DRAFT – NOT FOR DISTRIBUTION OR EXECUTION. FOR REVIEW AND DISCUSSION ONLY - DRAFT

[DATE]

[INDIVIDUAL]

Chief Executive Officer/Managing Member

[COMPANY]

[ADDRESS]

[ADDRESS]

[ADDRESS]

RE: Letter of Intent

Dear [INDIVIDUAL]:

Thank you for providing us with additional information about [COMPANY] (“[COMPANY]”) and your views on potential synergies to be attained from brining [COMPANY] into [COMPANY](“[COMPANY]”).

As discussed, our interest level in acquiring [COMPANY] continues to be very high. The additional information you have provided has increased our conviction in [COMPANY]’s growth trajectory and, combined with our enhanced view of potential synergies, is the impetus behind our presenting to you this preliminary indication of interest (the “Proposal”) regarding possible acquisition of substantially all of the assets, and certain specified liabilities, of the sustainability consulting business (the “[COMPANY] Business”) of [COMPANY] by [COMPANY]. (the “Transaction”). [COMPANY] and [COMPANY] are each referred to herein individually as a “Party” and collectively as the “Parties.”

We believe this Proposal helps to further establish that the combination of [COMPANY] and [COMPANY] presents a unique opportunity for our two companies to accelerate the growth and scale of our complimentary renewable energy and sustainability solution sets, and our customers will benefit from the increased access, services and opportunities created as a result of such combination.

Our Proposal includes the following terms and conditions: