[DATE]

PERSONAL & CONFIDENTIAL

[COUNTERPARTY]

[ADDRESS]

[ADDRESS]

[ADDRESS]

c/o

Dear ________________:

The purpose of this letter of intent (the "LOI") is to set forth certain non-binding understandings and certain binding agreements between [COMPANY], an _____ limited liability company ("[COMPANY]"), and [COUNTERPARTY], a ______ limited liability company("[COUNTERPARTY]"), with respect to the sale and distribution [COMPANY]'s fuel ethanol as produced by [COMPANY]'s [LOCATION] cellulosic production facility currently under development (the “Facility”). Any one or more transactions encompassing the foregoing relationship between [COMPANY] and [COUNTERPARTY] with respect to the ethanol and the Facility are collectively referred to herein as the "Proposed Transaction." [COMPANY] and [COUNTERPARTY] are sometimes referred to herein collectively as the "Parties."

Except with respect to, and as specifically set forth in the Binding Provisions of this LOI, the Parties agree as follows:

(i) the matters set forth in this LOI and particularly those set forth below as Non-Binding Provisions are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and

(ii) neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements which the Parties anticipate will include, but may not be limited to an Ethanol Purchase and Sale Agreement whereby [COUNTERPARTY] shall on a non-exclusive basis purchase ethanol produced at the Facility (the "Offtake Agreement") for sale to third-party customers of [COUNTERPARTY]; and (ii) certain post-commercial operation services agreements for the supply of, among other materials, denaturant and/or natural gas (each a "Service Agreement") as may be mutually agreed upon by the Parties (each, a "Definitive Agreement" and collectively, the "Definitive Agreements"), as executed and delivered by the Parties, and then subject only to the conditions set forth therein.

Non-Binding Understandings

The following numbered paragraphs reflect the current understanding of the Parties regarding the matters described herein, but do not constitute a complete or definitive statement of, or a legally binding or enforceable agreement or commitment on the part of, either Party and do not impose on either Party any duty or obligation to conclude any such agreement or commitment.