Northstar Clean Technologies Inc. — Capital/Financing Update 2021

Apr 15, 2021

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Lafarge Canada 10511 15[th] Street SE Calgary, AB T2J 7H7

Attention:

Re: Empower Environmental Solutions Ltd. (“Empower”) and

Lafarge Canada Inc. (“Lafarge”) Off take agreement

We herby confirm our mutually agreeable, legally binding off-take agreement as herein described based upon our mutually executed non-binding Memorandum of Understanding and numerous subsequent discussions.

1. Empower represents and warrants that is has proprietary technology that extracts a certain grade of oil from asphalt shingles as well as aggregate and fiber, fiberglass strand (“constituent components”) (such oil is hereinafter referred to as “oil”).

2. Empower will be building and operating an asphalt shingle oil extraction facility in the municipality of Delta, British Columbia (“the Facility’).

3. Once Empower is producing saleable quantities of oil from the facility, Lafarge covenants that it will purchase all the oil produced by Empower from the facility for the price described in Schedule A” hereto.

4. On or before the first anniversary from when Lafarge receives delivery of its first commercial truck load of oil, the parties will agree on a new price per tonne of oil Lafarge will pay. If the parties cannot agree on a price, then Lafarge will no longer have an obligation to purchase oil form Empower and Empower will no longer have an obligation to sell to Lafarge.

5. Empower may choose to sell separately fiberglass strands and clean aggregate to Lafarge at a price Empower determines from time to time. Lafarge will have no obligation to purchase the offered fiberglass strands or the clean aggregate from Empower.

6. All products are provided F.O.B. the Facility and Lafarge will organize their tanker trucks to pick up oil every Tuesday and Friday morning. Lafarge will trick away from the facility all of the oil that has accumulated since its previous pick-up date.

7. Payment will be made by Lafarge by direct deposit into Empower’ s account within 30 days of delivery for the first two months of delivery and thereafter as close to 30 days as Lafarge can manage.

8. Payment will include the purchase price of any constituent components received by Lafarge plus federal goods and services and provincial tax and any other transaction tax that my come into effect in the future.

9. Empower will not sell any of its oil produced from the facility to any other party as long as this Agreement is in force

10. Empower will not license the use of its technology to any party located in British Columbia, Alberta, Saskatchewan or Manitoba (“the Western Provinces”) or license its technology to any third party who would be allowed to sell the oil to be used by a purchaser in these provinces

11. If the agreement is renewed as described in provision 4 herein then Empower and Lafarge will enter into a licensing agreement whereby Lafarge will own and operate two Empower facilities in Alberta. Such licensing agreement will contain terms and conditions mutually agreed to within 20 months of the date of this Agreement.

12. Lafarge will not sell or use the oil or other constituent components received form Empower’ s extraction process for asphalt road construction or resurfacing outside of the Western Provinces, provided however that Lafarge may sell outside of the Western Provinces a mixed product that incorporates the oil and meets a PG grade.

13. Lafarge will not sell or produce asphalt using the oil or use any of the oil in Lafarge’s road building or asphalt resurfacing work or collect shingles in the United States of America , the four Atlantic provinces of Canada, Ontario and Quebec save and except Lafarge may sell the oil IKO in Sumas Washington for IKO’s Internal use , not for resale.

14. When Empower is ready to focus on the Province of Ontario , Empower will inform Lafarge of its intention for the Province of Ontario and Lafarge will have four (4) months to enter into a mutually agreeable arrangement with Empower that will be based upon the Empower/Lafarge model used for the Province of British Columbia described herein PROVIDED HOWEVER, that Lafarge must have existing owned and operated facilities in Ontario similar to their asphalt plants and paving operations in the province of British Columbia.

15. Lafarge will not license third party asphalt companies concerning any aspect of the Empower oil extraction process or business and will not sell the oil to any third parties except as described in provision 14 herein.

16. This agreement is not assignable by Lafarge in whole or in part without the prior written consent of Empower. Empower may assign this Agreement to any company which controls Empower or any company controlled by Empower and to any purchaser of the business to which this Agreement relates.

17. All dollar amounts referred to in this agreement are in the lawful money of Canada.

18. Each of the parties confirm that damages at law maybe an inadequate remedy for a breach or threatened breach of this Agreement and agrees that in the event of a breach of any provision hereof the respective rights and obligations shall be enforceable by specific performance injunction or other equitable remedy.

19. Nothing herein shall be construed as creating a partnership, joint venture or association of any kind among Lafarge and Empower.

20. Notwithstanding anything herein to the contrary the parties hereto shall not be deemed in default with respect to the performance of any of the covenants, agreements, conditions, or provisos of this Agreement, if the failure to perform shall be due to any strike, lock-out, civil commotion, invasion, rebellion, hostilities, sabotage, governmental regulations or controls, acts of God, inability to obtain materials , services or financing or otherwise beyond the control of the parties.

21. Time shall be of the essence of this Agreement.

22. Should any part of this Agreement be declared or held invalid for any reason that invalidity shall not affect the validity of the remainder which shall continue in force and effect and be construed as if this Agreement had been executed without the invalid portion and it is hereby declared the intention of the hereto that that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held invalid.

23. This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia and the laws of the dominion of Canada applicable therein and will be treated in all respects as a British Columbia contract.

24. The provisions herein contained constitute the entire agreement between the parties hereto and supersede all previous communication, representations, expectations, understandings, and agreements whether verbal or written between the parties or their respective representatives with respect to the subject matter of this Agreement and shall not be modified or amended except by written agreement signed by the parties to be bound thereby.

25. This Agreement shall enure to the benefit of and be binding upon the parties hereto and respective successors and permitted assigns.

26. The parties executing this Agreement on behalf of Lafarge and Empower represent and warrant that they have been authorized by their respective company to enter into this Agreement and to bind their respective company to all provisions of this Agreement.

27. This Agreement may be executed by the parties hereto in as many counterparts as may be necessary and each such agreement so executed shall be deemed to be an original and, provided that all of the parties have executed a counterpart , such counterparts together shall constitute a valid and binding agreement, notwithstanding the date of execution shall be deemed to bear the date as set forth above.

Such executed copy may be transmitted by telecopied facsimile or other means of electronic transmission,

AGREED to this 5th day of February 2019 in the City of Delta, in the Province of British Columbia

EMPOWER ENVIRONMENTAL SOLUTIONS Ltd.

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Per _____

Gord Johnson President CEO Empower

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Lafarge Canada Inc. Agrees to the terms described in this Off-take Agreement. Dated at Edmonton, Alberta, this ______ day of February, 2019.

LAFARGE CANADA INC

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Matt Grimm P.eng

Director, Construction & Asphalt

Western Canada

SCHEDULE A

Purchase price for a tonne of oil is $300 exclusive of PST and GST