Summary of Terms

of Series C Preferred Stock

of [COMPANY]

This memorandum (“Summary of Terms”) summarizes the principal terms and conditions of a proposed issuance and sale by [COMPANY] of its Series C Preferred Stock.

Section I: Offering Terms | Section I: Offering Terms

Issuer | [COMPANY] (the “Company”), a [STATE] corporation.

Type of Security | Series C Preferred Stock (the “Series C Preferred”).

Investment Amount | Up to US$____ million.

Investors | [To be completed]

Pre-Money Valuation | The pre-money valuation shall be US$____ million on a fully diluted basis. The pre-money calculation will include [(i)] all outstanding securities of the Company (including all outstanding options and warrants) [and (ii) a number of shares reserved and available for issuance pursuant to the Company’s stock option plan equal to 5% of the fully-diluted securities of the Company as of immediately following the initial closing.] on this increase in the option pool, as it only serves to lower the stock price]

Use of Proceeds | Proceeds from the Series C Preferred Stock issuance shall be applied to general and administration expenses and working capital (including, but not limited, to acquisitions, new energy facilities or facility improvements) of the Company

Closing Date | Expected to be on or around ___________, 2012 (the “Closing Date”).

Section II: Terms of the Series C Preferred | Section II: Terms of the Series C Preferred

Seniority | The Series C Preferred shall rank in all respects senior to the Common Stock and to the Series B Preferred, Series A Preferred, and the Series A1 Preferred.