[COMPANY LETTERHEAD][DATE]

[Landowner Name ]

[Landowner Address Line 1 ]

[Landowner Address Line 2 ]

Re: Solar Energy Generating Facility Project

Dear :

[COMPANY], Inc., a California corporation (“[COMPANY]”), is a private renewable energy developer who, in cooperation with certain landowners in the state of California, desires to evaluate the development, construction, and operation of a solar energy project consisting of solar energy collection cells, panels, mirrors, lenses and related facilities necessary to harness sunlight for photovoltaic energy generation and transmission of electrical energy (the “Project”). [COMPANY] has initiated exploratory site location efforts for the Project and is currently engaged in the process of identifying and assessing the suitability of certain lands in northern California for possible siting of the Project.

The real property currently targeted for a Project feasibility assessment includes that certain real property located within _______________ County, California more particularly described on the attached Exhibit A (the “Property”). The Property is currently owned by the addressee listed above (hereafter, “Landowner”).

Landowner and [COMPANY] recognize that there are a number of hurdles that need to be cleared before the Project is viable, and that further documentation and approvals will be required before the development of a Project can commence, including, without limitation, a threshold determination by [COMPANY] that the Property meets minimum Project suitability requirements and the negotiation, preparation and approval by the parties of certain definitive, formal agreements which may include, but not be limited to, (i) an option agreement granting to [COMPANY] an exclusive right and option to enter into a lease agreement for the Property with Landowner (the "Option Agreement") and (ii) a real property lease for the lease by [COMPANY] from Landowner of the Property (the "Lease Agreement") setting forth the terms and conditions of the proposed transactions.

This purpose of this letter of intent (“Letter of Intent”) is to outline terms on which [COMPANY] and Landowner are willing to proceed with an evaluation of the Property for purposes of determining Project suitability, and also to set forth certain non-binding principal terms on which [COMPANY] and Landowner may, but will not be obligated to, enter into any definitive agreement regarding the proposed transactions. The parties execute this Letter of Intent merely to evidence their intention to proceed in mutual good faith as outlined herein.

1. Feasibility Assessment. For a period of ninety (90) days following the mutual execution of this Letter of Intent (the “Evaluation Period”), [COMPANY], its employees, agents and contractors shall be granted the exclusive right to access the Property to conduct a due diligence evaluation for purposes of determining the suitability of the Property for use in the Project (the “Feasibility Assessment”). The parties agree as follows with respect to the Feasibility Assessment: