October ____, 2023

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RE: Letter of Intent for Purchase of All of the Membership Interests of [COMPANY]

Dear __________________:

This Letter of Intent (the “LOI”) confirms your and our mutual intentions with respect to the potential transaction described herein between [COMPANY] or a subsidiary or delegee thereof (“[COMPANY]” or the “Buyer”) and _______________ (the “Seller”). Seller is the owner of all of the issued and outstanding membership interests of [COMPANY] (the “Company”).

1. Price and Terms. We envisage that the principal terms of the proposed transaction would be substantially as follows:

(a) Business to be Acquired. We would acquire all of the issued and outstanding limited liability membership interests owned by Seller that are used in, or necessary for the conduct of, its biogas generation business.

(b) Consideration. The aggregate consideration for the assets and business to be purchased would be $[AMOUNT].

2. Due Diligence Review. Promptly following the execution of this LOI, you, Seller, shall allow us, Buyer, to complete our examination with regard to the acquisition of the Company of your financial records, the grant application and award documents, any contracts, an attestation that there are no obligations on this LLC other than defined by the grant, and other legal documents and generally to complete due diligence. The parties shall cooperate to complete due diligence expeditiously.

3. Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in a definitive written Membership Interest Purchase Agreement (the “Purchase Agreement”), consummation of the acquisition would be subject to having conducted your business in the ordinary course during the period between the date hereof and the date of closing and there having been no material adverse change in your business, financial condition or prospects.

4. Definitive Purchase Agreement. The terms and conditions of the proposed transaction would be stated in the Purchase Agreement, to be negotiated, agreed and executed by you and us. Neither party intends to be bound by any oral or written statements or correspondence concerning the Purchase Agreement arising during the course of negotiations, notwithstanding that the same may be expressed in terms signifying a partial, preliminary or interim agreement between the parties.