___________________________________________________________________________________________

[Effective Date]

[Party Name]

[COMPANY]

[Address]

[Country]

RE: Memorandum of Understanding as between [COMPANY] and [COMPANY]

[Party Name]:

This Memorandum of Understanding (the “MOU”) sets forth certain non-binding understandings and certain binding agreements between [COMPANY], or that certain special-purpose entity created thereby (“[Party A]”), and [COMPANY] (“[Party B]”), with respect to a proposed transaction between one or more affiliates of [Party A] and [Party B], including, but not limited to, (i) the develop and acceleration of the commercialization and build-out of large commercial facility for the production of some of the lowest carbon cellulosic ethanol for the global market demand; (ii) the development, financing and construction of a first-in-kind and first-of-class [COMPANY]™ (the “Refinery” and collectively, the [Facility] and the Follow-on Projects, the “Refineries”) to be located in the [Location] (the “[Facility]”), an industrial park with five hundred (500) plus acres located approximately [Location] (the “Proposed Transaction”), (iii) the future development of up to four (4) other such Refineries as determined by the Parties (the “Follow-on Projects”), and (iv) the execution of such other documents as [Party A] and [Party B] determine are appropriate, on the terms and subject to the conditions set forth below in this MOU (collectively, the Proposed Transaction and the entire relationship between [Party A] and [Party B] being referred to as the “Joint Venture”). [Party A] and [Party B] may each be referred to herein individually as a “Party” and collectively as the “Parties.”

NON-BINDING PROVISIONS AND TERMS

The following numbered paragraphs reflect the Parties’ current understanding of the matters described herein and shall confirm the discussions to date between the Parties hereto, but do not constitute a definitive statement of, or a legally-binding commitment on the part of, any Party with respect to the matters described therein and do not impose on any Party any duty or obligation to negotiate towards or conclude any such agreement or commitment. For purposes of this MOU, any monetary references made herein are in United States Dollars.

Description of Existing Business and Purpose of Joint Venture.

[Party A]’s core competencies are technology development, project development & management, process design, including the implementation of proprietary hydro thermal and enzymatic hydrolysis technology for improved conversion of biomass into biofuel (the “[Technology]”).