REFERRAL AGREEMENT

This REFERRAL AGREEMENT (“Agreement”), effective as of __________, 20__, (the “Effective Date”), is entered into by and between [COMPANY], Inc., a Delaware corporation, with its principal place of business at [ADDRESS] (“[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].

“Letter of Intent” means a non-binding agreement between [COMPANY] and a Seller for the purchase of Seller’s business by [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.

“Purchase and Agreement means a binding agreement (or set of agreements) between [COMPANY] and a Seller for the purchase of Seller’s business by [COMPANY].

“Seller” means the owner of a composting, soil products, waste handling, or other related business.

“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 (a) Sellers of their businesses to [COMPANY], and/or (b) Collaborators for [COMPANY] with respect to the Technology.

Obligations. Representative shall use reasonable commercial efforts to promote and refer potential Sellers and 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, Collaborators, or Sellers, (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, if requested by [COMPANY], until the closing of any financial transactions with [COMPANY].