Municipal Hazardous Or Special Waste

July●, 2012

COMPANY NAME

Dear Sirs:

Re:Collaboration regarding Battery Collections and Publication and Dissemination of Data for Quebec Municipalities

Recitals:

1. Rechargeable Battery Recycling Corporation of Canada (“RBRCC”), which may carry on business under the trade name Call2Recycle collects used batteries throughout Canada for recycling.
2. RBRCC has entered into an agreement with RECYC-Québec to put in place a battery collection program in Québec (the “Program”).
3. “COMPANY” and together with RBRCC, the “Parties” and each a “Party”) is a diversified manufacturing company which also collects various materials for recycling and component recovery including batteries.
4. During the term of this Agreement, RBRCC wishes to expand its collection network to include COMPANY and refer to COMPANY as an affiliate, partner, agent or service provider or such other similar or analogous term of RBRCC on the terms and conditions set forth in this Agreement.

For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.Recitals Correct

The recitals referenced above are true and correct and form part of this Agreement.

2.Collection of Batteries

(a)COMPANY will continue to collect batteries from municipalities and existing collection siteswithin Québec, and will use its best efforts to increase the number of municipalities within it collects batteries from. Subject to section 2(c), RBRCC shall not collect batteries from any municipalities located in Québec.

(b)RBRCC will collect batteries from any other type of collection site within Québec other than municipalities with the exception of existing COMPANY collection sites.

(c)The parties agree to periodically review mutual collection sites in order to ensure the most efficient collection of batteries.

3.Use of Collected Battery Data

In exchange for the sum of $1.00 per year paid by RBRCC to COMPANY, for so long as this Agreementremains in place,RBRCC may include the details of any collection data in any reports it submits to RECYC-Québecpursuant to the Program or in any other report or document which may be made available to any other third party and reference such collection data as that of, through or with an affiliate, partner, agent or service provider or such other similar or analogous term of RBRCC. Furthermore, RBRCC may refer to COMPANY as an official collection affiliate in connection with the Program, and COMPANY may refer to itself as an official collection affiliate of RBRCC.

4.Battery Collection Fees

In addition to the Data Fee, during the term of this Agreement,RBRCC shall pay to COMPANY a specified price per pound/kilogram for the batteries which it collects in accordance with section 2(a) (the “Collection Fee”). From the Effective Date until June 30, 2013, the Collection Fee shall be $.35 PER KILO subject to a minimum volume/weight. The Collection Fee will be revisited by the Parties in good faith each year and such fees may be adjusted each year effective July 1 of such year for the 12 month period between July 1 up until June 30 of the following year. The adjustment, if any will be based on reviewing market conditions for the cost of transport (such as the CAA published information, etc.). It is expected that the annual increase will not exceed any increase in Canada’s Consumer Price Index for the 12 months prior to the date of such increase. However, the parties agree to review any extraordinary marketplace factors and to adjust in good faith the fee as necessary based on mutual consent.

5.Company Names and Logos/Ownership of Property

Each Party grants to the other Party a royalty free license to use such Party’s names and trademarks as may be required or desirable to give effect to the terms of this Agreement, provided that such license shall automatically be revoked upon the termination of this Agreement. Except as expressly provided for in this Agreement, no other rights of any kind are granted by one Party to the other, including without limitation no rights are interests are granted in any customer lists, confidential information, or no license or permit which may be held by either Party may be relied upon in any way whatsoever without the express written consent of the holder of such property, and/or the grantor of any such license or permit, as the case may be.

6.Non-Solicitation

For so long as this Agreement remains in place, neither Party will induce any person who is an employee, agent, salesperson, contractor, customer, supplier or dealer of the other Party and for a period of six months thereafter, to leave, to stop selling to, or stop buying from, the other Party or otherwise cease dealing with the other Party.

7.Other Services

Concurrently with the execution of this Agreement, RBRCC and COMPANY shall enter into a separate agreement, whereby RBRCC engages COMPANY for the sorting of batteries collected within the Province of Québec and may also include the sorting of batteries collected by RBRCC in other Provinces.

8.No Joint Venture/Partnership

Neither Party nor any agent or employee of either Party shall be regarded as an agent or employee of the other. Nothing herein shall be construed as providing to either Party the right to control the other in the conduct of its employees or business nor the authority to make any promise, guarantee, warranty or representation which will create any obligation or liability whatsoever, whether express or implied, on behalf of the other. RBRCC and COMPANY are not joint venturers or partners and any reference to any partnership between such Parties is expressly for the purposes provided for in this Agreement.

9.Non-Exclusive

The terms of this Agreement are non-exclusive and each Party may enter into similar agreements with other parties, provided that during the term of this Agreement: (i)COMPANY may not grant to any other person rights similar to what are granted in favour of RBRCC pursuant to section 3 of this Agreement; and (ii) COMPANY may not collect batteries within Québec except from municipalities or existing approved collection sites.

10.Termination

The term of this Agreement shall be five years commencing on July 15, 2012 (the “Effective Date”), thereafter it may be extended for further five year periods upon the mutual agreement of the Parties. Either party may terminate the agreement at any point in time by providing 180 days written notice. Notwithstanding the foregoing: (i) this Agreement will automatically terminate uponthe termination of RBRCC’s participation in the Program, (ii) RBRCC may terminate this Agreement at any time if: (A) COMPANY fails to comply with any applicable laws, regulations, ordinances or other governmental proclamations; (B) COMPANY is not in compliance with the Program or any of its requirements; or (iii) either Party may terminate this Agreement upon not less than 180 days prior written notice to the Party.

11.Indemnity

Each party will indemnify (the “Indemnifying Party”) and save harmless the other party and each of its officers, directors, employees, and agents (collectively, the “Indemnified Party”) from and against all actions, suits, claims, damages, fines, executions, and demands which may be brought against the Indemnified Party by reason of (i) any breach of this Agreement (ii) failure to comply with any applicable law by the Indemnifying Party, or (iii) any physical injury, death or damage to property which the Indemnified Party may suffer as a result of the Indemnifying Party, in each case, including but not limited to reasonable solicitor fees and any charges or fines imposed by any regulatory authority.

12.Entire Agreement

This Agreement constitutes the entire agreement between the Parties, and supersede all prior agreements, understandings, representations and warranties, negotiations and discussions, whether oral or written, and course of conduct and dealing between the Parties relating to the subject matter of this Agreement.

13.Further Assurances

Each of RBRCC and COMPANY shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the implementation of the Program.

14.English Language

The Parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, have been or shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.

15.Governing Law

This Agreementwill be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable in the Province of Québec.

Yours very truly,

Acknowledged and agreed to as of this ____day ofJuly, 2012.

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