[Effective Date]

Entity Name:

Address:

Email:

Re: Referral Fee Agreement- Agreement #

Dear [Party Name],

As consideration for assisting [COMPANY] (“Company”) with establishing a business relationship with the Client identified below, Company agrees to pay [Entity Name] a fee in the amount of $[ ] of the revenue per renewable energy certificate sold by Company to the Client under the Agreement referenced (the “Referral Fee”).

Client's Name: [Entity Name]

Client's Email Contact:

The Referral Fee will only apply to renewable energy certificates sold to the Client by Company under the [COMPANY] Purchase and Sale Agreement Number [Agreement Number], and will total $[ ]. Company is only obligated to pay the Referral Fee when 1) Company receives full payment as a result of the agreement entered into by Client and Company; and 2) Company receives an invoice from [Entity Name]. Company agrees to pay [Entity Name] within thirty (30) days of 1) Company receiving payment from the Client for the renewable energy certificates; and 2) Company receiving an invoice from [Entity Name]. In the event that Company has to issue a full or partial refund to Client, Company reserves the right to a refund of any and all monies paid to [Entity Name] commensurate with what has been refunded to the Client, which shall be paid to Company within thirty (30) days [Entity Name] receiving an invoice from Company.

All disputes relating to this agreement will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, governed by the laws of the State of California without regard to principles of conflicts of laws and, any such arbitration will take place in the State of California.

This agreement may not be amended except in writing signed by both parties. This agreement constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all prior communications between the parties with respect to such subject matter.

ANY LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT ACTUAL DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES AND DAMAGES AT LAW OR IN EQUITY ARE WAIVED AND NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, INCLUDING LOST PROFITS.

Upon the execution of this agreement by [Entity Name] and Company, the parties the parties understand, have the authority, and agree to be bound by the above terms and conditions.