[DATE]

[COMPANY]

[ADDRESS]

[ADDRESS]

Attn: [INDIVIDUAL]

Dear Sir or Madam:

This letter of intent and the attached exhibit (collectively, the “Letter of Intent”) sets forth certain non-binding understandings between [COMPANY], a Delaware Corporation (“[COMPANY]”), and [COMPANY] (“[COMPANY]”), with respect to [COMPANY] establishing an organic waste recycling infrastructure in the Commonwealth of [STATE] and [COMPANY]’s planned [PROJECT] (the “Project”). [COMPANY] intends to supply its organic waste once the Project is completed and [COMPANY] intends to manage the recycling of such organic waste. Any one or more transactions encompassing the foregoing are collectively referred to herein as the “Proposed Transaction.” [COMPANY] and [COMPANY] are sometimes referred to herein collectively as the “Parties.”

Notwithstanding anything herein to the contrary, neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements (the “Definitive Agreements”) which the Parties (or their designated subsidiaries) may execute in their sole discretion and which may include but not be limited to an organic waste supply agreement whereby [COMPANY] shall supply and [COMPANY] shall retrieve, transport and recycle organic wastes generated by [COMPANY] in accordance with the [AGENCY] regulations for use as a feedstock for the generation of biogas or other products.

ARTICLE 1

NON-BINDING PROVISIONS AND TERMS

1.1 Term Sheet with Non-Binding Terms. To facilitate further negotiations and evaluation of the Proposed Transaction, this Letter of Intent sets forth terms relating to the Proposed Transaction based upon the non-binding, indicative terms set forth in the attached Exhibit A.

ARTICLE 2

BINDING UNDERSTANDINGS

2.1 No Broker or Finder. Neither party has or will use the services of a broker or finder in connection with the Proposed Transaction, and [COMPANY] shall not be obligated to pay any person on account of any such services.