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 letter of intent (the "LOI") is to outline a possible relationship by and between ([COMPANY] ("[COMPANY]" ) and [COMPANY], (“[COMPANY]”) for the development, construction, financing and operation of a process to convert certain organic waste products to biogas, made suitable for generation of electricity and waste heat via a combined heat and power engine, with treatment of residuals and filtrate making them suitable for market and discharge respectively, and possibly a composting process to create marketable products (the “Project”). The Project is to be co-located at [COMPANY ALIAS]’s Wastewater Treatment Plant ("WWTP") located at [ADDRESS] in [LOCATION]. [COMPANY ALIAS] 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 ALIAS] 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 ALIAS] may individually be referred to herein as a “Party” and together referred to as the “Parties”. Proposed Transaction documents may include 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 ALIAS] and [COMPANY ALIAS] 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.

1. Proposed Transaction. Subject to the satisfactory completion by [COMPANY ALIAS] of due diligence as contemplated in Paragraph 2, the ongoing work and diligence of [COMPANY ALIAS], and the satisfaction of the conditions precedent set forth in this Paragraph 1, [COMPANY ALIAS] and [COMPANY ALIAS] contemplate the negotiation and execution of Definitive Agreements, the provisions of which may, among other terms and conditions, establish the following: