Form 8-K

8-K — CitroTech Inc.

Accession: 0001683168-26-002645

Filed: 2026-04-03

Period: 2026-03-31

CIK: 0000894556

SIC: 2800 (CHEMICALS & ALLIED PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — citro_8k.htm (Primary)

EX-10.1 — TRANSITION AGREEMENT, DATED APRIL 1, 2026 (citro_1001.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: citro_8k.htm · Sequence: 1

CitroTech Inc. 8-K

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0000894556

2026-03-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 31, 2026

CitroTech Inc.

(Exact name of registrant as specified in its charter)

Wyoming

001-42983

87-2765150

(State or other

jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6400 S. Fiddlers Green Cir., Suite 300

Greenwood Village, CO 80111

(Address of principal executive offices) (zip code)

(800) 401-4535

(Registrant’s telephone number, including

area code)

________________________________

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

CITR

NYSE American LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement

On April 1, 2026, CitroTech Inc. (the

“Company”) entered into a Transition Agreement (the “Transition Agreement”) with Stephen Conboy, pursuant to which

Mr. Conboy transitioned from his role as the Company’s Chief Technology Officer to an outside advisor to the Company’s Chief

Executive Officer. The Transition Agreement provides for a 90-day transition period beginning March 31, 2026 and ending June 30, 2026

(the “Transition Period”).

During the Transition Period, Mr. Conboy

will not participate in the Company’s internal management or day-to-day operations and will not have authority to bind the Company,

and he will assist with transitioning relationships and delivering information regarding inventions in development. In consideration of

Mr. Conboy’s compliance with the Transition Agreement, the Company will pay Mr. Conboy $10,000 per month during the Transition Period

and reimburse pre-approved out-of-pocket expenses. The Company will also advance up to $200,000 worth of specified products.

Following the Transition Period, the Transition

Agreement provides Mr. Conboy an exclusive right to sell specified Company products and systems within a defined geographic carve-out

area near North Lake Tahoe, South Lake Tahoe and Truckee, California, subject to minimum annual gross sales thresholds ($500,000 in 2026

and $2,000,000 in 2027 and thereafter) and the Company’s audit rights. The Transition Agreement further provides that, following

the Transition Period, Mr. Conboy may purchase specified products from the Company at preferred pricing.

The Transition Agreement also includes

certain equity-related provisions, including that upon the Company closing outside financing of at least $10,000,000, the Company may

elect to purchase, or register for resale, up to $1,000,000 of Mr. Conboy’s existing shares of Company common stock, and provides

limitations on Mr. Conboy’s post-transition share sales and ownership. In addition, beginning December 1 of the year the Company

exceeds $10,000,000 in gross revenue (and annually thereafter) until a $7,500,000 royalty is satisfied, the Company will deliver to Mr.

Conboy $1,500,000 worth of restricted common shares, subject to offsets for prior product advances and ownership limitations. The parties

also agreed to negotiate in good faith with an entity controlled by Mr. Conboy a post-transition affiliate agreement that contemplates

a commission on certain net sales within a defined territory.

The Transition Agreement includes a broad

release of claims by Mr. Conboy and contains confidentiality, non-disclosure, restrictive covenant, and non-disparagement provisions,

as well as provisions permitting suspension or cessation of compensation upon breach and specified remedies, including liquidated damages

in certain circumstances.

The foregoing description of the Transition

Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 to this

Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or

Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective March 31, 2026, Mr. Conboy resigned

from his position as the Company’s Chief Technology Officer (and any other positions he held with the Company or any of its affiliates),

in connection with the Transition Agreement described in Item 1.01 above.

Mr. Conboy’s resignation was not the result

of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

10.1†

Transition Agreement, dated April 1, 2026, by and between CitroTech Inc. and Stephen Conboy

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

† Certain

portions of this exhibit have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv). The registrant hereby agrees to furnish supplementally

an unredacted copy of the exhibit to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CitroTech Inc.

Date: April 3, 2026

By:

/s/ Wesley J. Bolsen

Name:

Title:

Wesley J. Bolsen

Chief Executive Officer

EX-10.1 — TRANSITION AGREEMENT, DATED APRIL 1, 2026

EX-10.1

Filename: citro_1001.htm · Sequence: 2

Exhibit 10.1

Certain identified information has been excluded

from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that

was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT

(this “Agreement”) is made and entered into on the 1st day of April 2026 (the “Signing Date”), by

and between Stephen Conboy, an individual resident of the State of California (“Consultant”) and CitroTech, Inc., a

Wyoming corporation (together with its affiliates, “Company”). Consultant and Company are hereinafter sometimes collectively

referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, Company and Consultant

entered into that certain Consulting Agreement dated March 1, 2025 (the “Consulting Agreement”);

WHEREAS, Consultant and Company

shall terminate the Consulting Agreement as of the Effective Date and desire to transition Consultant’s role with Company as set

forth herein;

WHEREAS, each Party is entering

into this Agreement to resolve all outstanding matters between the Parties and to confirm and establish the Parties’ obligations

and relationship in the future;

NOW, THEREFORE, for and in

consideration of the premises, mutual promises, covenants, conditions, obligations, agreements, warranties, representations and other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the

Parties hereto agree as follows.

AGREEMENTS

Transition; Transition Period. The Parties agree that Consultant will transition from his role as outside Chief Technology

Officer of the Company to a new role as an outside Advisor to the CEO of Company, and he shall resign from any and all employment, jobs,

positions, titles, offices, or any other capacities related to Company, including without limitation, positions as an officer, director,

shareholder, board member, or consultant as on March 31, 2026 (the “Transition Effective Date”). The Parties further

agree to a ninety (90) day transition period beginning on the Transition Effective Date and continuing until June 30, 2026 (the “Transition

Period”). In connection with the transition, Consultant shall sign all documents necessary to effectuate the transition. Notwithstanding

anything to the contrary herein, beginning on March 31, 2026, Consultant shall be responsible for personal expenses (including any car

loans or SBA loans) and Company shall use reasonable efforts to remove Consultant as a personal guarantor of any Company vehicles, as

applicable.

2. Role

Modification. Beginning on the first day of the Transition Period, the Parties agree that Consultant shall not: (i) be involved

in any of Company’s internal management or day-to-day operations; (ii) have the right to appoint any director(s); (iii) except

as authorized by the Company, contact any Company employees or independent contractors in any way; (iv) enter into any agreements on

Company’s behalf; or (v) make any statements on behalf of the Company (unless otherwise expressly set forth herein). The

Parties further agree that, beginning on the first day of the Transition Period, Consultant shall: (x) generate new leads for,

promote, and serve as an industry champion for Company and adoption of Company technology (provided that except as provided in the

Affiliate Agreement, Consultant shall facilitate introductions and provide any and all leads to Company and shall have no right to

any resulting customer relationship); (y) provide support and ideas related to new product development and R&D to Company and

Company personnel; and (z) transition any and all current and prospective commercial transactions and relationships directly to the

CEO.

Obligations During Transition Period. During the Transition Period, Consultant shall: (a) establish a process for, and complete

transition or hand-off of, all current and prospective customers, homeowners, and commercial transactions and relationships; and (b)

deliver to Company a description of each and every invention in any state of research or development. Consultant shall maintain

access and use of Company email address during the Transition Period, provided that, (i) Consultant shall not direct any employees

via email or other means; and (ii) Consultant shall not be included in any management discussions via email.

Benefits Post-Transition Period.

(a)

Preferred Seller. After the Transition Period, Consultant shall have the exclusive right to sell (i) CitroTech-31 and CitroTech-34

(the “Product(s)”), and (ii) CitroSafe Home Systems (the “Systems”), provided that the Products

and the Systems may only be sold within twenty-five (25) miles of North Lake Tahoe, California, South Lake Tahoe, California, and Truckee,

California (collectively, the “Carve-Out Area”). Consultant shall remain a preferred seller of Company so long as the

gross sales generated within the Territory meet or exceed five hundred thousand dollars ($500,000) in 2026, and two million dollars ($2,000,000)

in 2027 and each subsequent year (the “Sales Requirement”). Company shall have the right, in its sole discretion, to

audit Consultant’s books and records to verify sales within the Territory. So long as Consultant remains a preferred seller of Company’s

Products, Company grants Consultant the limited, exclusive, non-assignable, non-transferable, non-sublicenseable, right to use and operate

under the name, “Wildfire Pro Shop LLC.”

(b)

Preferred Pricing. After the Transition Period, Consultant may purchase the Products at [***]

dollars ($[***]) per finished/mixed gallon of Product upon thirty (30) days prior written notice to Company and full pre-payment (including

any tax and shipping costs related to shipment from Oceanside, California). Title and risk of loss for any Product contemplated under

this Section 4(b) shall transfer to Consultant when the Product is on the loading dock for carrier pick-up at the Company’s

facility at Oceanside, California.

Compensation. Subject to Consultant’s compliance with the terms of this Agreement, Consultant may be compensated as set

forth in this Section 5 (“Compensation”).

(a)

Transition Period Payments and Reimbursement. During the Transition Period, Company shall pay Consultant ten thousand dollars

($10,000) per month, paid at the end of each month. Company shall reimburse Consultant for any out-of-pocket expenses during the

Transition Period that are preapproved in writing by Company. For the avoidance of doubt, payments of ten thousand dollars ($10,000)

per month to Consultant shall be made on April 30, 2026, May 31, 2026 and June 30, 2026.

(b)

Royalty Advance and Offset. During the Transition Period, Company shall advance up to two hundred thousand dollars ($200,000)

worth of the Products at [***] dollars ($[***]) per finished/mixed gallon of Product (the “Royalty Advance”),

provided that, Consultant must pre-pay any tax and shipping costs related to Product shipment from Oceanside, California. After the

Transition Period, and in accordance with Section 4(b), above, Consultant shall receive the Products up to the full Royalty

Advance amount at [***] dollars ($[***]) per gallon, provided that Consultant shall pre-pay in full, including, without limitation,

any taxes and shipping costs. Title and risk of loss for any Product contemplated under this Section 5(b) shall transfer to

Consultant when the Product is on the loading dock for carrier pick-up at the Company’s facility at Oceanside, California.

(c)Stock

Compensation.

Stock Buy-Back. In connection with the Company closing outside financing of at least ten million dollars ($10,000,000) (the

“Financing”), within thirty (30) days of the Company closing the Financing, Company at its election may purchase from

or include in any registration statement, one million dollars ($1,000,000) of Consultant’s existing shares of common stock of the

Company. For the avoidance of doubt, Company may register up to one million dollars ($1,000,000) of Consultant’s existing shares

of common stock of the Company for resale in an offering contemplated it the preceding sentence.

ii.

Consultant Stock Sale. After the Transition Period, provided that Consultant’s ownership in Company remains below

ten percent (10%) of Company’s issued and outstanding common stock, Consultant may sell up to one thousand (1,000) shares of Company

common stock per trading day, subject to compliance with applicable law and SEC regulations.

iii.

Restricted Common Stock. Beginning on December 1st of the year that Company exceeds ten million dollars ($10,000,000) in

gross revenue, and continuing each year on December 1st thereafter until the seven million, five hundred thousand ($7,500,000) dollar

royalty (“Royalty”) is satisfied, Company shall deliver to Consultant one million, five hundred thousand dollars ($1,500,000)

worth of restricted common shares (the “Royalty Shares”). The dollar value of the issuance of the Royalty Shares shall

be reduced by the amount of any Royalty Advance or Products already received by Consultant pursuant to Section 7(b) above and subject

to compliance with applicable law and SEC regulations. Notwithstanding anything to the contrary herein, Company will only issue shares

up to the amount at which Consultant’s ownership is less than ten percent (10%) of Company’s issued and outstanding common

stock.

(d)

Affiliate Agreement. After the Transition Period, Company and the Consultant entity, Wildfire Pro Shop LLC, will, in good faith,

negotiate and enter into a mutually agreeable affiliate agreement (“Affiliate Agreement”). Such agreement

anticipates Consultant working with outside contractors (and no one inside the Company) to receive a five percent (5%) commission on

net sales revenue for Product sales within a territory as defined in the Affiliate Agreement as long as the Consultant abides by all

terms of the Affiliate Agreement.

Release. In exchange for the Compensation, Consultant hereby compromises, settles, releases and discharges Company and its

respective parents, affiliates, predecessors, servants, employees, members, agents, board members, officers, associates, partners, attorneys,

legal representatives, insurers, successors and assigns, any present and former agents, servants, employees, officers, members, board

members, associates, attorneys, legal representatives, and any parent, subsidiary, affiliated or related business entities, and their

insurers and sureties from any matter, accounts, notes, covenant, contracts, agreements, promises, liabilities, damages, losses, costs

and expenses whatsoever, known or unknown, accrued or unaccrued, suspected or unsuspected, in law or in equity, whether having arisen

or hereafter to arise against Company and its respective and parents, affiliates, predecessors, servants, employees, members, agents,

board members, officers, associates, partners, attorneys, legal representatives, insurers, successors and assigns, any present and former

agents, servants, employees, officers, members, board members, associates, attorneys, legal representatives, and any parent, subsidiary,

affiliated or related business entities, and their insurers and sureties or event occurring contemporaneously with or prior to the execution

of this Agreement, including but not limited to all claims arising out his employment, relationship, affiliation or association with Company

(including any role as an officer, director, board member, shareholder or consultant), and including Title VII of the Civil Rights Act

of 1964, the Age Discrimination in Employment Act, severance pay, bonuses, contractual obligations, unemployment pay or other unemployment

benefits, wage claims, sick leave, holiday pay, vacation pay, life insurance, group medical insurance or any other employment benefit

of Company or workers’ compensation or disability claims. Consultant expressly agrees and understands that this release provision

extends to any and all claims he may have on the basis of any employment contract, the employment and labor law of the State of California,

or discrimination on the basis of race, age, color, religion, sex, creed, national origin, disability, handicap, marital status, familial

status or any other reason, including without limitation those claims that he may have under Title VII of the Civil Rights Act of 1964

and the Age Discrimination in Employment Act.

Waiver. Consultant hereby agrees it is his intention in executing this instrument that the same shall be effective as a

bar to each and every claim, demand and cause of action against Company; and, in furtherance of this intention, Consultant hereby expressly

waives any and all rights and benefits conferred upon his by the provisions of any state or federal statute and expressly consents that

this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related

to unknown and unsuspected claims, demands and causes of action, if any, as those relating to any other claims, demands and causes of

action that could possibly be brought against Company. Consultant covenants not to sue or pursue in any agency or court of law any claims

against Company, including any and all claims related to this Agreement or Consultant’s past or current relationship, affiliation

or association with Company.

Payment Suspension. Company reserves the right to suspend Compensation payments (including without limitation, any issuance

of Company shares) if Consultant breaches the Agreement or otherwise fails to perform any of its obligations hereunder; provided, however,

that Consultant shall have a reasonable opportunity to cure such breach, as determined in Company’s sole discretion.

Termination; Liquidated Damages. Notwithstanding anything to the contrary herein, if Consultant breaches Section 3,

Section 4(a), Sections 10-14 and Section 25, the Company may immediately cease Compensation payments (including without

limitation, any issuance of Company shares) and/or terminate this Agreement without any opportunity to cure. The Parties acknowledge that

a breach by Consultant of any of the covenants contained in this Agreement, including, without limitation, the confidentiality, non-disparagement,

restrictive covenants and the covenant not to sue provisions, would cause the Company immediate and irreparable harm, the precise amount

of which would be difficult to calculate. Accordingly, the Parties agree that, in the event Consultant breaches any such provision, and/or

this Agreement is Terminated in accordance with this Section 9, Consultant shall pay the Company liquidated damages in the amount

of $1,000,000 for each breach, which the Parties agree represents a fair and reasonable estimate of the damages the Company would suffer

and is not a penalty. The Parties further agree that the Company’s election to seek liquidated damages under this Section shall

not preclude the Company from seeking injunctive or equitable relief, or any other remedies available at law or in equity, and that the

Company may pursue such relief concurrently with or in addition to a claim for liquidated damages. Consultant acknowledges and agrees

that this liquidated damages provision is a material term of this Agreement and a condition of the consideration provided by the Company.

10.

Confidentiality. The Parties agree to keep the terms of this Agreement confidential and not to disclose or discuss such

terms with any third party, including without limitation and in particular, other employees of Company, vendors, suppliers, investors,

contractors, business partners, clients and other third parties who do business with Company and the media; provided, however,

the Parties may discuss the terms of this Agreement with that Party’s spouse, accountant, tax preparer or attorney (collectively

referred to herein as the “Professionals”) or in response to a subpoena or an order from a governmental or regulatory

authority, or court of competent jurisdiction; provided, however, that if legally permissible, Consultant agrees to provide Company

with notice within one (1) day following receipt of a subpoena or an order from a governmental or regulatory authority, or court of competent

jurisdiction, so that Company may, if desired, seek to limit or quash disclosure, and Consultant agrees to support Company at its sole

expense in the effort to limit or quash disclosure. Notwithstanding the foregoing, the Parties retain the right to file this Agreement

in court, to the extent necessary to secure enforcement of the Agreement.

11.

Non-Disclosure. Consultant represents that he has held all of Company’s Confidential Information (as defined herein)

confidential and in trust and will continue to do so. Consultant further agrees that he shall not at any time divulge, communicate, use

to the detriment of Company, or for the benefit of Consultant or any other business, company, person, partnership, governmental agency,

corporation, or other entity, or otherwise misuse or disclose, any of Company’s Confidential Information. For purposes of this Agreement,

“Confidential Information” means all information of Company, including without limitation proprietary information,

financial information, operations, products, services, pricing, customer lists, customer contact information, marketing plans, business

policies and practices, or other technical, financial or strategic information.

12.

Restrictive Covenants.

(a)

Customer Non-Solicitation. During the Restricted Period, Consultant shall not directly or indirectly, in any capacity, induce

or attempt to induce, any customer and/or investor (regardless of whether Consultant initiates contact for such purpose) to: (i) cease

doing business with Company or any affiliate; (ii) do business with a Competing Business; or (iii) reduce, restrict or terminate its relationship

with the Company or any affiliate.

(b)

Consultant/Contractor Non-Solicitation and No-Hire. During the

Restricted Period, Consultant shall not directly or indirectly, in any capacity, induce, attempt to induce, solicit or hire any employee

or independent contractor of Company or an affiliate (regardless of whether Consultant initiates contact for such purposes) to: (i) work

or provide services to a person other than Company or an affiliate; or (ii) employ and/or establish an independent contractor relationship

with any person who is or was an employee or independent contractor of Company or an affiliate at any time during the Reference Period.

(c)

Agreement Not to Compete. Except for the sale of Products in the Carve-Out Area (and only for so long as the Sales Requirement

has been achieved), Consultant agrees that he will not, either directly or indirectly, (a) for himself, or (b) as a shareholder, owner,

partner joint venturer, promoter, consultant, manager, independent contractor, agent, or in some similar capacity, participate in a Competing

Business within the Territory during the Non-Competition Period.

Definitions for Section 12.

“Business”

means the (i) fire retardant, fire suppression, fire inhibition and fire dispersion business; (ii) installation of defense systems associated

with the fire retardant, fire suppression, fire inhibition and fire dispersion business; and (iii) products and services not described

in subsection (i) or (ii) relating to the fire retardant, fire suppression, fire inhibition and fire dispersion business.

“Competing Business”

means any person, concern or entity which is engaged in, and to the extent engaged in, a business that is wholly or partially the same

as the Business.

“Customer”

means a person or entity which sells to, and/or buys from, the Company.

“Non-Competition Period”

means indefinitely following the Transition Effective Date.

“Reference Period”

means the twelve (12) month period prior to and subsequent to the Transition Effective Date.

“Restricted Period” means five (5) years

following the Transition Effective Date.

“Territory”

means (i) the United States of America, (ii) Canada, and (iii) anywhere the Employer is or has conducted the Business within one (1) year

prior to the Transition Effective Date.

13.

Inventions.

(a)

Assignment of Inventions. Consultant agrees that Consultant will

promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns

to the Company, or its designee, all Consultant’s rights, title and interest throughout the world in and to any and all inventions,

original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable

under copyright or similar laws, which Consultant has or may solely or jointly conceive or develop or reduce to practice, or cause to

be conceived or developed or reduced to practice relating to the Business or adjacent technologies during the period of time in which

Consultant has been a consultant of, or otherwise associated, affiliated or involved with Company, including without limitation, any time

during which Consultant served as outside Chief Technology Officer (collectively referred to as “Inventions”). Consultant

further acknowledges that all Inventions, which are or were made by Consultant (solely or jointly with others) within the scope of and

during the period of Consultant’s relationship with the Company are “works made for hire” (to the greatest extent permitted

by applicable law) and are compensated by Consultant’s Compensation, unless regulated otherwise by the mandatory law of the State

of Wyoming.

(b)

Maintenance of Records. Consultant agrees to use best efforts to keep and maintain adequate and current written records

of all Inventions made by Consultant (solely or jointly with others) during the term of Consultant’s relationship with the Company.

The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, and any other format. The records

will be available to and remain the sole property of the Company at all times. Consultant agrees not to remove such records from the Company’s

place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the

Company for the purpose of furthering the Company’s business.

(c)

Previous Obligations. Consultant represents and warrants to the

Company that Consultant has no obligations to any third party that would interfere with or be infringed by the Company’s exclusive

ownership rights in and to the Inventions as described above.

(d)

No Challenge. Consultant agrees that he shall not, at any time in the future, directly or indirectly aid, assist or participate

in any action contesting or seeking to limit the validity, scope or enforceability of any of the Company’s intellectual property

in any court, review board or tribunal, or before any patent office or administration anywhere in the world, or knowingly disclose to

any third party or to the public, any document, record, prior art or other information that could have the effect of assisting in any

current or future action contesting the validity, scope or enforceability of any of the Company’s intellectual property. Consultant

expressly waives any and all invalidity and unenforceability claims or defenses that he may have in any future litigation, mediation,

arbitration or proceeding of any kind or nature relating to the Company’s intellectual property.

14.

Company Property.

(a)

Beginning on the Transition Effective Date, Consultant agrees not to: (i) make any physical copies of, or copy to any flash drive,

external hard drive, personal cloud drive or “app”, any confidential information or any financial, operational or other data

file of Company; (ii) alter, change or corrupt any information or any financial, operational or other data file of Company; or (iii) transmit

by email, link, electronic means, to an “app” or third party email address, any confidential information or any financial,

operational or other data file of Company.

(b)

Prior to the end of the Transition Period, Consultant agrees to return all Company property, including without limitation: files,

documents, customer and vendor contact information and telephone lists, keys, computer equipment, mobile telephone, passwords, materials,

equipment and tools. To the extent that Consultant has or has access to any of Company’s Confidential Information, Consultant agrees

to return it on or before the Transition Effective Date. By accepting the Compensation, Consultant represents and warrants that he has

complied with this Section 14, and this Agreement, and will continue to do so.

(c)

No rights or licenses to any of Company’s trade secrets, proprietary information, trademarks, copyrights, patents or other

intellectual property (collectively, the “Intellectual Property”) are implied or granted to Consultant, and Consultant

acknowledges and agrees that he has no right, title or interest in or to any of the Intellectual Property.

15.

No Admission. Each Party further acknowledges and agrees that neither the factof the execution of this Agreement or the

Compensation shall be construed, in any way, as an admission of liability by Company. Each Party further understands and agrees that

no fact pertaining to the making or consummation of this Agreement, nor the Agreement itself, shall be admissible in any proceeding

or cause of action (except in an action to enforce this Agreement) as an admission of any liability or responsibility by

Company.

16.

Merger Clause. This Agreement constitutes the entire agreement between the Parties, contains all of the final covenants, terms

and conditions agreed upon by the Parties with reference to the subject matter hereof, and this Agreement terminates, supersedes,

and replaces any and all prior arrangements, understandings, representations, promises, inducements, or other communications,

whether written or oral, between the Parties. No other agreements, oral or otherwise, shall be deemed to exist or to bind any of the

Parties hereto. Each Party acknowledges and represents that no oral understandings, statements, promises, or inducements contrary to

the terms of this Agreement exist. This Agreement can only be amended in writing signed by all of the Parties hereto.

17.

Right to Review. The Parties acknowledge that each has discussed this Agreement with his or its own attorney or had the

opportunity to discuss this Agreement with an attorney and chose not to do so. The Parties further state and represent that they

have each fully reviewed all of the terms of this Agreement and that each Party, by signing below, warrants and affirms that he or

it fully understands its terms. The Parties further acknowledge and represent that it is their respective desire, voluntarily and

without coercion or influence from any other person or entity, to enter into this Agreement, and the Parties accordingly each do so

in any and all capacities as his or its own respective free act and deed.

18.

Severability. If any provision of this Agreement or its application to any person or circumstance is held invalid, the invalidity

will not affect other provisions or applications of this Agreement that can be given effect without the invalid provision or application.

19.

Binding Agreement. Each Party agrees that this Agreement constitutes a valid, binding, and enforceable obligation of each

Party and that its terms are lawful and fair. Each Party further agrees that the statements, representations, agreements and covenants

contained herein are contractual in nature and not mere recitations of fact, and that the agreements and covenants set forth herein shall

be binding upon and shall inure to the benefit of the Parties, and their respective heirs, successors, assigns and personal representatives,

as the case may be.

20.

Authority to Sign. Each Party represents and warrants that each has the mental capacity, authority, partnership, or corporate

power to enter into and sign this Agreement and the agree to the transactions contemplated herein.

21.

Enforcement. This Agreement, any disputes which may arise in connection with the interpretation or enforcement of the Agreement,

and the rights and obligations of the Parties generally shall be governed by the laws of the State of Texas and without regard or reference

to its choice or conflict of law rules. All actions to enforce this Agreement shall be brought exclusively in state and federal courts

located in Houston, Harris County, Texas, and the Parties consent to the exclusive jurisdiction of the state or federal courts located

in Houston, Harris County, Texas for such purpose. If any party to this Agreement brings suit to enforce any right or obligation under

this Agreement, the prevailing Party shall be entitled to recover its expenses, including reasonable attorneys' fees, incurred in connection

with that action.

22.

Assignment. Neither this Agreement nor any rights under it is assignable or transferable to any other person or entity without

the written consent of all Parties hereto.

23.

Rules of Contract Construction. Each Party represents that this Agreement is the product of negotiations among the Parties.

All Parties acting through themselves or their attorneys have participated in the drafting of this Agreement. Therefore, no Party to this

Agreement shall be charged with having promulgated this Agreement or have this document construed for or against a Party under the rules

of contract construction. Headings are used herein only to assist the reader, and to the extent there are any conflicts between the Headings

and the substance of this Agreement, the substance of this Agreement shall govern.

24.

Counterparts. The Parties further agree that this Agreement may be executed in multiple counterparts, including by electronic

transmission and by email in portable document format, each of which shall constitute an original and all of which shall constitute one

and the same document.

25.

Non-Disparagement. In exchange for the Compensation, Consultant shall not make any false or disparaging statements, either

written or oral, about Company, its officers, employees, stockholders, directors, affiliates and the respective entities and property

of Company. Consultant further agrees not to make any complaints or reports to any governmental agencies, departments or offices

that are false about Company, its facilities and/or its agents and employees. Consultant acknowledges and agrees that any such false or

disparaging remarks or communications, of whatever nature to whomsoever communicated, may have a detrimental and deleterious effect on

Company. Consultant further agrees that there are no issues, reasons, causes, situations, sets of facts or circumstances concerning the

relationship between Consultant and Company or otherwise, in existence that would justify the dissemination and/or publication of disparaging

remarks. Consultant agrees that if Consultant should violate this contractual undertaking, it will be difficult, if not impossible for

Company to be adequately compensated by money and, therefore, upon sufficient proof of a breach, equitable remedies including injunctive

relief shall be appropriate.

26.

Notices. Any notice required or permitted to be given in connection with this Agreement shall be in writing and shall be

sufficiently given if delivered in person, by overnight courier or email to the addresses set forth on the signature page below. Any notice

delivered or transmitted to a Party as provided herein shall be deemed to have been given and received on the day it is delivered or transmitted,

provided that it is delivered or transmitted on a business day prior to 5:00 p.m. local time in the place of delivery or receipt. However,

if notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a business day then notice shall be deemed to have

been given and received on the next business day. Any Party may, from time to time, change its address by giving notice to the other Party

in accordance with the provisions of this Section 26.

27.

Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this

Agreement shall be effective against either Party unless such modification, amendment or waiver is approved in writing by each Party hereto.

The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions

and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE

FOLLOWS.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of

the Signing Date.

CONSULTANT:

/s/ Stephen

Conboy,

Steve

Conboy

Address:

[***]

Email: [***]

COMPANY:

CITROTECH, INC.

By: /s/ Wesley J. Bolsen

Name: Wesley J. Bolsen

Title: Chief Executive Officer

Email: wes.bolsen@citrotech.com

Address: 6400 S. Fiddlers Green Cir, Suite 300 Greenwood Village, CO 80111

[SIGNATURE PAGE TO CITR / CONBOY TRANSITION AGREEMENT]

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