[Date]

[Name], [Title]

[COMPANY B], [Address Line 1],

[City, State ZIP]

[INDIVIDUAL]

[Title], [Affiliate Entity]

[Address Line 1],

[City, State ZIP]

Re: Letter of Intent for Joint Venture to Develop Biochar Production Facility.

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], a Delaware limited liability company (“[Company A Short Name]”), and [COMPANY B]a California corporation (“[Company B Short Name]” or “[Company B Short Name]”), with respect to a proposed transaction between one or more affiliates of [Company A Short Name] and [Company B Short Name], including, but not limited to, the creation of a limited liability company (for purposes of this LOI hereinafter referred to as “ProjectCo”), to facilitate [Company A Short Name]’s (vis-à-vis ProjectCo) development, financing and operation of an Biochar facility (the “Facility”) on a portion of the [Company B Short Name] Farm property located in [County, State] (the “Project”), consisting of approximately three (3) acres, as more specifically described and identified in Exhibit A attached hereto (the “Project Site”). Any one or more transactions encompassing the foregoing Project development are collectively referred to herein as the “Proposed Transaction.” [Company A Short Name] and [Company B Short Name] are sometimes referred to herein collectively as the “Parties.”

Except with respect to, and as specifically set forth in Article II (the Binding Provisions) 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 I (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) an Operating Agreement and other ancillary agreements (i.e. Contribution Agreement) for the creation of ProjectCo LLC as between the Parties (the “ProjectCo Agreements”), (ii) a real property lease for the lease by [Company A Short Name] from [Company B Short Name] of a Project Site (the “Lease Agreement”) (iii) a Feedstock supply agreement whereby [Company B Short Name] shall supply waste and/or Feedstock to the Facility to use as a feedstock for the generation of biochar (the “Waste Supply Agreement”); and (iv) an offtake agreement for the sale and disposition of the biochar as between ProjectCo and other third parties that may include [Company B Short Name] (an “Biochar Offtake 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.