Amended and Restated

Term Sheet

Between

[BUYER ENTITY]

and

[COMPANY]

This Amended and Restated Term Sheet (the “Restated Term Sheet”) dated this ___ day of [MONTH] [YEAR] amends and restates that certain Term Sheet (the

“Term Sheet Agreement”) executed as of [EFFECTIVE DATE] (the “Effective Date”) by and between ______________, __________________ and ________________ (each individually a “Buyer” and collectively known as the “Buyers”) and [COMPANY] (henceforth known as the “Company”) in its entirety and as though this Restated Term Sheet was executed on and as of the Effective Date. The Buyer and the Company are henceforth to be referred to collectively as the “Parties” to this Agreement (or “Party” where referred to individually).

The Parties intend to enter into this Restated Term Sheet and, thereby, amend and restate in its entirety the Term Sheet Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Purpose of this Restated Term Sheet

This Restated Term Sheet is intended to provide the basis for the preparation of a contract, which shall be negotiated, reviewed, edited and agreed-upon by the parties.

Important note: This Restated Term Sheet represents an offer by the Buyers to purchase all or substantially all of the assets and business of the Company under the terms detailed in this document; provided, however, accounts receivable and other revenues associated with Company and the projects that are (i) listed on a schedule to this Restated Term Sheet, and (ii) except as otherwise agreed to by the Parties, regardless of when such receivables or other revenue is received, shall be retained by the Company and not assumed by the Buyers. The Buyers shall not assume any liabilities or obligations of the Company, except as specifically agreed upon by the Parties in writing. Except for those sections herein labeled “Confidentiality statement,” “Expenses,” “Exclusivity,” and “Termination,” nothing in this Restated Term Sheet (or any previous agreement, which this document supersedes) shall be binding on either Party.

Details of Parties to the Agreement