LETTER OF INTENT

This Letter of Intent is entered into as of ____________________ __, [DATE] (“Effective Date”) by and between [COMPANY] (“[COMPANY]”), a _____________, with an address of _______________, and [COUNTERPARTY], a Delaware limited liability company, with an address of [ADDRESS] (“[COUNTERPARTY]”). [COUNTERPARTY] and [COMPANY] are jointly referred to as the “Parties”and individually as a “Party.”

RECITALS

[COMPANY] and [COUNTERPARTY] are participating in discussions concerning the purchase by [COUNTERPARTY] of biogas from [COMPANY] (the “Transaction”).

The Parties understand that additional negotiations, due diligence and evaluation of the Transaction will be required, and that neither Party will be bound to proceed with the Transaction unless and until definitive agreements are negotiated and executed. However, to facilitate further negotiations and evaluation, the Parties desire to set forth the basic proposed terms of the Transaction and their understandings with respect to the Transaction.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each party hereby acknowledges, the Parties agree as follows:

ARTICLE 1: OBJECTIVE

This Letter of Intent sets forth the Parties’ binding commitments and non-binding mutual understandings and intentions relating to the Transaction, based upon the non-binding indicative terms set forth on the Term Sheet attached hereto as Exhibit A (“Term Sheet”).

ARTICLE 2: NEGOTIATION PERIOD

[COMPANY] and [COUNTERPARTY] intend to negotiate in good faith for a period of one hundred twenty (120) days commencing on the Effective Date (“Negotiation Period”) regarding Biogas Purchase Agreement with respect to the Transaction.

ARTICLE 3: COOPERATION

During the Negotiation Period, the Parties shall cooperate with each other in good faith to share information and documentation with respect to the Transaction. This cooperation shall include [COMPANY] providing [COUNTERPARTY] with all information and access to all files, records and information within [COMPANY]’s control that relate to the Transaction.

ARTICLE 4: DURATION AND EFFECT OF THIS LETTER OF INTENT

Section 4.1. This Letter of Intent is intended as a statement of the Parties’ mutual intent and understanding as of the Effective Date to proceed with the negotiation of the terms of the Transaction and the Biogas Purchase Agreement (the “Definitive Agreement”) during the Negotiation Period.