PRELIMINARY DRAFT

FOR DISCUSSION ONLY

[DATE]

CONFIDENTIAL

Re: Purchase of [PRODUCT] Manufacturing Facility

We appreciate the opportunity to present in this non-binding letter of intent (the “LOI”) whereby [COMPANY] (“[COMPANY]”) will 1) purchase certain equipment (the “Equipment”) to be used in the production of [COUNTERPARTY]’s (“[COUNTERPARTY]”) [PRODUCT] organic fertilizer or other fertilizer product based thereon (collectively, “[PRODUCT]”) at [COUNTERPARTY]’s facilities located in [ADDRESS], [STATE] (“[FACILITY]”), and [ADDRESS], [STATE] (“[FACILITY]”) (collectively, the “Facilities”), 2) market [PRODUCT] produced from the Facilities, both under the terms and conditions set forth below, the same of which shall be subject to being memorialize in or more definitive agreements negotiated and executed as between the Parties (the “Definitive Agreements”). In this LOI, [COMPANY] and [COUNTERPARTY] are sometimes collectively referred to as the “Parties,” and individually as “Party.”

Purchase of Equipment

The Equipment and corresponding estimate costs are listed in Exhibit A. The cost of the Equipment reflected in Exhibit A is a combination of good faith estimates and will be updated based on actual purchase orders. The Parties agree that the aggregate capital costs incurred hereunder by [COMPANY] for the Facilities shall not exceed [$AMOUNT] (the “Capital Cap”). Any costs or expenses in excess of the Capital Cap (the “Capital Cap Excess”) shall be the sole responsibility of [COUNTERPARTY] and [COUNTERPARTY] shall provide the requisite funding for the Capital Cap Excess and as necessary to ensure the Facilities attain commercial operation.

All operations, maintenance, and repair costs (the “O&M Costs”) related to the Facilities shall be the responsibility of [COUNTERPARTY] or a third-party company designated by [COUNTERPARTY] and approved by [COMPANY]. O&M Costs shall include all costs necessary to keep the Facilities operational, including normal maintenance, filter replacemnts, equipment repair and replacement, etc. [COUNTERPARTY] shall not encumber the Equipment and must keep the Equipment free and clear of any and all liens, claims or encumbrances other than as specifically approved by [COMPANY] provided however, said approval is not necessary for liens incurred by the operation of law and as a result of services or materialmen performing standard repair and maintenance.

[COUNTERPARTY] shall have the option to purchase one or both of the Facilities pursuant to a schedule to be mutually agreed upon by the Parties (each, a “Purchase Option”). The Purchase Option payment shall be calculated such that the internal rate of return (IRR) for [COMPANY] as of the respective date that [COUNTERPARTY] exercises a Purchase Option is equal to [PERCENT]. The IRR shall be calculated as follows: