Employment Agreement, dated as of March 2, 2023, by and between Zero Nox, Inc. and Robert Cruess

1.Position. The Company wishes to have you continue as its President.

2.Compensation and Employee Benefits. Your compensation for 2023 will be based on the following:

3.Stock Options. You will be granted an option to purchase 75000 shares of the Company’s common stock. The option will be subject to the terms and conditions applicable to options granted under the Company’s Stock Plan, as described in that plan and the applicable stock option agreement, which you will be required to sign. You will vest in 100% of the option shares on the 24-month anniversary of your vesting commencement date, as described in the applicable stock option agreement. The exercise price per share will be equal to the fair market value per share on the date the option is granted, as determined by the Company’s Board of Directors in good faith compliance with applicable guidance in order to avoid having the option be treated as deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended. There is no guarantee that the Internal Revenue Service will agree with this value. You should consult with your own tax advisor concerning the tax risks associated with accepting an option to purchase the Company’s common stock.

4.Proprietary Information and Invention Assignment Agreement. Like all Company employees, you are required, as a condition of your employment with the Company, to abide by the Company’s standard Proprietary Information and Invention Assignment Agreement which was previously signed.

5.Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s Chief Executive Officer.

6.Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

7.Entire Agreement. This letter supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter.