REFERRAL AGREEMENT

THIS REFERRAL AGREEMENT, dated as of [DATE] (the “Agreement”), is entered into by and between Company Group, Inc., a Delaware corporation having its principal place of business at [ADDRESS] (“Company”), and Referrer AI Inc., a Delaware corporation having its principal place of business at [ADDRESS] (“Referrer”, and together with Company, the “Parties”, and each, a “Party”).

WHEREAS, Company is in the business of selling environmental commodities and environmental and sustainability advisory solutions. (the “Products”); and

WHEREAS, Company desires to engage Referrer to introduce to Company any potential sales leads for the Products (“Customers”), and Referrer desires to accept such engagement.

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

Engagement.

Company hereby engages Referrer, and Referrer hereby accepts such engagement, to act as Company's non-exclusive finder with respect to sales of the Products to Customers during the Term, solely in accordance with the terms and conditions of this Agreement. Company may in its sole discretion engage any other person or Company to sell the Products. [Company shall provide Referrer with pertinent sales and marketing literature, logos, branding, samples, and other materials which are necessary to enable Referrer to fulfill its obligations hereunder.]

Referrer shall introduce Company to Customers, and perform such other responsibilities as reasonably directed by Company, including forwarding sales literature and samples provided by Company, but shall not participate in any sales meetings or negotiations nor have authority to offer or sell the Products to any Customer.

Referrer makes no representation or warranty about the creditability or suitability of any Customers introduced to Company, and neither Company, nor any of its directors, officers, or shareholders, should in any way rely on Referrer to perform any due diligence with respect to the creditability or suitability of any Customer.

The prices, terms, and conditions under which Company offers or sells any Products shall be determined by Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Products. Nothing in this Agreement shall obligate Company to actually offer or sell any Products or consummate any transaction with any Customer. Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Products without any liability or obligation to pay compensation to Referrer under Section 2 or otherwise.