Term Sheet

For

Engineering, Procurement And Construction Agreement

This Term Sheet (the “Term Sheet”), dated as of the _____ day of __________, [YEAR] (the “Effective Date”), sets forth the non-binding principal terms of a proposed agreement between [COMPANY], a ______________ limited liability company (“Owner”), and [COMPANY] Sons’, Inc., a [STATE] corporation (“Contractor”, and each of Contractor and Owner a “Party” and, together, the “Parties”) for separate agreements (each an “EPC Contract”) pursuant to which Owner may engage Contractor to provide design, engineering, procurement, construction, start-up, testing and completion services, on a turn-key basis, for the simultaneous development of two (2) Plants (as defined below) to be located in, respectively, _____ County and _____ County, ____________.

Excepting only the Binding Provisions (as defined below) of this Term Sheet, Owner and Contractor understand and agree that (i) the matters set forth in this Term Sheet are preliminary in nature, do not contain all of the terms and conditions necessary for definitive EPC Contracts and are non-binding, and (ii) neither Owner, nor Contractor, shall be bound by all or any portion of this Term Sheet, unless and until they execute mutually satisfactory written and definitive EPC Contracts.

NON-BINDING TERMS FOR EACH EPC CONTRACT

Owner and Contractor agree on the following preliminary, non-binding understandings with regard to the EPC Contracts for each Plant (the “Non-Binding Provisions”):

BINDING PROVISIONS

In consideration of their mutual willingness to enter into negotiations for a separate EPC Contract for each Plant, and the expenses to be incurred with regard to such negotiations, each of Owner and Contractor agree that, upon execution of this Term Sheet, the following provisions shall be legally binding and enforceable as against each of them (collectively, the “Binding Provisions”):

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IN WITNESS WHEREOF, the Parties have executed this Term Sheet as of the Effective Date.

[COMPANY]

By:

Name: