June ____, [YEAR]

[INDIVIDUAL]

Chief Executive Officer/Managing Member

[COMPANY]

[ADDRESS]

[ADDRESS]

[ADDRESS]

RE: Letter or Intent to Purchase Assets

Dear [INDIVIDUAL]:

On behalf of [COMPANY](“[COMPANY]” or the “Buyer”), I am pleased to share this Letter of Intent (“LOI”) to acquire substantially all of the assets, and certain specified liabilities, of [COMPANY] (“[COMPANY]” or the “Seller”) as deemed necessary to continue the sustainable consulting business going forward (the “[COMPANY]”) of [COMPANY] (collectively, the “Selected Assets”). The contemplated purchase of the Selected Assets is collectively referred to herein as (the “Proposed Transaction”). [COMPANY] as the Buyer and [COMPANY] as the Seller are referred to herein collectively as the “Parties” and respectively each individually as a “Party.”

Except with respect to, and as specifically set forth in Article II of this LOI (the “Binding Provisions”), the following provisions (Sections A and B immediately below) govern the interpretation of this LOI and each Party acknowledges the following:

the matters set forth in this LOI, and particularly those set forth below in Article I of this LOI (the “Non-Binding Provisions”), are not intended to create or constitute any legally binding obligation among the Buyer, the Seller and their respective stockholders or members and none of the foregoing shall have any liability to the other parties with respect to the Nonbinding Provisions until and unless fully integrated into the Definitive Agreements, as defined below; and

B. neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements and certain applicable ancillary documents, which the Parties anticipate may include, but not be limited to, to (i) an Asset Purchase Agreement, (ii) a Bill of Sale for the transfer of tangible assets, (iii) certain Assignment and Assumption Agreements for the transfer of certain contracts, and (iv) other documents, as mutually-agreed upon, required to (a) perfect the contemplated transfer of the Selected Assets, and (b) evidence required consents and approvals (e.g., certified board resolutions and shareholder and/or limited liability company (“LLC”) member and manager consents) and to provide clear title to the Selected Assets (collectively, the “Definitive Agreements”). The initial drafts of the Definitive Agreements shall be drafted by [COMPANY]’ counsel and delivered to [COMPANY]’s counsel for review and comment. The Definitive Agreements shall include the terms summarized in this LOI and such other representations, warranties, conditions, covenants, indemnities and other terms that are customary for transactions of this kind and are not inconsistent with this LOI, and then subject only to the conditions set forth therein.