[COMPANY]

[Date]

[INDIVIDUAL]

Sustainability Coordinator

c/o [COMPANY]

Dear [INDIVIDUAL]:

This letter of intent and the attached exhibits (collectively, the “Letter of Intent”) sets forth certain non-binding understandings and certain binding agreements between [COMPANY], a [STATE] limited liability company or as subsidiary thereof (“[COMPANY]”), and the [COMPANY], a (the “University”) with respect to the development and operation of an in vessel drum composting system (the “Facility”) on a portion of the University property located in or around [LOCATION] (the “Project”), consisting of a mutually agreed upon number of acres sufficient to support the operations (the “Project Site”). Any one or more transactions encompassing the foregoing Project development are collectively referred to herein as the “Proposed Transaction.” [COMPANY]

and [COMPANY] are sometimes referred to herein collectively as the “Parties.”

Except with respect to, and as specifically set forth in Article 2 (the Binding Provisions) of this Letter of Intent, the Parties agree as follows:

the matters set forth in this Letter of Intent and particularly those set forth below in Article 1 (the Non-Binding Provisions) and the attached exhibits, which are incorporated by reference, are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and

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, (i) a real property lease for the Project Site by [COMPANY]

from the University (the “Lease Agreement”) and (ii) an organic material supply agreement whereby [COMPANY] shall supply organic waste from selected University (and certain non-University) locations to the Facility for composting (the “Organics Supply Agreement”) (each, a “Definitive Agreement” and collectively, the “Definitive Agreements”), 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 Project, this Letter of Intent sets forth the mutual understandings and intentions relating to the Proposed Transaction based upon the non-binding, indicative terms set forth in the attached exhibits, which are incorporated into, made a part of and subject to this Letter of Intent (collectively, the “Term Sheets” and each, a “Term Sheet”).