[DATE]

PERSONAL & CONFIDENTIAL

[COMPANY][ADDRESS]

Attention: [INDIVIDUAL], CEO

RE: Letter of Intent regarding [PROJECT] at [FACILITY]

Dear [INDIVIDUAL]:

The purpose of this letter of intent (the “LOI”) is to set forth certain non-binding understandings and certain binding agreements between [COMPANY], a California limited liability company (“[COMPANY]”), and [COMPANY], a California corporation, doing business as [COMPANY] (“[COMPANY]”), with respect to [COMPANY]’s development, financing and operation of a mobile [SYSTEM] (the “Facility”) located on a portion of that certain agricultural real property in the unincorporated area of the County of [COUNTY], State of [STATE] identified as [COUNTY] County Assessor’s Parcel No. [PARCEL NO.], and legally described in Exhibit A attached hereto (“Land”). The Land is owned by [INDIVIDUAL] and [INDIVIDUAL], Trustees of the [TRUST] (collectively “Owner”).

The Land is also improved with a milk cow dairy facility owned and operated by [COMPANY], a California sole proprietorship (“Dairy”) located at [ADDRESS]. Company A operates and manages an anaerobic bio-digester (“Digester”) on a portion of the Land that it subleases from the Dairy (“Premises”). [COMPANY] will design, engineer, build and construct the Facility and be installed within the Premises which will use the effluent flow from Company A’ Digester where a nutrient additive polymer will be added to the effluent flow to help capture and remove suspended volatile solids thereby further reducing greenhouse emissions (the “Project”). The Project will consist of two (2) main components: mixing tanks for flocculation and a microscreen for bulk solids removal, as more specifically described and identified in Exhibit B attached hereto (the “Project Description”). Any one or more transactions encompassing the foregoing Project development are collectively referred to herein as the “Proposed Transaction.” Company A and Company B 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:

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

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) an agreement between Company A and Company B granting to Company A an exclusive right to acquire all environmental attributes in connection with removal, limitation, reduction, avoidance, sequestration, destruction or mitigation of any greenhouse gas emissions by the Project (the “Environmental Attributes Ownership Agreement”); and(ii) a license agreement allowing Company B to tie-in to existing Company A’ Digester infrastructure to source effluent material from the digester and provide power to operate the Facility (“License Agreement”). Each of the above agreements may be referred to herein individually as a “Definitive Agreement” and collectively, as “Definitive Agreements”, as executed and delivered by the Parties, and then subject only to the conditions set forth therein.