[DATE]

[INDIVIDUAL]

[ADDRESS]

[LOCATION], [STATE] [ZIP]

RE: Letter of Intent regarding Property Lease

Dear [INDIVIDUAL]:

On behalf of [COMPANY], or its designee (“Lessee”), I am pleased to share this Letter of Intent (this “LOI”) relating to the proposed execution of a real property lease by [INDIVIDUAL] (“Lessor”) and Lessee for purposes of Lessee possibly constructing and operating a green waste processing facility (the “Operations”) as further described below (the “Proposed Transaction”). Lessee, on the one hand, and Lessor, on the other hand, is referred to herein collectively as the “Parties” and each individually as a “Party.”

Except with respect to, and as specifically set forth in Article II of this LOI (the “Binding Provisions”), the Parties hereby agree as follows:

A. the matters set forth in this LOI, and particularly those set forth below in Article I (the “Non-Binding Provisions”), are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and

B. neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements which the Parties anticipate may include, but not be limited to, a real property lease (the “Lease Agreement”) for that certain parcel of real property located at [ADDRESS], [LOCATION] (the “Site”), as executed and delivered by the Parties, and then subject only to the conditions set forth therein.

NON-BINDING PROVISIONS AND TERMS

Term Sheets with Non-Binding Terms. To facilitate further negotiations and evaluation of the Proposed Transaction, this LOI sets forth the mutual understandings and intentions relating to the Proposed Transaction based upon the non-binding, indicative terms set forth in the attached Exhibit A (Lease), which are incorporated into, made a part of and subject to this LOI (the “Term Sheet”).

ARTICLE II

BINDING PROVISIONS