DRAFT – NOT FOR EXECUTION – FOR INTERNAL REVIEW ONLY – DRAFT

NOT COMPLETED

CONFIDENTIAL

December ____, 2022

[INDIVIDUAL]

Managing Director

[COUNTERPARTY]

RE: Letter or Intent to Purchase Assets – Project [PROJECT NAME]

Dear [INDIVIDUAL]:

On behalf of [COMPANY], a Delaware C corporation registered as a public benefit corporation and maintains a B Corp certification (“[COMPANY]” or the “Buyer”), I am pleased to share this Letter of Intent (the “LOI”), the purpose of which is to set forth (i) our preliminary understanding in connection with [COMPANY]’ possible acquisition of substantially all of the assets, and certain specified liabilities, of the energy, mobility, sustainability and the Smart Grid consulting business (the “[COUNTERPARTY] Business”) of [COUNTERPARTY] (“[COUNTERPARTY]” or the “Seller”) and to set forth (ii) certain nonbinding understandings and certain binding agreements among Buyer and Seller with respect to such a transaction. The contemplated acquisition of the [COUNTERPARTY] Business by [COMPANY] is referred to herein as the “Proposed Transaction.” [COMPANY], as the Buyer, and [COUNTERPARTY] as the Seller, are referred to herein collectively as the “Parties” and reach individually as a “Party.”

Except with respect to, and as specifically set forth in Article II of this LOI (the “Binding Provisions”), the following provisions (Sections A and B immediately below) govern the interpretation of this LOI and each Party acknowledges the following:

Article I of this LOI (the “Non-Binding Provisions”) reflects our understanding of the matters described therein. Each Party acknowledges that the Non-Binding Provisions are not intended to create or constitute any legally binding obligation among the Buyer, the Seller and their respective stockholders and none of the foregoing shall have any liability to the other Parties with respect to the Non-Binding Provisions until and unless fully-integrated definitive transaction agreements (the “Definitive Agreements”) are executed and delivered by and among all Parties. If the Definitive Agreements are not prepared, authorized, executed or delivered for any reason, no Party to, or any party referenced in, this LOI shall have any liability to the other Parties based upon, arising from, or relating to the Non-binding Provisions; and

B. As soon as reasonably practicable after the execution of this LOI, the Parties shall commence to negotiate the Definitive Agreements relating to Buyer’s acquisition of the Assets pursuant to Exhibit B attached to this LOI, which, unless otherwise mutually agreed by the Parties in writing, shall be drafted by Buyer’s counsel. The Definitive Agreement would include the terms summarized in this LOI and such other representations, warranties, conditions, covenants, indemnities and other terms that are customary for transactions of this kind and are not inconsistent with this LOI. The Parties shall also commence to negotiate ancillary agreements which, unless otherwise mutually agreed by the Parties in writing, shall be drafted by Buyer’s counsel, and may including, among other agreements: (i) a bill of sale, and (ii) an assignment and assumption agreement. The Definitive Agreements shall include the terms summarized in this LOI and such other representations, warranties, conditions, covenants, indemnities, and other terms that are customary for transactions of this kind and are not inconsistent with this LOI, and then subject only to the conditions set forth therein.