Finder’s Fee Agreement

FINDER FEE AND BROKERAGE COMMISSION AGREEMENT

This Finder Fee and Brokerage Commission Agreement (“The Agreement”), is made on December 24, 2020 (“Agreement Date”) byand between Le Pont Co., Ltd (hereinafter referred to as the “Broker”), a company duly incorporated and existing under the laws ofJapan, located at 105 Laforet Akatsuka, 4-35-15 Akatsuka, Itabashi ku, Tokyo 175-0092 Japan, and ABC Corporation, (hereinafter referred to as the “Investor Seller”), a company duly incorporated and existing in Enter Name of State, USA, located at 123 XYZ MA, USA (Broker and Investor Seller, referred herein, individually a “Party” and collectively “Parties”). The parties agree to respect the integrity and tangible value of this Agreement between them. This Agreement shall become effective on the effective date as described in Section 23 below (“The Effective Date”).

Investor Seller intends to purchase Biomass Project ID and acquire land by renting, leasing or purchasing it for the purpose of constructing its own biomass power plant to produce electricity.

Broker will introduce Investor Seller to clients who have obtained such ID and have rented, leased or purchased such land.

Investor Seller will purchase Biomass Project ID and then invest in the project.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the adequacy and sufficiency of which is hereby acknowledge. The Broker and the Investor Seller hereto, intending to be legally bound hereby, agree as follows:

  1. ASSIGNMENT OF RIGHT: The Investor Seller hereby grants the exclusive right and privilege to the Broker to market its interest in Contemplated Transactions to the Japanese energy markets (Territory). The Broker shall market Investor’s interest in these Contemplated Transactions exclusively within the Territory only. The Broker hereby grants the exclusive right and privilege to the Investor Seller to execute these Contemplated Transactions with its potential Project Owners in the Territory. This exclusive right and privilege shall exist as a right of first refusal for Investor Seller within the Territory. Investor Seller shall notify Broker within thirty (30) business days from Broker’s official offer of Project Owner for Investor Seller’s consideration to execute a Contemplated Transaction with Project Owner. Such official notification from Broker of a Project Owner’s interest shall be in writing to Investor Seller.
  2. DUTY TO COOPERATE Investor Seller agrees to cooperate with Broker in providing any information pertaining to the Products reasonably requested and shall not prevent Broker’s participation and / or attendance at any closing or sale of business with Project Owner(s) introduced by the Broker. The Broker agrees to cooperate with Investor Seller in providing any information reasonably requested pertaining to the sale of Products to the Project Owner(s).
  3. TERM The term of this Agreement shall begin as of the date and year upon which the Seller commences the Purchase of Biomass Project ID from the Biomass Project ID seller referred by Broker, and shall continue in full force and effect for a period of Five (5) years starting from first shipment sold by Investor Seller.
  4. SERVICES Broker will introduce Investor Seller to clients who have obtained Biomass Project ID and have rented, leased or purchased land for the same. The Broker will have no further role once Project Owner and

Investor Seller have reached an agreement on their business terms and sign a Biomass Project ID purchase and sale agreement.

FINDER FEE AND BROKERAGE COMMISSION AGREEMENT

  1. INVESTMENT If and when the Investor Seller decides to invest with the Project Owner, the Broker shall be entitled to receive a 6% Finders’ Fee of the Gross Investment amount from the Investor Seller. If the Project Owner requires the Investor Seller to make their investment payment in phases, the Broker shall be entitled to receive a 6% Finders’ Fee of the Gross Investment amount made by the Investor Seller at each phase of the Investment. The Broker will invoice the Investor Seller its Finders’ Fee at the time such Investment(s) is made. The Finders’ Fee payment shall be paid no later than 8 working days after the Broker issues the Invoice to the Investor Seller. 
  2. COMPENSATION For the Products supplied by the Investor Seller under this Agreement, the Investor Seller shall pay to the Broker a brokerage commission against each sale (or supply) made by the Investor Seller for as (this period I will send by Fiverr). The brokerage commission shall be a flat fee of 6 US$ (6 US$) per metric ton of product sold (or supplied) by the Investor Seller to the Project Owner, regardless of the value of the resulting sales (or supplies) of Products by the Investor Seller.

The Brokerage Commission will remain fixed at Six US Dollars (6 US$) per metric ton supplied under this agreement for (this period I will send by fiverr ). The Investor Seller agrees to provide proof of the actual shipped quantity of product in metric tons within 3 working days after the shipment has left the shipping port in the USA. The broker will then invoice the Investor Seller its agreed commission based on the quantity shipped. All payments must be made in US currency and payable only to the broker’s designated bank account(s) mentioned in the invoice by the broker to the Investor Seller. Brokerage commission fee payments shall be paid no later than Seven ( 7) working days after the Broker issues the Invoice to the Investor Seller.

The broker is solely responsible for the payment of all personal and corporate taxes. The Investor Seller has no obligation, nor any right, to pay, deduct or withhold any amount owed to the broker in relation to taxes. It is important to highlight that Finders’ Fee and Brokerage Commission shall be understood as all commissions without any deductions except for the bank charges incurred to remit to the broker’s designated bank account(s).

The Broker will introduce the Project Owner to the Investor Seller to deal strictly in torrefied pellets, the Investor Seller is not to offer any other products to the Project Owner. Before offering any other products, the Investor Seller must first enter a new written NCND and a new brokerage commission agreement with the broker under mutually decided terms and agreements between the Investor Seller and broker.

  1. CONFIDENTIALITY The Parties shall keep strictly confidential the names and any other identifying information of any contacts introduced or revealed to the other party, and that their firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, contractors, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or participate in any transactions with any of the contacts without first entering into a written agreement with the Party who provided such contact, unless that Party gives prior written consent. Such confidentiality will include any names, addresses, email addresses, telephone, facsimile numbers, and / or other pertinent information disclosed or revealed to either Party.
  2. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which both Parties agree that they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document.
  3. NO PARTNERSHIP The Broker and its agents, employees and affiliates will perform their duties and obligations under this Agreement as independent contractors. Nothing contained in this Agreement will be construed as creating an employment, agency, partnership, joint owner, or joint venture relationship between the Parties.
  4. AMENDMENT This Agreement may not be altered or amended except in writing signed by the involved Parties, being the Investor Seller and the Broker.
  5. ENTIRE AGREEMENT This Agreement constitutes the final Agreement of the Parties. It is the complete and the exclusive expression of the Parties’ agreement with respect to the subject matter of this Agreement. All contemporaneous and communications, negotiations, and agreements between the Parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement.

The provisions of this Agreement may not be explained, supplemented or qualified by evidence of trade usage or a prior course of dealings. Neither Party was induced to enter into this Agreement by, and neither Party is relying on any statement, warranty, representation, or agreement of the other Party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement effectiveness.

  1. OFFICIAL DOMICILE For the purpose of this Agreement, the Parties agree to keep their registered offices as indicated in this Agreement. Any modification shall be notified to the other Party by letter with acknowledgement of receipt, in order to be valid.
  2. WAIVER Any waiver of any terms and conditions thereof must be in writing and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other terms and conditions hereof.
  3. LANGUAGE This Agreement is drafted in English. No word, figure or sign was crossed, invalidated, modified or added, either handwritten or by any means, between the printing and the signing of the original copies. This Agreement shall be deemed to have been negotiated and drafted by both Parties of equal bargaining position; its provision shall be interpreted in accordance with the plain meaning of the words used and shall not be construed strictly in favor of, or against, any Party.
  4. NOTICES All notices, consents and other communications required or permitted by this Agreement shall be in writing and shall be delivered either by internationally recognized courier service, or by email as follows:

If to the Broker:

Le Pont Co., Ltd

105 Laforet Akatsuka, 4-35-15 Akatsuka,

Itabashi-ku, Tokyo 175-0092, Japan

Attention: Mohammad Yousaf Jalil (President)

Email: info@le-pontjapan.com

If to the Investor Seller:

ABC Corporation

123 ABC XXX

MA 000000 USA

Attention: Mr ABC

Email:

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if by internationally recognized courier service. If sent by email, it shall be deemed to have been given once it appears in the outbox of the sender Party’s email box.

  1. WORD FORMS All terms and words used in this Agreement regardless of the number and gender in which they are used shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine or feminine or neuter as the context or sense of this Agreement or any paragraph or clause herein may require, the same as such words have been fully and properly written in the appropriate number and gender.
  2. SECTION HEADING The section headings in this Agreement have been inserted for convenience only. They are not part of this Agreement, and shall not be taken as an interpretation of any of its provisions.
  3. ATTORNEY FEES In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs. As for RER Biocarbon Corporation, any costs associated with travel, room and lodging, meals, and any other non-legal expenses associated with its participation in legal proceedings brought forward in the Tokyo District Court or any courts to which it otherwise be referred to by said Tokyo District Court as a result of a breach of this Agreement will be reimbursed in their entirety should RER Biocarbon Corporation prevail in such proceedings.
  4. ASSIGNMENT / BINDING EFFECT This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, provided, however, neither this Agreement nor any rights hereunder shall be assignable by either Party without the prior written consent of the other Party.
  5. GOVERNING LAW This agreement shall be construed and enforced in accordance with the laws of Japan, without regard to its conflicts of laws rules.
  6. VENUE & JURISDICTION The parties hereby irrevocably submit to the sole and exclusive venue and jurisdiction of the Tokyo District Court in Tokyo, Japan for any suit, action or proceeding arising out of or relating to this Agreement or any related transaction between the Parties. The Parties hereby irrevocably waive, the fullest extent permitted by law, any objection which may now or hereby be made to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
  7. DISPUTE RESOLUTION Each party acknowledges that a breach of this Agreement may cause the other party irreparable injury and damage and therefore may be enjoined through injunctive proceedings in addition to any other rights and remedies which may be available to such other party at law or in equity, and each party hereby consents to the jurisdiction of district courts located in Japan, with respect to any such action. The parties expressly waive their right to trial by jury in any such action.
  8. COUNTERPARTS This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
  9. EXECUTION DATE While both Parties are domiciled in different countries, this Agreement shall become effective from the date of its execution by both Parties by signatures and by corporate seals as shown and dated below. The Agreement will take effect on the date the last party signs the Agreement (“Execution Date”).

IN WITNESS WHEREOF, each Party represents and warrants that it has authority to enter into this Agreement and agree to enter into this Agreement in its entirety and lawfully makes the disclosures contemplated hereunder.

 

____________________ (Sign & Seal) ____________________ (Sign & Seal)

Mohammad Yousaf Jalil Mr ABC

President President & Director

Le Pont Co., Ltd XYZ Corporation

Tel: + 81 90 6070 8999 Tel +

Email: info@le-pontjapan.com Email:

Date: December 24, 2020 Date:

 

____________________ (Sign) ____________________ (Sign)

Toshio Hasegawa (Witness) Mr XYZ (Witness)

Consultant Corporate Secretary & Director

Le Pont Co., Ltd 123 Corporation

Tel: +81 80 4131 6656 Tel:

Email: hasegawa.toshio7@gmail.com Email:

Date: December 24, 2020 Date:

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