns.

(a) Employee. This Agreement is a personal contract, and the rights and interests that the Agreement accords to Employee may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him. All rights and benefits of Employee shall be for the sole personal benefit of Employee, and no other person shall acquire any right, title or interest under this Agreement by reason of any sale, assignment, transfer, claim or judgment or bankruptcy proceedings against Employee. Except as so provided, this Agreement shall inure to the benefit of and be binding upon Employee and his personal representatives, distributees and legatees.

(b) The Company. This Agreement shall be binding upon the Company and inure to the benefit of the Company and of its successors and assigns, including (but not limited to) any Company that may acquire all or

substantially all of the Company’s assets or business or into or with which the Company may be consolidated or merged. 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.

11. Entire Agreement. This Agreement (together with the equity award agreements referred to herein) represents the entire agreement between the parties concerning Employee’s employment with the Company and supersedes all prior negotiations, discussions, understanding and agreements, whether written or oral, between Employee and the Company relating to the subject matter of this Agreement.

12. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by Employee and by a duly authorized officer of the Company. No waiver by any party to this Agreement or any breach by another party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

13. Notices. Any notice to be given under this Agreement shall be in writing and delivered personally or sent by overnight courier or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below, or to such other address of which such party subsequently may give notice in writing:

To the address specified in the payroll records of the Company.

Any notice delivered personally or by overnight courier shall be deemed given on the date delivered and any notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given on the date mailed.

14. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction or arbitrator acting pursuant to Section 19 below to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable shall not be affected, and each provision of this Agreement shall be validated and shall be enforced to the fullest extent permitted by law. If for any reason any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be too broad or to any extent invalid, such provision shall not be determined to be entirely null, void and of no effect; instead, it is the intention and desire of both the Company and Employee that, to the extent that the provision is or would be valid or enforceable under applicable law, any court of competent jurisdiction or arbitrator acting pursuant to Section 19 below shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and such other constraints or conditions (although not greater than those contained currently contained in this Agreement) as shall be valid and enforceable under the applicable law.

15. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

16. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience of reference, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

17. Withholding Taxes. All salary, benefits, reimbursements and any other payments to Employee under this Agreement shall be subject to all applicable payroll and withholding taxes and deductions required by any law, rule or regulation of and federal, state or local authority.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together constitute one and same instrument. The parties agree that facsimile signatures shall have the same force and effect as original signatures.

19. Applicable Law; Arbitration. The validity, interpretation and enforcement of this Agreement and any amendments or modifications hereto shall be governed by the laws of the Province of Alberta, as applied to a contract executed within and to be performed in Alberta, and it is acknowledged and agreed by the parties that this Agreement will be subject to and governed by the Alberta Employment Standards Code (the “Code”), and in the event of any conflict between the terms of this Agreement and the Code, the Code shall prevail. The parties agree that all disputes related to or arising out of Employee’s employment with the Company, including but not limited to disputes relating to the validity, interpretation, performance, breach, or enforcement of this Agreement and any amendments or modifications hereto shall be definitively resolved by binding arbitration in accordance with the Arbitration Act (Alberta). Each party shall choose one arbitrator and the two arbitrators shall choose a third arbitrator. All costs and fees related to such arbitration (and judicial enforcement proceedings, if any, but excluding Employee’s legal fees) shall be borne by the Company unless Employee’s claim is deemed to be frivolous by the arbitrators. The arbitrators, and not a court, will be authorized to determine whether the provisions of this Section apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The parties consent to the jurisdiction to the courts of the Province of Alberta to enforce any arbitration award rendered with respect thereto.  

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

EXHIBIT A

RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into as of September __, 2021 (the “Effective Date”), by and between Spruce Engineering & Construction Inc., an Alberta corporation (the “Company”), and Timothy Boekztes (the “Grantee”).

WHEREAS, in connection with Grantee’s employment with the Company, the Company’s Board of Directors (the “Board”) has determined to issue one million (1,000,000) shares of the Company’s Class A Common stock to Grantee, subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the Company and the Grantee agree as follows.

1.       Grant of Stock. The Company hereby agrees to issue to the Grantee one million (1,000,000) shares of the Company’s common stock (the “Shares”). All of the Shares received by the Grantee from the Company pursuant to this Agreement are subject to the terms of this Agreement, including but not limited to an option by the Company to repurchase such Shares.

2.       Company’s Repurchase Option.

(a)       The termination of the Grantee’s employment with the Company or a Related Entity (as defined below) for any reason will be a “Triggering Event.” The Grantee’s employment will be deemed to have terminated either upon an actual termination of employment or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Employment will not be considered interrupted in the case of any approved leave of absence or a transfer between the Company and any Related Entity. An approved leave of absence for this purpose will include sick leave, military leave, or any other authorized personal leave, so long as the Company or Related Entity has a reasonable expectation that the Grantee will return to provide services for the Company or Related Entity, and provided further that the leave does not exceed six (6) months, unless the Grantee has a statutory or contractual right to re-employment following a longer leave. The term “Related Entity” means any “parent corporation” of the Company, and any “subsidiary corporation” of the Company, whether now or hereafter existing.

(b)       In the event that a Triggering Event occurs, the Company will have an option (the “Repurchase Option”) for a period of 90 days from the date of such event (as reasonably fixed and determined by the Company), to repurchase any of the Shares that are not vested pursuant to the vesting provisions set forth on Exhibit A hereto as of the date of such Triggering Event (such Shares, the “Unvested Shares”) for no additional consideration. In the event the Company elects to exercise the Repurchase Option, it will be exercised by the Company by written notice to the Grantee, which notice will specify the number of Shares and the time (not later than 30 days from the date of the Company’s notice) and place for the closing of the repurchase of the Shares. Upon delivery of such notice and payment of the purchase price (if any) in accordance with the terms hereof, the Company will become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company will have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

(c)       If, at any time during the two (2) years immediately following the Effective Date, the Company desires to have its common stock listed on a national securities exchange and the Board determines that the existence of this grant of Shares will prohibit or materially jeopardize, delay or limit such listing, then the Company may exercise the Repurchase Option as to any Unvested Shares, on the same terms and conditions as described in Section 2(b) above.

(d)       Whenever the Company has the right to repurchase Shares hereunder, the Board may designate and assign to one or more assignees the right to exercise all or part of the Company’s repurchase rights under this Agreement to purchase all or a part of such Shares.

3.       Release of Shares From Repurchase Option. In the event the Repurchase Option is triggered pursuant to a Triggering Event and the Company (or its assigns) fails to exercise the Company’s option for the repurchase of

any or all of the Shares then, upon the expiration of the 90-day option period, any and all such Shares not repurchased by the Company will be released from the Repurchase Option. Upon the release of the Repurchase Option, any Unvested Shares will immediately vest.

4.       Restriction on Transfer. Except for a transfer to a “Permitted Transferee” (as defined below), none of the Unvested Shares or any beneficial interest therein will be transferred, pledged, hypothecated, encumbered or otherwise disposed of in any way. For purposes of this Agreement, “Permitted Transferee” will mean any of Grantee’s spouse, the lineal descendant(s) (natural or adopted) of Grantee’s parents, the spouse(s) of such descendants, or a trust for the sole benefit of such persons or any of them. All transferees of Shares or any interest therein (including Permitted Transferees) will receive and hold such Shares or interest subject to the provisions of this Agreement, and will agree in writing to take such Shares or interest therein subject to all the terms of this Agreement, including restrictions on further transfer. Any sale or transfer of the Company’s Shares will be void unless the provisions of this Agreement are met.

5.       Ownership Rights. Grantee, as beneficial owner of the Shares, will have full voting rights with respect to the Shares during and after the vesting period, except to the extent repurchased to the Repurchase Option. Grantee will be entitled to receive dividends with respect to Unvested Shares prior to the vesting of such Shares as follows: (a) any regular cash dividends paid with respect to an Unvested Share will be retained by the Company and will be paid to Grantee, without interest, within thirty (30) days after the associated Share vests as provided in this Agreement, and will be forfeited if and when the associated Share is repurchased, and (b) any property (other than cash) distributed with respect to an Unvested Share (including without limitation a distribution of stock by reason of a stock dividend, stock split, or otherwise, or a distribution of other securities with respect to an associated Share) will be subject to the restrictions of this Agreement in the same manner and for so long as the associated Share remains subject to those restrictions, and will be forfeited if and when the associated Share is repurchased or will vest if and when the associated Share vests. If any Shares are repurchased pursuant to the Repurchase Option, then, on the date of such repurchase, Grantee will no longer have any rights as a stockholder with respect to such repurchased Shares or any interest therein.

6.       Investment Intent; Legends on Certificates.

(a)       Simultaneously with the execution hereof, the Grantee has executed and delivered to the Company a copy of the Investment Representation Statement in the form of Exhibit B hereto concerning the Grantee’s investment intent with respect to the Shares.

(b)       The Grantee acknowledges that the certificates evidencing the Shares will be endorsed with a legend, in addition to any other legends required by any other agreement to which the Shares are subject, substantially as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A UNANIMOUS SHAREHOLDERS AGREEMENT AMONG SPRUCE ENGINEERING & CONSTRUCTION INC. (THE “CORPORATION”) AND ITS SHAREHOLDERS AND SUCH SHARES ARE NOT TRANSFERABLE ON THE BOOKS OF THE CORPORATION EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENT, A COPY OF WHICH AGREEMENT IS ON RECORD WITH THE SECRETARY OF THE CORPORATION.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHER SUBJECT TO A RESTRICTED STOCK AWARD AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.”

(c)       The Grantee understands and agrees that neither the Company nor any agent of the Company will be under any obligation to recognize and transfer any of the Shares if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.

(d)       Grantee understands and agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and

that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

7.       Adjustment for Stock Splits and the Like. All references to the number of Shares will be appropriately and equitably adjusted to reflect any stock split, stock dividend or other change in the Company’s capitalization that may be made by the Company after the date of this Agreement.

8.       Tax Matters.

(a)       The Grantee has reviewed with the Grantee’s own tax advisors the tax consequences of the grant of the Shares and the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee (and not the Company) will be responsible for the Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

9.       General Provisions.

(a)       This Agreement will be construed and enforced in accordance with and governed by the laws of the Province of Alberta, without giving effect to the choice of law rules of any jurisdiction.

(b)       Any notice, demand or request required or permitted to be given pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally, one day after deposit with a recognized international delivery service (such as FedEx), or three days after deposit in the U.S. mail, first class, certified or registered, return receipt requested, with postage prepaid, in each case addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may designate by notifying the other in writing.

(c)       The rights and obligations of the Company and the Grantee hereunder will be binding upon, inure to the benefit of and be enforceable against their respective successors and assigns, legal representatives and heirs. In addition, the rights and obligations of the Company under Section 2 of this Agreement will be transferable to any one or more persons or entities as set forth therein.

(d)       Either party’s failure to enforce any provision or provisions of this Agreement, except for the exercise by the Company of its Repurchase Option, will not in any way be construed as a waiver of any such provision or provisions, nor prevent the party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and will not constitute a waiver of any party’s right to assert all other legal remedies available to it under the circumstances.

(e)       Grantee agrees, upon request, to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(f)       This Agreement is not employment or service contract, and nothing in this Agreement creates or will be deemed to create in any way whatsoever any obligation on the part of the Company to continue Grantee’s service.

(g)       This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. This Agreement may only be amended by a writing signed by both the Grantee and the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed this Restricted Stock Award Agreement as of the day and year first set forth above.

EXHIBIT A

VESTING

A.               One Hundred percent (100%) of the Shares shall be subject to the Company's Repurchase Option as of the Effective Date. The Shares subject to the Repurchase Option shall be released from the Company's Repurchase Option as follows: one-third of Shares subject to the Repurchase Option shall be released from the Company's Repurchase Option at each anniversary of the Effective Date (respectively).

B.       Accelerated Vesting. Notwithstanding the foregoing, vesting will be accelerated and the Shares will be released from the Repurchase Option upon the first to occur of the following events, subject to Grantee’s continued employment with the Company or a Related Entity through the date of such occurrence.

In the event that accelerated vesting occurs as described in B.2., B.3., or B.4. above, then Grantee acknowledges and agrees that he will not sell any of the Shares so vested for a period of ninety (90) days immediately following such vesting (or such longer period as may be agreed in a separate written agreement, if any, between the Company and Grantee).

C       Cessation of Vesting. To the extent vesting does not occur at the time of the termination of Grantee’s employment as described in B.2., B.3., or B.4. above, vesting will cease upon such termination.

D.       Definitions. As used herein, the following terms have the definitions provided below.

“Change in Control Transaction” means the occurrence of any of the following:

(i)       The acquisition by any Person of more than fifty percent (50%) of either (A) the value of then outstanding equity securities of the Company (the “Outstanding Company Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”) (the foregoing Beneficial Ownership hereinafter being referred to as a “Controlling Interest”); provided, however, that for purposes of this Exhibit A, the following acquisitions shall not constitute or result in a Change in Control: (v) any acquisition directly from the Company; (w) any acquisition by the Company; (x) any acquisition by any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Entity; or (z) any acquisition by any entity pursuant to a transaction that complies with clauses (A), (B), and (C) of subsection (iii) below; or

Exhibit A to Restricted Stock Award Agreement

(ii)       During any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)       Consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving the Company or any of its Related Entities, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or equity of another entity by the Company or any of its Related Entities (each a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the value of the then outstanding equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or comparable governing body of an entity that does not have such a board), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more of the value of the then outstanding equity securities of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the Board or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

Exhibit A to Restricted Stock Award Agreement

“Cause” means, unless otherwise provided in an employment agreement between the Company or a Related Entity and the Grantee, a determination by the Board (excluding Grantee for such purposes if Grantee is then a Board member) that the Grantee’s employment with the Company or a Related Entity should be terminated as a result of (i) any material breach by the Grantee of any agreement between the Grantee and the Company; (ii) the conviction of or plea of nolo contendere by the Grantee to a felony or a crime involving moral turpitude; (iii) any material misconduct or willful and deliberate non-performance (other than by reason of Disability) by the Grantee of the Grantee’s duties to the Company; (iv) the Grantee’s fraud, embezzlement, or act(s) of dishonesty relating to the Company or any Related Entity, or (v) the Grantee’s failure to follow the lawful instructions of the Company’s Chief Executive Officer (or the Board if Grantee is the Chief Executive Officer).

“Disability” means (i) Grantee’s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation, that results in Grantee being substantially unable to perform his duties as an employee of the Company or a Related Entity for six consecutive months (or for six months out of any nine month period); or (ii) a qualified independent physician mutually acceptable to the Company and Grantee determines that Grantee is incapacitated due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation, so as to be unable to regularly perform his duties as an employee of the Company or a Related Entity and such condition is expected to be of a permanent or near-permanent duration.

“Good Reason” means any of the following, occurring without Grantee’s written consent: (i) there is a material reduction of the level of Grantee’s compensation (excluding any bonuses) (except where there is a general reduction applicable to the similarly-situated employees generally), (ii) there is a material reduction in Grantee’s overall responsibilities or authority, or scope of duties; or (iii) there is a material change in the principal geographic location at which Grantee must perform his services (it being understood that the relocation of Grantee to a facility or a location within forty (40) miles of the Grantee’s principal workplace as of the Effective Date shall not be deemed material for purposes of this Agreement). No event shall be deemed to be “Good Reason” if the Company has cured the event (if susceptible to cure) within 30 days of receipt of written notice from Grantee specifying the event or events which, absent cure, would constitute “Good Reason.”

Exhibit A to Restricted Stock Award Agreement

In connection with the receipt of the above securities, the Grantee represents to the Company as follows.

1.       Grantee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the securities. Grantee acknowledges that the Company is issuing Grantee securities of Company’s own issue and that Gantee is becoming an employee and executive officer of the Company.

2.       Grantee understands that the securities have not been registered in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Grantee’s investment intent as expressed herein.

3.       Grantee further understands that the securities must be held indefinitely unless subsequently registered or unless an exemption from registration is available. Moreover, Grantee understands that the Company is under no obligation to register the securities. In addition, Grantee understands that the certificate evidencing the securities will be imprinted with a legend that prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

Exhibit 10.5

FORM OF

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), is effective as of October 4, 2021 (the “Effective Date”), between Spruce Engineering & Construction Inc., an Alberta corporation headquartered at 1 Grosvenor Boulevard, St. Albert, Alberta T8N0X1, hereinafter referred to as the “Company”), and Patrick Laurie (“Employee”).

RECITALS

WHEREAS, the Company is a duly organized Alberta corporation, with its principal place of business within the Province of Alberta, and is in the business of developing and marketing energy-efficient cooling and heating systems; and

WHEREAS, the Company desires Employee’s experience, skills, abilities, background and knowledge, and is willing to engage Employee’s services on the terms and conditions set forth in this Agreement; and

WHEREAS, Employee desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto agree to the terms and conditions of this Agreement as follows:

1. Employment for Term. The Company hereby agrees to employ Employee and Employee hereby accepts such employment with the Company. The term of this Agreement (the “Term”) will commence on the Effective Date and shall continue until the termination of Employee’s employment in accordance with the provisions of this Agreement. The termination of Employee’s employment under this Agreement shall end the Term but shall not terminate Employee’s or the Company’s other obligations that are intended to survive the termination of this Agreement (including without limitation, the payments under Sections 7 and 8 and Employee’s obligations under Section 9).

2. Position and Duties. During the Term, Employee shall serve as Chief Executive Officer (CEO) of the Company and perform such duties as are consistent with such positions. The Employee shall report to the Board of Directors of the Company. During the Term, Employee shall also hold such additional positions and titles as the Board of Directors of the Company may determine from time to time. During the Term, Employee shall devote as much time as is necessary to satisfactorily perform his duties as CEO of the Company.

3. Compensation.

(a) Base Salary. As soon as possible given the sufficiency of the Company's liquid cash flow, the Company will pay Employee a base salary of $81,484 per annum, payable on the Company’s regular pay cycle for professional employees (the “Base Salary”). Except as specifically otherwise provided herein, the Base Salary may be increased only by the Board. Until such time as the Company's liquid cash flow is sufficient to pay the Base Salary in full, Employee shall receive a lesser amount and the difference shall not accrue or be due and payable. Determination of sufficiency of liquid cash flow and amounts payable shall be at the sole discretion of the Company's board of directors and shall be applied equally to the compensation of all Company founders and key persons. Employee shall not be entitled to additional compensation for any additional or unusual time expended.

(b) Annual Review. The Base Salary shall be reviewed at the end of each fiscal year.

(c) Equity Compensation. In connection with the execution of this Agreement, the Company hereby agrees to grant, on or promptly after the Effective Date, 500,000 restricted shares of Company Class A Common Stock (the “Restricted Shares”). The Restricted Shares shall vest in accordance with the terms set forth in the Restricted Stock Award Agreement attached as Exhibit A hereto. Additional equity grants may be made annually during the Term in the amount approved by the Compensation Committee and commensurate with the performance level of the Employee.

4. Employee Benefits. During the Term, Employee shall be entitled to participate at the same level as other senior executive officers of the Company in any group insurance, hospitalization, medical, health and accident, disability, fringe benefit and tax-qualified retirement plans or programs of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof. For the term of this Agreement, Employee shall be entitled to paid time off at the rate of five (5) weeks per annum. In accordance with Company policy, unused paid time off may not be carried over from year to year.

5. Expenses. The Company shall reimburse Employee for actual, reasonable out-of-pocket expenses incurred by him in the performance of his services for the Company upon the receipt of appropriate documentation of such expenses which shall be submitted in such form, and with such supporting documentation, as called for or required by Company policy.

6. Termination.

(a) General. The Term shall end immediately upon Employee’s death. Employee’s employment may also be terminated by the Company with or without Cause or as a result of Employee’s Disability, as defined in Section 7 or by Employee with or without Good Reason (as such terms are defined below).

(b) Notice of Termination. Either party shall give written notice of termination to the other party.

(c) Notification of New Employer. In the event that Employee leaves the employ of the Company, Employee grants consent to notification by the Company to Employee’s new employer about his rights and obligations under this Agreement and the PIA (hereinafter defined).

7. Severance Benefits.

(a) Cause Defined. “Cause” means (i) willful malfeasance or willful misconduct by Employee in connection with his employment; (ii) Employee’s gross negligence in performing any of his duties under this Agreement; (iii) Employee’s conviction of, or entry of a plea of guilty to, or entry of a plea of nolo contendere with respect to, any crime other than a traffic violation or infraction which is a misdemeanor; (iv) Employee’s willful and deliberate violation of a Company policy, (v) Employee’s unintended but material breach of any written policy applicable to all employees adopted by the Company which is not cured to the reasonable satisfaction of the Board of Directors within thirty (30) days after notice thereof; (vi) the Employee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party as to which the Employee owes an obligation of nondisclosure as a result of the Employee’s relationship with the Company, (vii) the Employee’s willful and deliberate breach of his obligations under this Agreement, or (viii) any other material breach by Employee of any of his obligations in this Agreement which is not cured to the reasonable satisfaction of the Board of Directors within thirty (30) days after notice thereof.

(b) Disability Defined. “Disability” shall mean (i) Employee’s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation, that results in Employee being substantially unable to perform his duties hereunder for six consecutive months (or for six months out of any nine month period) or (ii) a qualified independent physician mutually acceptable to the Company and Employee determines that Employee is incapacitated due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation so as to be unable to regularly perform the duties of his position and such condition is expected to be of a permanent or near-permanent duration. Until such time as Employee is terminated for Disability under this paragraph (b), Employee shall continue to receive his Base Salary hereunder, provided that if the Company provides Employee with disability insurance coverage, payments of Employee’s Base Salary shall be reduced by the amount of any disability insurance payments received by Employee due to such coverage. The Company shall give Employee written notice of termination due to Disability which shall take effect sixty (60) days after the date it is sent to Employee unless Employee shall have returned to the performance of his duties hereunder during such sixty (60) day period (whereupon such notice shall become void). In the event that the Company terminates Employee’s employment as a result of his Disability, Employee shall be entitled to the same benefits as if his employment had been terminated by the Company without Cause.

(c) Good Reason Defined. For purposes of this Agreement, “Good Reason” shall mean, without Employee’s written consent: (i) there is a material reduction of the level of Employee’s compensation (excluding any bonuses) (except where there is a general reduction applicable to the management team generally, provided, however, that in no case may the Base Salary be reduced below the amount stated in Section 3(a)), (ii) there is a material reduction in Employee’s overall responsibilities or authority, or scope of duties (it being understood that the occurrence of a Change in Control shall not, by itself, necessarily constitute a reduction in Employee’s responsibilities or authority); or (iii) there is a material change in the principal geographic location at which Employee must perform his services (it being understood that the relocation of Employee to a facility or a location within forty (40) miles of the State Capitol Building in Denver, Colorado shall not be deemed material for purposes of this Agreement). No event shall be deemed to be “Good Reason” if the Company has cured the event (if susceptible to cure) within 30 days of receipt of written notice from Employee specifying the event or events which, absent cure, would constitute “Good Reason.”

(d) Accrued Compensation Defined. As used herein, “Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued by Employee through the date of termination of this Agreement but not paid as of such date, including (i) Base Salary, (ii) reimbursement for business expenses incurred by the Employee on behalf of the Company, pursuant to the Company’s expense reimbursement policy in effect at such time, (iii) any expense allowance pursuant to Company policy, (iv) accrued but unused vacation pay per Company policy, and (v) bonuses and incentive compensation earned and awarded prior to the date of termination. Accrued Compensation shall be paid on the first regular pay date after the date of termination (or earlier, if required by applicable law).

(e) Termination.

(i) Cause; Without Good Reason; Death. If the Company ends the Term for Cause, if Employee resigns as an employee of the Company for reasons other than an event of Good Reason, or the Employee dies while employed, then the Company shall pay to Employee the Accrued Compensation but shall have no obligation to pay Employee any amount, whether for salary, benefits, bonuses, or other compensation or expense reimbursements of any kind, accruing after the end of the Term, and such rights shall, except as otherwise required by law or pursuant to the applicable award agreement or plan, be forfeited immediately upon the end of the Term. For the sake of clarity, any stock options, restricted stock or other equity compensation shall, to the extent vested on the date of resignation without Good Reason, the date the Company ends the Term for Cause, or the date of Employee’s death, remain outstanding and exercisable to the extent provided in the applicable award agreement or plan, by the Employee or his personal representative or executor.

(ii) Without Cause; Disability; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause or because of Disability, or the Employee terminates his employment with Good Reason, he shall be entitled to the Accrued Compensation and, subject to Section 21 and 22 below, the following:

(A) A lump sum payment equal to twenty-five percent (25%) of his Base Salary in effect at the date of termination, less applicable withholding.

(B) In the event of a termination Without Cause or for Good Reason, Employee’s Restricted Shares will vest in accordance with the terms of the Restricted Stock Agreement.

(C) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.

Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period. Subject to the effectiveness of the release, the severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment.

8. Change in Control Payments. The provisions of this Section 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

(a) Equity. Upon the occurrence of a Change in Control, all stock options, restricted stock and other stock-based grants to Employee by the Company or that may be granted in the future shall, irrespective of any provisions of his award agreements, immediately and irrevocably vest and become exercisable and any restrictions thereon shall lapse. All stock options shall remain exercisable from the date of the Change in Control until the expiration of the term of such stock options.

(b) Definitions. For purposes of this Section 8, the following terms shall have the following meanings:

“Change in Control” shall mean any of the following:

(1) the acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (the “Acquiring Person”), other than the Company, or any of its Subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power or economic interests of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (excluding any issuance of securities by the Company in a transaction or series of transactions made principally for bona fide equity financing purposes); or

(2) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any issuance of securities by the Company in a transaction or series of transactions made principally for bona fide equity financing purposes) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or

(3) the sale or other disposition of all or substantially all of the assets of the Company in one transaction or series of related transactions.

9. Proprietary Information and Inventions Agreement. As a condition of Employee’s employment with the Company, Employee agrees to sign the Company’s standard form of Proprietary Information and Inventions Agreement (“PIA”).

10. Successors and Assigns.

(a) Employee. This Agreement is a personal contract, and the rights and interests that the Agreement accords to Employee may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him. All rights and benefits of Employee shall be for the sole personal benefit of Employee, and no other person shall acquire any right, title or interest under this Agreement by reason of any sale, assignment, transfer, claim or judgment or bankruptcy proceedings against Employee. Except as so provided, this Agreement shall inure to the benefit of and be binding upon Employee and his personal representatives, distributees and legatees.

(b) The Company. This Agreement shall be binding upon the Company and inure to the benefit of the Company and of its successors and assigns, including (but not limited to) any Company that may acquire all or substantially all of the Company’s assets or business or into or with which the Company may be consolidated or merged. 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.

11. Entire Agreement. This Agreement (together with the equity award agreements referred to herein) represents the entire agreement between the parties concerning Employee’s employment with the Company and supersedes all prior negotiations, discussions, understanding and agreements, whether written or oral, between Employee and the Company relating to the subject matter of this Agreement.

12. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by Employee and by a duly authorized officer of the Company. No waiver by any party to this Agreement or any breach by another party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

13. Notices. Any notice to be given under this Agreement shall be in writing and delivered personally or sent by overnight courier or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below, or to such other address of which such party subsequently may give notice in writing:

To the address specified in the payroll records of the Company.

Any notice delivered personally or by overnight courier shall be deemed given on the date delivered and any notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given on the date mailed.

14. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction or arbitrator acting pursuant to Section 19 below to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable shall not be affected, and each provision of this Agreement shall be validated and shall be enforced to the fullest extent permitted by law. If for any reason any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be too broad or to any extent invalid, such provision shall not be determined to be entirely null, void and of no effect; instead, it is the intention and desire of both the Company and Employee that, to the extent that the provision is or would be valid or enforceable under applicable law, any court of competent jurisdiction or arbitrator acting pursuant to Section 19 below shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and such other constraints or conditions (although not greater than those contained currently contained in this Agreement) as shall be valid and enforceable under the applicable law.

15. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

16. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience of reference, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

17. Withholding Taxes. All salary, benefits, reimbursements and any other payments to Employee under this Agreement shall be subject to all applicable payroll and withholding taxes and deductions required by any law, rule or regulation of and federal, state or local authority.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together constitute one and same instrument. The parties agree that facsimile signatures shall have the same force and effect as original signatures.

19. Applicable Law; Arbitration. The validity, interpretation and enforcement of this Agreement and any amendments or modifications hereto shall be governed by the laws of the Province of Alberta, as applied to a contract executed within and to be performed in Alberta, and it is acknowledged and agreed by the parties that this Agreement will be subject to and governed by the Alberta Employment Standards Code (the “Code”), and in the event of any conflict between the terms of this Agreement and the Code, the Code shall prevail. The parties agree that all disputes related to or arising out of Employee’s employment with the Company, including but not limited to disputes relating to the validity, interpretation, performance, breach, or enforcement of this Agreement and any amendments or modifications hereto shall be definitively resolved by binding arbitration in accordance with the Arbitration Act (Alberta). Each party shall choose one arbitrator and the two arbitrators shall choose a third arbitrator. All costs and fees related to such arbitration (and judicial enforcement proceedings, if any, but excluding Employee’s legal fees) shall be borne by the Company unless Employee’s claim is deemed to be frivolous by the arbitrators. The arbitrators, and not a court, will be authorized to determine whether the provisions of this Section apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The parties consent to the jurisdiction to the courts of the Province of Alberta to enforce any arbitration award rendered with respect thereto.  

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

EXHIBIT A

RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into as of September __, 2021 (the “Effective Date”), by and between Spruce Engineering & Construction Inc., an Alberta corporation (the “Company”), and Patrick Laurie (the “Grantee”).

WHEREAS, in connection with Grantee’s employment with the Company, the Company’s Board of Directors (the “Board”) has determined to issue five hundred thousand (500,000) shares of the Company’s Class A Common stock to Grantee, subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the Company and the Grantee agree as follows.

1.       Grant of Stock. The Company hereby agrees to issue to the Grantee five hundred thousand (500,000) shares of the Company’s common stock (the “Shares”). All of the Shares received by the Grantee from the Company pursuant to this Agreement are subject to the terms of this Agreement, including but not limited to an option by the Company to repurchase such Shares.

2.       Company’s Repurchase Option.

(a)       The termination of the Grantee’s employment with the Company or a Related Entity (as defined below) for any reason will be a “Triggering Event.” The Grantee’s employment will be deemed to have terminated either upon an actual termination of employment or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Employment will not be considered interrupted in the case of any approved leave of absence or a transfer between the Company and any Related Entity. An approved leave of absence for this purpose will include sick leave, military leave, or any other authorized personal leave, so long as the Company or Related Entity has a reasonable expectation that the Grantee will return to provide services for the Company or Related Entity, and provided further that the leave does not exceed six (6) months, unless the Grantee has a statutory or contractual right to re-employment following a longer leave. The term “Related Entity” means any “parent corporation” of the Company, and any “subsidiary corporation” of the Company, whether now or hereafter existing.

(b)       In the event that a Triggering Event occurs, the Company will have an option (the “Repurchase Option”) for a period of 90 days from the date of such event (as reasonably fixed and determined by the Company), to repurchase any of the Shares that are not vested pursuant to the vesting provisions set forth on Exhibit A hereto as of the date of such Triggering Event (such Shares, the “Unvested Shares”) for no additional consideration. In the event the Company elects to exercise the Repurchase Option, it will be exercised by the Company by written notice to the Grantee, which notice will specify the number of Shares and the time (not later than 30 days from the date of the Company’s notice) and place for the closing of the repurchase of the Shares. Upon delivery of such notice and payment of the purchase price (if any) in accordance with the terms hereof, the Company will become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company will have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

(c)       If, at any time during the two (2) years immediately following the Effective Date, the Company desires to have its common stock listed on a national securities exchange and the Board determines that the existence of this grant of Shares will prohibit or materially jeopardize, delay or limit such listing, then the Company may exercise the Repurchase Option as to any Unvested Shares, on the same terms and conditions as described in Section 2(b) above.

(d)       Whenever the Company has the right to repurchase Shares hereunder, the Board may designate and assign to one or more assignees the right to exercise all or part of the Company’s repurchase rights under this Agreement to purchase all or a part of such Shares.

3.       Release of Shares From Repurchase Option. In the event the Repurchase Option is triggered pursuant to a Triggering Event and the Company (or its assigns) fails to exercise the Company’s option for the repurchase of any or all of the Shares then, upon the expiration of the 90-day option period, any and all such Shares not repurchased by the Company will be released from the Repurchase Option. Upon the release of the Repurchase Option, any Unvested Shares will immediately vest.

4.       Restriction on Transfer. Except for a transfer to a “Permitted Transferee” (as defined below), none of the Unvested Shares or any beneficial interest therein will be transferred, pledged, hypothecated, encumbered or otherwise disposed of in any way. For purposes of this Agreement, “Permitted Transferee” will mean any of Grantee’s spouse, the lineal descendant(s) (natural or adopted) of Grantee’s parents, the spouse(s) of such descendants, or a trust for the sole benefit of such persons or any of them. All transferees of Shares or any interest therein (including Permitted Transferees) will receive and hold such Shares or interest subject to the provisions of this Agreement, and will agree in writing to take such Shares or interest therein subject to all the terms of this Agreement, including restrictions on further transfer. Any sale or transfer of the Company’s Shares will be void unless the provisions of this Agreement are met.

5.       Ownership Rights. Grantee, as beneficial owner of the Shares, will have full voting rights with respect to the Shares during and after the vesting period, except to the extent repurchased to the Repurchase Option. Grantee will be entitled to receive dividends with respect to Unvested Shares prior to the vesting of such Shares as follows: (a) any regular cash dividends paid with respect to an Unvested Share will be retained by the Company and will be paid to Grantee, without interest, within thirty (30) days after the associated Share vests as provided in this Agreement, and will be forfeited if and when the associated Share is repurchased, and (b) any property (other than cash) distributed with respect to an Unvested Share (including without limitation a distribution of stock by reason of a stock dividend, stock split, or otherwise, or a distribution of other securities with respect to an associated Share) will be subject to the restrictions of this Agreement in the same manner and for so long as the associated Share remains subject to those restrictions, and will be forfeited if and when the associated Share is repurchased or will vest if and when the associated Share vests. If any Shares are repurchased pursuant to the Repurchase Option, then, on the date of such repurchase, Grantee will no longer have any rights as a stockholder with respect to such repurchased Shares or any interest therein.

6.       Investment Intent; Legends on Certificates.

(a)       Simultaneously with the execution hereof, the Grantee has executed and delivered to the Company a copy of the Investment Representation Statement in the form of Exhibit B hereto concerning the Grantee’s investment intent with respect to the Shares.

(b)       The Grantee acknowledges that the certificates evidencing the Shares will be endorsed with a legend, in addition to any other legends required by any other agreement to which the Shares are subject, substantially as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A UNANIMOUS SHAREHOLDERS AGREEMENT AMONG SPRUCE ENGINEERING & CONSTRUCTION INC. (THE “CORPORATION”) AND ITS SHAREHOLDERS AND SUCH SHARES ARE NOT TRANSFERABLE ON THE BOOKS OF THE CORPORATION EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENT, A COPY OF WHICH AGREEMENT IS ON RECORD WITH THE SECRETARY OF THE CORPORATION.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHER SUBJECT TO A RESTRICTED STOCK AWARD AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.”

(c)       The Grantee understands and agrees that neither the Company nor any agent of the Company will be under any obligation to recognize and transfer any of the Shares if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.

(d)       Grantee understands and agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

7.       Adjustment for Stock Splits and the Like. All references to the number of Shares will be appropriately and equitably adjusted to reflect any stock split, stock dividend or other change in the Company’s capitalization that may be made by the Company after the date of this Agreement.

8.       Tax Matters.

(a)       The Grantee has reviewed with the Grantee’s own tax advisors the tax consequences of the grant of the Shares and the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee (and not the Company) will be responsible for the Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

9.       General Provisions.

(a)       This Agreement will be construed and enforced in accordance with and governed by the laws of the Province of Alberta, without giving effect to the choice of law rules of any jurisdiction.

(b)       Any notice, demand or request required or permitted to be given pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally, one day after deposit with a recognized international delivery service (such as FedEx), or three days after deposit in the U.S. mail, first class, certified or registered, return receipt requested, with postage prepaid, in each case addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may designate by notifying the other in writing.

(c)       The rights and obligations of the Company and the Grantee hereunder will be binding upon, inure to the benefit of and be enforceable against their respective successors and assigns, legal representatives and heirs. In addition, the rights and obligations of the Company under Section 2 of this Agreement will be transferable to any one or more persons or entities as set forth therein.

(d)       Either party’s failure to enforce any provision or provisions of this Agreement, except for the exercise by the Company of its Repurchase Option, will not in any way be construed as a waiver of any such provision or provisions, nor prevent the party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and will not constitute a waiver of any party’s right to assert all other legal remedies available to it under the circumstances.

(e)       Grantee agrees, upon request, to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(f)       This Agreement is not employment or service contract, and nothing in this Agreement creates or will be deemed to create in any way whatsoever any obligation on the part of the Company to continue Grantee’s service.

(g)       This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. This Agreement may only be amended by a writing signed by both the Grantee and the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed this Restricted Stock Award Agreement as of the day and year first set forth above.

EXHIBIT A

VESTING

A.               One Hundred percent (100%) of the Shares shall be subject to the Company's Repurchase Option as of the Effective Date. The Shares subject to the Repurchase Option shall be released from the Company's Repurchase Option as follows: one-third of Shares subject to the Repurchase Option shall be released from the Company's Repurchase Option at each anniversary of the Effective Date (respectively).

B.       Accelerated Vesting. Notwithstanding the foregoing, vesting will be accelerated and the Shares will be released from the Repurchase Option upon the first to occur of the following events, subject to Grantee’s continued employment with the Company or a Related Entity through the date of such occurrence.

In the event that accelerated vesting occurs as described in B.2., B.3., or B.4. above, then Grantee acknowledges and agrees that he will not sell any of the Shares so vested for a period of ninety (90) days immediately following such vesting (or such longer period as may be agreed in a separate written agreement, if any, between the Company and Grantee).

C       Cessation of Vesting. To the extent vesting does not occur at the time of the termination of Grantee’s employment as described in B.2., B.3., or B.4. above, vesting will cease upon such termination.

D.       Definitions. As used herein, the following terms have the definitions provided below.

“Change in Control Transaction” means the occurrence of any of the following:

(i)       The acquisition by any Person of more than fifty percent (50%) of either (A) the value of then outstanding equity securities of the Company (the “Outstanding Company Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”) (the foregoing Beneficial Ownership hereinafter being referred to as a “Controlling Interest”); provided, however, that for purposes of this Exhibit A, the following acquisitions shall not constitute or result in a Change in Control: (v) any acquisition directly from the Company; (w) any acquisition by the Company; (x) any acquisition by any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Entity; or (z) any acquisition by any entity pursuant to a transaction that complies with clauses (A), (B), and (C) of subsection (iii) below; or

Exhibit A to Restricted Stock Award Agreement

(ii)       During any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)       Consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving the Company or any of its Related Entities, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or equity of another entity by the Company or any of its Related Entities (each a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the value of the then outstanding equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or comparable governing body of an entity that does not have such a board), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more of the value of the then outstanding equity securities of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the Board or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

Exhibit A to Restricted Stock Award Agreement

“Cause” means, unless otherwise provided in an employment agreement between the Company or a Related Entity and the Grantee, a determination by the Board (excluding Grantee for such purposes if Grantee is then a Board member) that the Grantee’s employment with the Company or a Related Entity should be terminated as a result of (i) any material breach by the Grantee of any agreement between the Grantee and the Company; (ii) the conviction of or plea of nolo contendere by the Grantee to a felony or a crime involving moral turpitude; (iii) any material misconduct or willful and deliberate non-performance (other than by reason of Disability) by the Grantee of the Grantee’s duties to the Company; (iv) the Grantee’s fraud, embezzlement, or act(s) of dishonesty relating to the Company or any Related Entity, or (v) the Grantee’s failure to follow the lawful instructions of the Company’s Chief Executive Officer (or the Board if Grantee is the Chief Executive Officer).

“Disability” means (i) Grantee’s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation, that results in Grantee being substantially unable to perform his duties as an employee of the Company or a Related Entity for six consecutive months (or for six months out of any nine month period); or (ii) a qualified independent physician mutually acceptable to the Company and Grantee determines that Grantee is incapacitated due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation, so as to be unable to regularly perform his duties as an employee of the Company or a Related Entity and such condition is expected to be of a permanent or near-permanent duration.

“Good Reason” means any of the following, occurring without Grantee’s written consent: (i) there is a material reduction of the level of Grantee’s compensation (excluding any bonuses) (except where there is a general reduction applicable to the similarly-situated employees generally), (ii) there is a material reduction in Grantee’s overall responsibilities or authority, or scope of duties; or (iii) there is a material change in the principal geographic location at which Grantee must perform his services (it being understood that the relocation of Grantee to a facility or a location within forty (40) miles of the Grantee’s principal workplace as of the Effective Date shall not be deemed material for purposes of this Agreement). No event shall be deemed to be “Good Reason” if the Company has cured the event (if susceptible to cure) within 30 days of receipt of written notice from Grantee specifying the event or events which, absent cure, would constitute “Good Reason.”

Exhibit A to Restricted Stock Award Agreement

In connection with the receipt of the above securities, the Grantee represents to the Company as follows.

1.       Grantee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the securities. Grantee acknowledges that the Company is issuing Grantee securities of Company’s own issue and that Gantee is becoming an employee and executive officer of the Company.

2.       Grantee understands that the securities have not been registered in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Grantee’s investment intent as expressed herein.

3.       Grantee further understands that the securities must be held indefinitely unless subsequently registered or unless an exemption from registration is available. Moreover, Grantee understands that the Company is under no obligation to register the securities. In addition, Grantee understands that the certificate evidencing the securities will be imprinted with a legend that prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.