[COMPANY] LETTERHEAD

[DATE]

[COMPANY]

[INDIVIDUAL]

Founder

[ADDRESS]

Suite 210

[CITY], [STATE] [ZIP]

Re: Letter of Intent for Proposed Joint Venture

Dear ___________________:

This Letter of Intent (“LOI”) is intended to summarize the principal terms of a business opportunity being considered by [COMPANY], [ADDRESS], a Kansas limited liability company (“[COMPANY]”) and [COMPANY], a Kentucky limited liability company (dba [COMPANY]) (“[COUNTERPARTY]”); and together with [COMPANY], the “Parties”) to join in as members of a currently existing Kentucky limited liability company, [JV ENTITY], (“[JV ENTITY]” or “Joint Venture”) the purpose of which is the development of commercial scale solar projects in geographic locations that heretofore have been underserved or suffered economic hardships (aka “Social Impact Solar”). The first of such projects under consideration by [COMPANY] is a [PROJECT DESCRIPTION] (the “Project”) that can be expanded by phases beyond the above nameplate capacity. The finalization of the Joint Venture operating agreement including contributions therein by the Parties and the predevelopment activities (the “Predevelopment Activities”), among other related matters such as Project due diligence as described in this LOI are referred to herein collectively as the “Proposed Transaction.”

Except with respect to, and as specifically set forth in Article II (the “Binding Provisions”) of this LOI, the Parties agree as follows:

The matters set forth in this LOI 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) a Limited Liability Company Operating Agreement, or a revision and restatement thereof, for [JV ENTITY] (the “LLC Operating Agreement”) establishing the operating and governing activities of the members of the Joint Venture consistent with the terms in Exhibit A; (ii) a contribution agreement(the “Contribution Agreement”) setting for the cash or assets that each of the Parties shall contribute into Joint Venture; (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.