DRAFT

[DATE]

[INDIVIDUAL]

District Administrator

[COMPANY]

[ADDRESS][ADDRESS]

RE: Non-Binding Letter of Intent for Anaerobic Digestion and Composting Project

Dear [INDIVIDUAL]:

The purpose of this non-binding Letter of Intent (the "LOI") is to outline a possible relationship between [COMPANY] ("[COMPANY]" ) and [COMPANY](“[COMPANY]”) for the development, construction, financing and operation of a processing facility for (i) the conversion of certain organic waste products into biogas, suitable for the generation of electricity and waste heat via a combined heat and power engine; (ii) the treatment of residuals and filtrate for purposes of making them suitable for market and discharge respectively; and (iii) the possible creation of other marketable products by way of appropriate composting technology (collectively, the “Project”). The Project is to be sited adjacent to the [COMPANY]’s Wastewater Treatment Plant ("WWTP") located on [ADDRESS] in [LOCATION].

[COMPANY] would provide land and feedstock (thickened Biosolids, food waste, fats/oils/greases, animal manure, and yard waste), and potentially provide certain labor to the Project. [COMPANY] would also purchase the electricity and accept the effluent, meeting certain requirements, from the Project. Any one or more transactions encompassing the development of the Project are collectively referred to herein as the "Proposed Transaction." [COMPANY] and [COMPANY] may individually be referred to herein as a “Party” and together referred to as the “Parties”. The Proposed Transaction documents may include, but not necessariliy be limted to, a Purchase Power Agreement (PPA), a Feedstock Supply Agreement, a Liquid Off-take Agreement, and a Labor Services Agreement (the “Definitive Agreements”).

The matters set forth in this LOI are preliminary in nature, do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction and are not intended to reflect a final agreement between the Parties; rather, this LOI serves as the conceptual framework for proceeding with: (a) further discussions and due diligence pertaining to the Project; and (b) the drafting of final and definitive agreements between [COMPANY] and [COMPANY] for the construction and operation of the Project and consummation of the Proposed Transaction. The targeted date for the execution of the Definitive Agreements is [DATE].Except as described in Paragraph 8 herein, no legally binding obligations are created, implied or inferred herein by this LOI unless or until the final and binding Definitive Agreements memorializing the Proposed Transaction are executed and delivered by the Parties.