[ProjectCo Letterhead]

[Date]

[Name of Counterparty]

c/o

Dear ________________:

This letter of intent and the attached exhibits (collectively, the “Letter of Intent”) sets forth certain non-binding understandings and certain binding agreements between[ProjectCo], an [State] [Type of Entity] (“ProjectCo”), and [Name of Counterparty], a [State] [Type of Entity] (“[Name of Counterparty]” or the “Dairy”), with respect to ProjectCo's development, financing and operation of an anaerobic biogas facility (the “Facility”) on a portion of the [Name of Counterparty] Dairy property located in [Name of County], [State] (the “Project”), consisting of approximately [Number of Acres] acres, as more specifically described and identified in Exhibit A attached hereto (the “Project Site”). Any one or more transactions encompassing the foregoing Project development are collectively referred to herein as the “Proposed Transaction.” ProjectCo and [Name of Counterparty] are sometimes referred to herein collectively as the “Parties.”

Except with respect to, and as specifically set forth in Article II (the Binding Provisions) of this Letter of Intent, the Parties agree as follows:

the matters set forth in this Letter of Intent and particularly those set forth below in Article I (the Non-Binding Provisions) and the attached exhibits, which are incorporated by reference 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 option agreement granting to ProjectCo an exclusive right and option to enter into a lease agreement for the Project Site with [Name of Counterparty] (the “Option Agreement”), (ii) a real property lease for the lease by ProjectCo from [Name of Counterparty] of a certain portion of the [Name of Counterparty] Dairy (the “Lease Agreement”) (iii) a manure supply agreement whereby [Name of Counterparty] shall supply manure to the Facility to use as a feedstock for the generation of biogas (the “Manure Supply Agreement”) (iv) a fiber off-take agreement (the “Fiber Agreement”); and (v) a liquid effluent off-take agreement (the “Liquid Effluent Agreement”) (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 PROVISIONS AND TERMS

Term Sheets with Non-Binding Terms. To facilitate further negotiations and evaluation of the Project, this Letter of Intent sets forth the mutual understandings and intentions relating to the Proposed Transaction based upon the non-binding, indicative terms set forth in the attached exhibits, which are incorporated into, made a part of and subject to this Letter of Intent (collectively, the “Term Sheets” and each, a “Term Sheet”).