August ___, 20____

Re: Letter of Intent to form NewCo, make contributions thereto and operate the same for profit

Dear _________________:

This letter of intent (this “LOI”), together with the proposed organizational chart and term sheet (the “Term Sheet”) attached hereto as Exhibit A and Exhibit B, sets forth certain nonbinding understandings and certain binding agreements between _________ Inc., a Delaware corporation (“Co #1”), and Co #2, LLC, a Delaware limited liability company (“Co #2”), with respect to a proposed transaction between one or more affiliates of Co #1 and Co #2, including, but not limited to, the creation of a limited liability company (for purposes of this LOI hereinafter referred to as “NewCo”), and the execution of such other documents as Co #1 and Co #2 determine are appropriate, on the terms and subject to the conditions set forth below in this LOI (collectively, the entire relationship between Co #1 and Co #2 being referred to as the “Joint Venture”). Co #1 and Co #2 may each be referred to herein individually as a “Party” and collectively as the “Parties.”

I. NONBINDING UNDERSTANDINGS

The following numbered paragraphs reflect the Parties’ current understanding of the matters described herein, and shall confirm the discussions to date between the Parties hereto, but do not constitute a definitive statement of, or a legally-binding commitment on the part of, any Party with respect to the matters described therein and do not impose on any Party any duty or obligation to negotiate towards or conclude any such agreement or commitment. For purposes of this LOI, any monetary references made herein are in United States Dollars.

Description of Purpose of Joint Venture. Co #2 has developed and/or acquired technology relating to: (a) the coating of fertilizers and the integration of macro and micro nutrients or ingredients into such coatings, and (b) the integration of such nutrients or ingredients into the core of granulated fertilizers. Co #1 has developed and/or acquired technology relating to certain biological crop-input products that deliver critical, highly bioavailable nutrients and/or beneficial microbes to help plants prosper. The Parties acknowledge that one of the principal purposes of the proposed Joint Venture described herein is to license certain intellectual property (“IP”) held by each Party to NewCo for the purpose of developing new IP or technology and to provide a framework for the commercialization of the foregoing.

Type of Transaction. The Parties currently anticipate that the transaction would be structured as a contribution of assets and services by Co #1 and a contribution of assets[, services] and cash by Co #2 to NewCo. Certain of the detailed terms of the proposed transaction (the “Transaction”) are more fully described in the Term Sheet attached hereto. Any and all aspects of the Transaction outlined in the Term Sheet may be revised pending the execution of definitive agreements, which may include, but not be limited to, a limited liability company operating agreement (the “Operating Agreement”), contribution agreements, technology license or sublicense agreements, and certain services agreements, to be prepared by counsel to Co #1 and negotiated and approved by the Parties (collectively, the “Definitive Agreements”). In addition to the provisions referred to in this LOI, the Definitive Agreements and any and all supporting documentation thereto shall include such provisions as are customary in transactions of this nature and as are mutually agreed upon by the Parties.