CONFIDENTIAL

August [ ], [YEAR]

Re:Letter of Intent to form [COMPANY] to design, build, own and operate an biogas facility at [LOCATION]

Dear Gentlemen:

This LOI of Intent (the “LOI”) is entered into this ___ day of August [ ], [YEAR] between [COMPANY], Inc., a [STATE] corporation (“[COMPANY]”) and [COMPANY], LLC, an [STATE] company (“[COMPANY]”).

[COMPANY] is engaged in the design, build, ownership and operation of compost and biogas facilities. [COMPANY] is a leading manufacturer of compost and soil related products and distributor of natural resource products servicing for example the landscape, recreation, lawn, garden, and construction industries. [COMPANY] and [COMPANY] desire to form a limited liability company, ABC Operating Company, LLC (“ABC”), organized under the laws of the state of [ ], to pursue the design and construction of a biogas facility (the “Business”).

The terms and conditions of the contemplated transaction (the “Transaction”), are to be incorporated into separate definitive Transaction documents and agreements, which may include, but not limited to, the following: (i) an Operating Agreement for a newly formed [ ] limited liability company (the “ABC Operating Agreement”), (ii) a Ground Lease between [COMPANY], as the lessor, and ABC, as the lessee, for the real property intended to serve as the location facility (the “Ground Lease”), (iii) a Management Agreement between ABC and [COMPANY] (the “[COMPANY] Management Agreement”), (iv) a Management Agreement between ABC and [COMPANY] (the “[COMPANY] Management Agreement”), collectively, items (i) through (iv) including other documents necessary for the fulfillment of the intent, terms and conditions of this LOI are referred to herein as the “Transaction Documents”). A summary of the proposed terms of the Transaction (the “Summary of Proposed Terms”) is attached hereto as Exhibit A. The Summary or Proposed Terms reflect the recent discussions between [COMPANY] and [COMPANY] and are based on information that the each has disclosed to the other, as of the date of this LOI.

In consideration of the mutual covenants and agreements contained herein, the adequacy of which is hereby acknowledged by [COMPANY] and [COMPANY], the parties hereby agree as follows:

Good Faith Negotiations.

[COMPANY] and [COMPANY] acknowledge that each party is incurring, and will continue to incur, substantial costs and expenses in connection with their evaluation and negotiation of the Transaction. Therefore, each of [COMPANY] and [COMPANY] agrees that during the period from the date hereof until [ ], [YEAR] the parties will negotiate in good faith with the goal of entering into mutually acceptable definitive written agreements regarding the Transaction by said date.