[DATE]

[Customer Representative]

[Title]

[Organization Name]

[Street Address]

[City, State, Zip Code]

Dear [Customer Representative]:

This letter of intent and the attached exhibit (collectively, the “Letter of Intent”) sets forth certain non-binding understandings and certain binding agreements between [COMPANY], a [STATE] limited liability company (“[COMPANY]”), and [Organization Name], a [Incorporation Type] in [State of Incorporation], (“Customer”), with respect to the provision of certain organic wastes as feedstock for [COMPANY]’s organics management facility (the “Facility”) to be developed at [ADDRESS] (the “Project Site”). Any one or more transactions encompassing the foregoing management of organic waste are collectively referred to herein as the “Proposed Transaction” while [COMPANY] and Customer are sometimes referred to herein collectively as the “Parties.”

In addition to those provisions specifically set forth in Article II (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 I (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 (the “Definitive Agreements”) which the Parties anticipate may include, but not be limited to an organic waste supply agreement whereby Customer shall supply organic wastes to [COMPANY] at the Facility (the “Waste Supply Agreement”).

NON-BINDING PROVISIONS AND TERMS

Term Sheet with Non-Binding Terms. To facilitate further negotiations and evaluation of the Project Site, 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 exhibit (the “Term Sheet”).

BINDING UNDERSTANDINGS