MUTUAL REFERENCE AND COLLABORATION AGREEMENT

This Mutual Reference and Collaboration Agreement (the “Agreement”) is entered into and effective the ___ day of _________ [YEAR] (the “Effective Date”) by and between [COMPANY], a Delaware corporation, having its principal place of business at [ADDRESS] (hereinafter “[COMPANY]”) and [COMPANY], a Nevada corporation having its principal place of business at [ADDRESS], USA (hereinafter “[COMPANY]”), and each of [PARTY A] and [PARTY B] a “Party”and collectively the “Parties.”

RECITALS

WHEREAS, [PARTY A] is in the business of trading renewable energy credits, their global equivalents, carbon credits, and advising clients on environmental standards and compliance (“[PARTY A] Services”);

WHEREAS, [PARTY B] is in the business of developing and managing a carbon management platform and leveraging the data for solution based decisions on the part of third party clients; and

WHEREAS, each Party desires to engage the other Party as a “Referring Party” to introduce “sales leads” or potential customers (the “Customers”) of and for the [PARTY A] Services and the [PARTY B] Services (collectively, the “Services”), and each Party desires to accept such engagement.

NOW, THEREFORE, in consideration of the premises set forth above, which are hereby expressly made part of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

REFERRAL Engagement

Each of [PARTY A] and [PARTY B] hereby mutually engage each other to act as the other’s non-exclusive Referring Party with respect to the Services during the Term, solely in accordance with the terms and conditions of this Agreement. Each Party may in its sole discretion engage any other person or company to sell or perform any Services at any time.

As the Referring Party, each Party shall:

introduce to the other Party (the “Referral Recipient”) Customers and make commercially reasonable efforts to refer Customers to the other Party for Services; and

perform such other responsibilities as reasonably directed by the Referral Recipient, including forwarding sales literature and samples provided by the Referral Recipient,

but shall not participate in any sales meetings or negotiations, nor have authority to offer or sell Services to any referred Customers.