Addendum to Licence Agreement

1

Background and Scope

1.1

The Parties have decided to introduce a new structure in the cooperation defined in the Licence Agreement to the effect that DBT’s duties shall be to provide Microgy with the know-how regarding the Biogas Plant (as defined below), and Microgy’s duties shall be to construct, install and operate the Biogas Plant and all other duties not undertaken by DBT.

1.2

Consequently, DBT shall not supply material and equipment for the Biogas Plant to Microgy, cf. section 5 In the Licence Agreement, nor, except as provided in section 3.1.5, provide management consulting services after the Biogas Plant has been handed over to the customer, cf. section 13 of the Licence Agreement, nor hold an equity position in the legal entity that owns the constructed Biogas Plants, cf. section 7 of the Licence Agreement.

1.3

The provisions contained in this Addendum shall prevail over the provisions in the Licence Agreement, including (but not limited to) sections 4, 5, 7, 12, 13, 14, and 18 of the Licence Agreement. Section 6 in this Addendum shall prevail over section 23 in the Licence Agreement for the specific areas of limitations on liabilities which arise as a result of this Addendum. To the extent that this Addendum does not provide for modifications of the Licence Agreement, the Licence Agreement shall continue to apply fully between the Parties.

1.4

This addendum shall only apply to the Parties’ cooperation in respect of the Biogas Plants specified in Appendix 1 and as provided at Article 7 hereof.

2

Definitions

2.1

Terms not defined in this Addendum shall have the meanings defined in the Licence Agreement.

2.2

The following terms (that are not defined in the Licence Agreement) shall have the following meanings:

2.2.1

“Acceptance” shall mean the date on which the Biogas Plant is handed over to Microgy’s customer by Microgy.

2.2.2

“Biogas Plant” shall mean an anaerobic digester for the conversion of agricultural animal and organic industrial waste (fats and oils, proteins, etc.) (“substrate”) Into methane gas and an environmentally Improved waste effluent and if such facility is intended to produce electricity, “Biogas Plant” shall include an engine generator for the combustion of the resulting methane gas to generate electricity, employing DBT’s proprietary know-how defined in the Licence Agreement as the DBT System the DBT AD Unit and the DBT CHP Unit.

2.2.3

“Design Fee” shall have the meaning set forth In section 4.

2.2.4

“Licencing Fee” shall have the meaning set forth In section 5.

2.2.5

“Mechanical Completion” shall mean the date on which the Biogas Plant is completely constructed, installed and connected to the grid systems, except for minor items but before the Start-up Period.

2.2.6

“Process Control System” shall mean the process control system for the Biogas Plant (DBT AD UNIT).

2.2.7

“Start-up Period” shall mean the period beginning at Mechanical Completion and ending at Acceptance in which the Biogas Plant is beginning Its operation and production of electricity and running performance tests, etc.

2.2.8

“Total Costs” shall mean the total costs Incurred to construct each Biogas Plant, Including (but not limited to) the cost of (a) all wages and salaries paid by Microgy to Its permanent and temporary employees engaged In the construction of the Biogas Plant, and (b) payroll taxes and employee benefits actually paid in addition to (rather than as a deduction from) the amount set forth in (a) with the addition of (c) the cost relating to contractors, sub-contractors, materials and equipment and other suppliers. The Total Costs shall exclude Design Fee and Licencing Fee paid to DBT, Microgy’s development costs, and Microgy’s profit. The above-mentioned costs paid by Microgy and Microgy’s affiliated companies shall be included in the Total Costs.

3

Undertakings by the Parties

3.1

DBT shall, without additional fees or charges (except as specified in this section 3):

3.1.1

Provide the know-how regarding the Biogas Plant to Microgy in order for Microgy to construct, Install and operate each Biogas Plant hereunder.

3.1.2

Provide Microgy, within a reasonable time, design specifications and engineering and construction drawings according to Danish standards for each Biogas Plant and in connection with the preparation thereof, provide, within a week of Microgy’s request, at Microgy’s engineering offices In the United States, at least one (1) but no more than two (2) engineers to complete those drawings in consultation with Microgy’s engineer. The design specifications (which are initially agreed by the party) and engineering and construction drawings are made on the basis of information received from Microgy, and it is Microgy’s responsibility to ensure that the engineering and construction drawings are converted correctly from Danish standards into US standards and that they comply with applicable US regulations.

3.1.3

Provide Microgy with PID (Process and Instrument Diagramme) and description for the Process Control System according to Danish standard. It is Microgy’s responsibility to ensure that PID and descriptions are converted correctly from Danish standards into US standards and that they comply with applicable US regulations.

3.1.4

Have 1-2 engineers employed by DBT on site during construction and installation of each Biogas Plant to provide Microgy with technical advice. It is understood that the 1-2 engineers will cover all Biogas Plants listed In Appendix 1, consequently DBT Is not obligated to have 1-2 engineers available on each construction site. Microgy accepts the workingconditions as stipulated in the Danish Salaried Employees Act (funktlonaerloven) and inthe Danish Holiday Act (ferieloven) in respect of the 1-2 engineers as regards working hours, public holidays, vacation, etc. Travel costs, accommodation and subsistence expenses incurred by DBT in respect ofthe 1-2 engineers during their stationing inNorth America shall be shared equally between the Parties.

3.1.5

Cause George Aboagye Mathiesen or any other person with similar knowledge of DST’s know-how regarding the Biogas Plant to provide Microgy with consulting advice services on the operation of the Biogas Plant during the Start-up Period until Acceptance has been given and thereafter during the initial six (6) months ofoperations. Such consulting advice services shall primarily be rendered via telephone, e-mail, computer surveillance, etc. but will also toa reasonable extent Involve on-site consulting advice when called for. Travel costs, accommodation and subsistence expenses incurred by DBT in respect ofGeorge Aboagye Mathiesen or any other person with similar knowledge of DDT’s know-how during his stationing in North America shall be shared equally between the Parties.

3.1.6

Provide writt