[DATE]

[COMPANY]

c/o [INDIVIDUAL]

[ADDRESS]

[ADDRESS]

RE: [PROJECT]

Dear [INDIVIDUAL]:

This letter of intent and the attached exhibits (collectively, the “Letter of Intent”) sets forth certain non-binding understandings and certain binding agreements between [COMPANY], a [STATE] limited liability company(“[COMPANY]”), and [COMPANY], a [STATE] limited liability company (“[COMPANY]”), with respect to [COMPANY]’s development, financing and operation of a solar energy generating facility (the “Facility”) on a portion of the [COMPANY] Dairy property located in [COUNTY], [STATE] (the “Project”). The Project and this Proposed Transaction (as that term is defined below) shall include, but not necessarily be limited to: (i) an approximately 3MW array of AC (AC modules (i.e. inverters integrated into the solar panels), as more specifically described and identified in Exhibit A attached hereto (the “Project Site”), (ii) a scope of the work required by [COMPANY] to be completed during the term of this Letter of Intent as outlined in Exhibit B, and (iii) a sheet of indicative terms as referenced in Section 1.1 of this Letter of Intent as outlined on Exhibit C. Any one or more transactions encompassing the foregoing Project development including subsecions (i), (ii) and (iii) above are collectively referred to herein as the “Proposed Transaction.” [COMPANY] and [COMPANY] are sometimes referred to herein collectively as the “Parties.”

Except with respect to, and as specifically set forth in Article 2 (the Binding Provisions) and the following sub-sections (i) and (ii) of this Letter of Intent, the Parties agree as follows:

The matters set forth in this Letter of Intent and particularly those set forth below in Article 1 (the Non-Binding Provisions) and the attached exhibits, which are incorporated by reference are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and

Neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements which the Parties anticipate may include, but not be limited to, (i) a Construction agreement for the Project Site with [COMPANY] (the “Project Site Construction Agreement”), (ii) a Capital Lease or Power Purchase Agreement with [COMPANY] (the “Finaning Agreement”) (each, a “Definitive Agreement” and collectively, the “Definitive Agreements”), as executed and delivered by the Parties, and then subject only to the conditions set forth therein.

NON-BINDING PROVISIONS AND TERMS

Term Sheets with Non-Binding Terms. To facilitate further negotiations and evaluation of the Project, this Letter of Intent sets forth the mutual understandings and intentions relating to the Proposed Transaction based upon certain non-binding, indicative terms as set forth in the attached Exhibits, which are incorporated into, made a part of and subject to this Letter of Intent (collectively, the “Term Sheets” and each, a “Term Sheet”). The contents of the Term Sheets are not intended to represent the terms and conditions of the Definitive Agreements that are necessary to appropriately document the Proposed Transaction, but are set forth herein merely as indicative terms of certain Definitive Agreements as identified in the exhibits.