AllocationSIDE AGREEMENT

Exhibit 10.1

Allocation SIDE AGREEMENT

This Allocation Side Agreement (“Agreement”) is made as of November 18, 2015, by and among Novas Energy USA, Inc. (“Novas USA”), Technovita Technologies Corporation (“Technovita”) and Novas Energy North America, LLC (the “JV Entity”).

WHEREAS, Novas USA and Technovita entered into a joint venture to Deploy the Vertical Technology in the United States and Canada, and in order to facilitate the joint venture, formed the JV Entity on June 5, 2015, and are the Members of the JV Entity;

WHEREAS, the JV Entity operating agreement was executed by Novas USA and Technovita on October 22, 2015, however, Technovita began operations on behalf of the JV Entity in August 2015 thereby accelerating capital contributions and incurring expenses for which NENA should be responsible;

WHEREAS, it was the understanding of Technovita and Novas USA that accelerated capital contributions would be applied to capital contribution obligations and that certain expenses incurred by Technovita on behalf of the JV Entity prior to October 22, 2015 would be paid by the JV Entity and the related revenue would be assigned to the JV Entity;

WHEREAS, the JV Entity Deployed the Vertical Technology in the month of August 2015 and began recognizing revenue for such Deployment in the month of September 2015; and

WHEREAS, Novas USA, Technovita, and the JV Entity desire allocate certain expenses and revenues associated with the JV Entity business to the JV Entity for a time period prior to the execution of the operating agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

[SIGNATURE PAGE FOLLOWS]

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