Letter of Intent

CONFIDENTIAL

[DATE]

[COMPANY]

[ADDRESS]

[ADDRESS]

Dear [INDIVIDUAL]:

On behalf of [COMPANY](“[COMPANY]”), I am pleased to submit a Letter of Intent (“LOI”) to design/develop/construct/operate a [SPEC] livestock waste treatment System (“System”) together with a covered beef cattle facility sufficient in size to house 50-250 head of cattle (“Beef Facility”)(System and Beef Facility are collectively the “[PROJECT]”) at [COMPANY] (“[COMPANY]”) in [LOCATION].

System Design. The System will be designed to accept and treat the digestate from the Anaerobic Digester (“AD”) at [COMPANY], concentrate and harvest nutrients, and deposit residual nutrients and organic material as final effluent to the existing waste treatment lagoons and the Beef Facility will be designed to house up to 250 head of beef cattle and to daily collect the manure for trucking, deposit and treatment in the AD and the System. Subject to execution of a Definitive Agreement (“DA”) between [COMPANY] and a [COMPANY] wholly owned single purpose subsidiary (to be formed) (“LLC”), the DA will include and provide without limitation the following items:

LLC will construct and operate the System and Beef Facility at its sole cost.

[COMPANY] will design the System to treat between 25,000 - 100,000 gallons of screw press screened digestate per day.

[COMPANY] will provide [COMPANY] with the approximate footprint of the System and the Beef Facility on or before [DATE] and [COMPANY] and [COMPANY] will agree upon an appropriate sites for the System (“System Site”) and the Beef Facility (“Beef Site”)(System Site and Beef Site shall collectively be the “Sites”) on or before [DATE]; which Sites shall be subject to a lease by [COMPANY] to LLC (“Lease”).

Lease shall provide for:

Payment of the aggregate sum of $[AMOUNT] as site rent, payable as follows for the first year: