Exhibit 10.16
CONSULTING AND RIGHT
OF FIRST REFUSAL AGREEMENT
THIS CONSULTING AND RIGHT OF FIRST
REFUSAL AGREEMENT (“Agreement”), entered into and
effective on this 20th day of February, 2007, is by and between
Global Green Solutions Inc., a Nevada corporation (the
“Corporation”), and David Kahn (the
“Consultant”).
WHEREAS, the Corporation,
Greensteam Acquisition Corporation Inc., a Delaware corporation and
wholly owned subsidiary of the Corporation (“Sub”),
Greensteam Development Inc., a Delaware corporation
(“Greensteam”), the Greensteam shareholders identified
as such on the signature page thereto (the “Greensteam
Shareholders”), and Raymond T. Pirraglia, as the initial
Representative, have entered into an Agreement and Plan of Merger
(the “Merger Agreement”) dated as of February 20, 2007;
and
WHEREAS, the Consultant and the
Corporation are required to enter into this Agreement as a
condition precedent to closing the transactions contemplated by the
Merger Agreement;
NOW, THEREFORE, in consideration
of the foregoing, the Corporation and the Consultant hereby agree
as follows:
W I T N E S S E T
H:
Capitalized terms used herein and
not otherwise defined herein shall have the meanings ascribed
thereto in the Merger Agreement.
1.
Consulting Term . The Corporation hereby engages the
Consultant for a term commencing on the date hereof and, subject to
earlier termination as provided in Section 5 hereof, ending on the
earlier to occur of (x) the commercial operation of the 10
th steam generating unit by the Venture and/or its
Affiliates, combined, and (y) the second anniversary of the
execution of the Supply Agreement (such term being herein referred
to as the “Consulting Term”). The Consultant agrees to
accept such engagement and to perform the services specified
herein, all upon the terms and conditions hereinafter stated.
2.
Duties . The Consultant agrees to provide consulting
services, as reasonably requested from time to time by the
Corporation, to help the Corporation to negotiate and secure the
Supply Contract, to facilitate relationships with a major oil
company and subcontracts with biomass and equipment suppliers.
3.
Extent of Service . Consultant services shall be utilized as
is reasonably necessary to advance the terms of the Supply contract
and the commercial success of the Venture. Sub shall endeavor to
provide maximum notice of support requirements to Consultant. Other
than at his discretion, Consultant shall in no event be required to
devote more than 10hours per month and no more than 180 hours in
total of his business time and attention to the business of the
Corporation.
4.
Compensation . During the term of this Agreement, the
Corporation shall pay or reimburse the Consultant, upon submission
of an appropriate statement by him documenting such expenses as
required by the Internal Revenue Code, for all out-of-pocket
expenses for entertainment, travel, meals, hotel accommodations and
the like incurred by him in the interest of the business of the
Corporation; provided, however, that all such expenses must be
approved in advance by the Corporation in order for the Corporation
to be obligated for their payment or reimbursement. The Consultant
shall not be entitled to any salary, wages or similar compensation
hereunder.
5.
Termination .
(a)
Death . If the Consultant dies during the term of this
Agreement and while engaged by the Corporation, this Agreement
shall automatically terminate and the Corporation shall have no
further obligation to the Consultant or his estate, except that the
Corporation shall pay the Consultant’s estate all of the
Consultant’s expenses incurred through the end of the month
in which the Consultant’s death occurred.
(b)
Disability . If during the term of this Agreement the
Corporation determines
