REFERRAL AGREEMENT

This REFERRAL AGREEMENT (“Agreement”), effective as of __________, 20__, (the “Effective Date”), is entered into by and between [COMPANY], a [State] corporation, with its principal place of business at [Address], [City], [State] [ZIP] (“[COMPANY]”) and ______________________, a ___________________________, with an address at _____________________ (“Representative”). The parties hereby agree as follows:

DEFINITIONS

“Collaborators” means any third party that has executed a Project Development Agreement with [COMPANY].

“Plant” means a facility based on the Technology.

“Project Development Agreement” means an agreement between [COMPANY] and a third party to conduct feasibility studies and related preparatory work with respect to the potential construction and operation of a Plant.

“Project Operating Agreement” means an agreement (or set of agreements) between [COMPANY] and a third party relating to the permitting, project financing, energy-off take, construction and operation of a Plant as well as the establishment of a new special purpose entity to carry out those activities.

“Technology” means dry fermentation, composting and biomass gasification technologies owned by or licensed to [COMPANY].

REFERRALS

Appointment. Subject to all of the terms and conditions in this Agreement, [COMPANY] hereby appoints Representative, and Representative hereby agrees to act for [COMPANY], during the term of the Agreement as a non-exclusive representative to identify potential collaborators for [COMPANY] with respect to the Technology.

Obligations. Representative shall use reasonable commercial efforts to promote and refer potential collaborators (each, a “Prospect”) to [COMPANY], including performing the specific services on [COMPANY]’s behalf which are detailed in Exhibit C hereto (the “Services”). Without limiting the foregoing, as part of the Services, Representative shall (a) present and promote [COMPANY] whenever it meets with or otherwise presents to Prospects and Collaborators, (b) facilitate face-to-face meetings between [COMPANY] and Prospects, (c) upon request, arrange and attend demonstrations or introductory meetings between [COMPANY] and Prospects, and (d) continue facilitating [COMPANY]’s relationships with Prospects until execution of the Project Development Agreement and, if requested by [COMPANY], until construction of the Plant contemplated by such agreement.

Lead Form. Representative shall identify each bona fide Prospect to [COMPANY] using a separate lead form attached as Exhibit B (“Lead Form”). All Lead Forms shall be subject to acceptance by [COMPANY], in its sole discretion. Upon execution of a Project Development Agreement with respect to one or more Plants by [COMPANY] and a Prospect identified in a Lead Form generated by Representative, such Prospect shall become a Collaborator for purposes of any Referral Fees payable under Section 3.2; provided, however, that such Project Development Agreement is executed by the parties thereto within six (6) months after Representative’s submission of the applicable Lead Form. For clarity, Lead Forms will automatically expire and be of no further effect (including for purposes of any payments under Section 3.2) six (6) months after their date of submission to [COMPANY] if no Project Development Agreement has been fully executed with the Prospect identified therein. In the event that two or more authorized representatives of [COMPANY], for any reason whatsoever, claim a Referral Fee on the same referral, [COMPANY] reserves the right to award the Referral Fee to one of the representatives or to divide the Referral Fee among the representatives in such proportions as [COMPANY] shall determine to be equitable, and its decision to do so and the manner in which it does shall be final and binding on all parties involved. In no case will the total amount of Referral Fees paid with regard to any such referral exceed the maximum amount set forth in the applicable Referral Fee schedule.