[DATE]

[INDIVIDUAL]

[COMPANY]

[CITY], [STATE]

RE: Non- Binding Letter of Intent for [PROJECT NAME]

Dear [INDIVIDUAL]:

The purpose of this letter of intent (the "LOI") is to (a) replace the letter of intent dated [DATE] between [COMPANY] ("[COMPANY]" ) and [COMPANY2], which set forth certain non-binding understandings and binding agreements between [COMPANY2], [COMPANY] regarding [COMPANY]'s, or an affiliate of [COMPANY]'s, ("[COMPANY2]") development, construction, financing and operation of a biogas and composting project with [COMPANY] to be co-located on the [COMPANY]'s Wastewater Treatment Plant ("WWTP") which is situated on [ADDRESS] in [CITY], [STATE] (the "Project”). [COMPANY] would provide land and feedstock (thickened Biosolids, food waste, and fats/oils/greases) to the Project. [COMPANY] would also purchase the electricity and accept the effluent from the Project and facilitate additional feedstock procurement, fertilizer sales to associated companies, and investigate debt instruments that could facilitate the Project. Any one or more transactions encompassing the development of the Project are collectively referred to herein as the "Proposed Transaction," and [COMPANY2], [COMPANY] may individually be referred to herein as a “Party” and together referred to as the “Parties”.

Except with regard to those provisions identified in Paragraph 8 as binding, the matters set forth in this LOI are preliminary in nature, do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction and are not intended to reflect a final agreement between the Parties; 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 [COMPANY2] and [COMPANY] for the construction and operation of the Project and consummation of the Proposed Transaction (the “Definitive Agreements”). The targeted date for the execution of the Definitive Agreements is [DATE]. No other legally binding obligations are created, implied or inferred herein unless or until the final and binding Definitive Agreements memorializing the Proposed Transaction are executed and delivered by the Parties.

1. Proposed Transaction. Subject to the satisfactory completion by [COMPANY2] of due diligence as contemplated in Paragraph 2 and the satisfaction of the conditions precedent set forth in this Paragraph 1, [COMPANY2] and [COMPANY] contemplate the negotiation and execution of Definitive Agreements, the provisions of which shall, among other terms and conditions, establish the following: