0001477932-13-000885 Sample Contracts

February 19, 2013
Hpev, Inc. • February 26th, 2013 • Services-educational services

In exchange for the Board of Director’s action to re-price the options listed in the Incentive Compensation Plan for President in my employment agreement dated April, 2, 2012, as listed below, I am executing this letter to confer to you and only you, all voting rights for any shares of HPEV, Inc. (the “Company”) that I own personally, or through any entity controlled by me, and the shares underlying any options that I own in the Company for the purposes of voting on any shareholder issues.

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