[DATE]

[INDIVIDUAL]

District Administrator

[COUNTERPARTY]

[ADDRESS]

[ADDRESS]

RE: Non-Binding Letter of Intent for Anaerobic Digestion and Composting Project

Dear [INDIVIDUAL]:

The purpose of this non-binding Letter of Intent (the "LOI") is to outline a possible relationship between [COUNTERPARTY] and [COMPANY] for the development, construction, financing and operation of a processing facility for (i) the conversion of certain organic waste products into biogas, suitable for the generation of electricity and waste heat via a combined heat and power engine; (ii) the treatment of residuals and filtrate for purposes of making them suitable for market and discharge respectively; and (iii) the possible creation of other marketable products by way of appropriate composting technology (collectively, the “Project” or the “Facility”). The Project shall be located adjacent to the [COUNTERPARTY]’s Wastewater Treatment Plant (“WWTP”) on [ADDRESS] (the “Project Site”). Any one or more transactions encompassing the development of the Project are collectively referred to herein as the “Proposed Transaction.” [COMPANY] and [COUNTERPARTY] may individually be referred to herein as a “Party” and together referred to as the “Parties”.

Except with respect to this paragraph, and those certain sections of this LOI specifically identified as binding in Section 8 (the “Binding Provisions”), the Parties agree as follows:

the matters set forth in this LOI are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction. Rather, this LOI serves as the conceptual framework for proceeding with: (a) further discussions and due diligence pertaining to the Project; and (b) the drafting of final and definitive agreements between the Parties for the construction and operation of the Project and consummation of the Proposed Transaction; and

neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements which the Parties anticipate may include, but not be limited to, (i) a sole purpose real property lease for the lease by [COMPANY], or a subsidiary thereof, from [COUNTERPARTY] of that certain real property mutually agreed upon by the parties to constitute the Project Site (the “Lease Agreement”) (ii) one or more waste supply agreements whereby [COUNTERPARTY] shall supply certain waste materials (i.e. thickened bio-solids, food waste, fats/oils/greases, animal manure, and yard waste) to the Facility to use as feedstock for the generation of biogas and other co-products (the “Waste Supply Agreement”) (iii) a liquid effluent off-take agreement whereby [COUNTERPARTY] would accept effluent meeting requisite specifications from the Facility (the “Liquid Effluent Agreement”); (iv) an operations and maintenance agreement for certain services determined as necessary to operate and maintain the Project and certain facilities on the Project Site (the “O & M Agreement”); and (v) a power purchase agreement whereby [COUNTERPARTY] would accept power generated by the Facility (the “PPA”); as executed and delivered by the Parties, and then subject only to the conditions set forth therein. Each of items (i) through (v) may be referred to in this LOI as a “Definitive Agreement” and, collectively, the “Definitive Agreements”).