Form 8-K

8-K — Bimergen Energy Corp

Accession: 0001493152-26-025562

Filed: 2026-05-28

Period: 2026-05-21

CIK: 0001066764

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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2026-05-21

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2026-05-21

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of report (Date of earliest event reported): May 21, 2026

BIMERGEN

ENERGY CORPORATION

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

001-43138

93-3419812

(State

or Other Jurisdiction of

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

895

Dove Street. Suite 300

Newport

Beach, California

92660

(Address

of Principal Executive Offices)

(Zip

Code)

(855)

946-0154

(Registrant’s

Telephone Number, Including Area Code)

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

BESS

NYSE

American LLC

Common

Stock Purchase Warrants

BESSWS

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405

of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

Contribution

Agreement

May 21, 2026, Emergen Energy LLC (“Emergen”), a wholly-owned subsidiary of Bimergen Energy Corporation (the “Company”),

entered into a Contribution Agreement (the “Contribution Agreement”) with FPU-BEC Development Topco, LLC (the “JV Company”),

a Delaware limited liability company affiliated with Cerberus Capital Management, L.P. and its Frontier Power & Utilities (“FPU”)

platform. Pursuant to the Contribution Agreement, Emergen contributed 100% of its equity interests in three battery energy storage system

(“BESS”) project companies (the “Project Companies”), to the JV Company.

consideration for the contribution of the Project Companies, the JV Company will (i) issue to Emergen 75 Class B Units in the JV Company,

representing 7.5% of the total outstanding equity interests, and (ii) distribute to Emergen a reimbursement payment of $1,176,159.00

(the “Reimbursement Amount”) payable within 10 business days of the execution of the Contribution Agreement.

The

closing of the Contribution Agreement occurred simultaneously with its execution on May 21, 2026 with respect to two of the Project Companies

and with respect to the third Project Company, will occur immediately following its acquisition by Emergen, which must occur within 15

business days of the date of the Contribution Agreement. If Emergen fails to consummate the third acquisition, Emergen is required to

make a capital contribution to the JV Company in an amount equal to the portion attributable to such project.

The

Contribution Agreement contains customary representations and warranties of Emergen relating to, among other things, organization and

qualification, authority and enforceability, no conflicts, legal proceedings, non-foreign status, and the absence of brokers. Emergen

also made representations and warranties relating to the Project Companies, including organization, ownership, title to project properties,

environmental matters, undisclosed liabilities, intellectual property, contracts, permits, compliance with laws, legal proceedings, ERISA,

labor matters, affiliate contracts, and taxes.

Joint

Development Agreement

Concurrently

with the Contribution Agreement, on May 21, 2026, Emergen entered into a Joint Development Agreement (the “JDA”) with the

JV Company. The JDA establishes the framework for collaboration between the parties to jointly develop the contributed BESS portfolio

and to cooperate in the joint identification, development, and commercialization of additional utility-scale battery energy storage projects

with durations of four hours or greater per project in the ERCOT market.

Pursuant

to the terms of the JDA, Emergen will be entitled to receive development service payments and milestone-based payments associated with

the contributed projects and future project advancement activities. The agreements provide for the potential payment to Emergen of up

to approximately $5.69 million in aggregate development fees and milestone payments, including amounts payable for development work completed

to date and additional payments tied to the achievement of specified project development milestones and other conditions. Certain payments

are payable no later than July 15, 2026, subject to the terms and conditions of the JDA.

Contributed

Equity Assignment Agreement

Also

on May 21, 2026, Emergen and the JV Company entered into a Contributed Equity Assignment Agreement (the “Assignment Agreement”),

pursuant to which Emergen assigned and transferred 100% of the equity interests in the Project Companies to the JV Company, and the JV

Company accepted and assumed the Contributed Equity from Emergen.

Membership

Interest Purchase Agreement

Additionally,

on May 21, 2026, Emergen entered into a Membership Interest Purchase Agreement (the “MIPA”) pursuant to which Emergen acquired

100% of the membership interests in one of the contributed Project Companies for consideration of approximately $643,500, payable in

installments tied to specified project development milestones.

The

foregoing descriptions of the Contribution Agreement, Joint Development Agreement, Contributed Equity Assignment Agreement, Eos Consent

Agreement, and Oak Hill MIPA do not purport to be complete and are qualified in their entirety by reference to the full text of each

agreement, copies of which are filed as exhibits hereto as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively.

Item

2.01. Completion of Acquisition or Disposition of Assets.

The

information under Item 1.01 of this Current Report on Form 8-K related to the Contribution Agreement, the JD Development Agreement, the

Assignment Agreement and the MIPA is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(a) Exhibits

Number

Description

10.1*†

Contribution Agreement, dated as of May 21, 2026, by and between FPU-BEC Development Topco, LLC and Emergen Energy LLC

10.2*†

Joint Development Agreement, dated as of May 21, 2026, by and between FPU-BEC Development Topco, LLC and Emergen Energy LLC

10.3*†

Contributed Equity Assignment Agreement, dated as of May 21, 2026, by and between FPU-BEC Development Topco, LLC and Emergen Energy LLC

10.4*†

Membership Interest Purchase Agreement, dated as of May 21, 2026, by and between Grun Energy, LLC and Emergen Energy LLC

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

†

Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K, and the Registrant agrees to furnish

to the SEC a copy of any omitted schedule and/or exhibit upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

BIMERGEN

ENERGY CORPORATION

Date:

May 28, 2026

By:

/s/

Robert J. Brilon

Name:

Robert

J. Brilon

Title:

Co-Chief

Executive Officer and Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CONTRIBUTION

AGREEMENT

and between

FPU-BEC

DEVELOPMENT TOPCO, LLC,

and

EMERGEN

ENERGY LLC,

dated

as of

May

21, 2026

TABLE

OF CONTENTS

Page

Article

I DEFINITIONS

Article

II CONTRIBUTIONS

Section

2.01

Contribution

by Bimergen

Section

2.02

Reimbursement

of Pre-Formation Capital Expenditures

Section

2.03

Estimated

Reimbursement Statement

Section

2.04

Joint

Development Agreement Payments

Section

2.05

Withholding

Article

III CLOSING, CLOSING CONDITIONS AND DELIVERABLES

Section

3.01

Closing

Section

3.02

Closing

Deliverables

Section

3.03

Costs

Article

IV REPRESENTATIONS AND WARRANTIES OF BIMERGEN

Section

4.01

Organization

and Qualification

Section

4.02

Authority

and Enforceability

Section

4.03

Conflicts; Consents

Section

4.04

Legal

Proceedings

Section

4.05

Non-Foreign

Status

Section

4.06

Brokers

Section

4.07

Additional Representations

Article

V REPRESENTATIONS AND WARRANTIES OF BIMERGEN RELATING TO PROJECT COMPANIES

Section

5.01

Organization

and Qualification

Section

5.02

Ownership

of Project Companies

Section

5.03

Project

Properties

Section

5.04

Environmental

Matters.

Section

5.05

Undisclosed

Liabilities

Section

5.06

Intellectual

Property

Section

5.07

Contracts

Section

5.08

Permits

Section

5.09

Compliance

with Laws

Section

5.10

Legal

Proceedings

Section

5.11

ERISA

Section

5.12

Labor

Section

5.13

Affiliate

Contracts

Section

5.14

Taxes

Article

VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section

6.01

Organization

Section

6.02

Capitalization

Section

6.03

Authority

and Enforceability

Section

6.04

Conflicts; Consents

Section

6.05

Legal

Proceedings

Section

6.06

Brokers

Article

VII COVENANTS

Section

7.01

Public

Announcements

Section

7.02

Transfer

Taxes

Section

7.03

Further

Assurances

Article

VIII INDEMNIFICATION

Section

8.01

Survival

Section

8.02

Indemnification

by Bimergen

Section

8.03

Indemnification

by the Company

Section

8.04

Limitations

on Indemnities

Section

8.05

Indemnification

Procedures

Section

8.06

Exclusive

Remedies

Article

IX MISCELLANEOUS

Section

9.01

Notices

Section

9.02

Interpretation

Section

9.03

Headings

Section

9.04

Severability

Section

9.05

Entire

Agreement

Section

9.06

Successors

and Assigns

Section

9.07

Third-Party Beneficiaries

Section

9.08

Amendment

and Modification

Section

9.09

Waiver

Section

9.10

Governing

Law

Section

9.11

Submission

to Jurisdiction

Section

9.12

Waiver

of Jury Trial

Section

9.13

Specific

Performance

Section

9.14

Recourse

Section

9.15

Release

Section

9.16

Counterparts

Section

9.17

Conflicts

with Joint Venture Agreement

CONTRIBUTION

AGREEMENT

This

Contribution Agreement (this “Agreement”), dated as of May 21, 2026 (the “Effective Date”),

is entered into by and between FPU-BEC DEVELOPMENT TOPCO, LLC, a Delaware limited liability company (the “Company”),

and EMERGEN ENERGY LLC, a Delaware limited liability company (“Bimergen”). The Company and Bimergen

are each sometimes referred to in this Agreement as a “Party” or, collectively, as the “Parties.”

RECITALS

WHEREAS,

prior to Closing (as defined below) Bimergen is the record and beneficial owner of 100% of Equity Interests (as defined below) in (a)

[***], a

Texas limited liability company, (“[***]”),

that is developing the [***] (as defined below), (b)

[***], a

Texas limited liability company (“[***]”),

that is developing the [***] (as defined below) and

the Redbird Project (as defined below);

WHEREAS,

Bimergen wishes to contribute to the Company, and the Company wishes to accept from Bimergen, 100% of the Equity Interests in the Project

Companies (as defined below) (the “Contributed Equity” and the Equity Interests of the [***],

the “[***] Contributed Equity”)

in exchange for (a) certain newly issued limited liability company interests in the Company in accordance with the Joint Venture

Agreement (as defined below) and (b) the distribution of the Reimbursement Amount by the Company to Bimergen in accordance with

the terms hereof.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article

DEFINITIONS

The

following terms when used in this Agreement have the meanings specified or referred to in this Article 1:

“Action”

means any claim, complaint, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,

citation, order, decree, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise,

whether at law or in equity.

“Additional

Permits” has the meaning set forth in Section 5.08.

“Affiliate”

of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such Person. The term “control” (including the terms “controlled by” and “under

common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; provided, however,

that the term “Affiliate” does not, when used with respect to a JV Party, include the Company.

“Agreement”

has the meaning set forth in the preamble.

“Ancillary

Agreements” means the Joint Venture Agreement, the Contributed Equity Assignment Agreement and the other instruments of contribution,

transfer, or assumption required to give effect to the Transactions.

“Basket”

has the meaning set forth in Section 8.04(a).

“Bimergen”

has the meaning set forth in the preamble.

“Bimergen

Fundamental Representations” means the representations and warranties contained in Section 4.01 (Organization and

Qualification), Section 4.02 (Authority and Enforceability), Section 4.03 (No Conflicts; Consents), Section

4.06 (Brokers), Section 5.01 (Organization and Qualification), Section 5.02 (Ownership of Project

Companies), and Section 5.03(a) (Project Properties).

“Bimergen

Indemnified Parties” means, collectively, Bimergen, its Affiliates, and their respective Representatives.

“Bimergen

Interests” has the meaning set forth in Section 2.02.

“Bimergen

Closing Deliverables” has the meaning set forth in Section 3.02(a).

“Bimergen’s

Knowledge” or any other similar knowledge qualification, means the actual knowledge of Cole Johnson, Clay Johnson or Trent

Cornelius, after reasonable investigation.

“Business

Day” means any day except Saturday, Sunday, or any other day on which commercial banks located in the State of Texas, the State

of New York or the city of London, England are authorized or required by Law to be closed for business.

“Cap”

has the meaning set forth in Section 8.04(a).

“Claim

Notice” has the meaning set forth in Section 8.05(a).

“Closing”

has the meaning set forth in Section 3.01.

“Closing

Date” has the meaning set forth in Section 3.01.

“Closing

Deliverables” means, collectively, the Bimergen Closing Deliverables and the Company Closing Deliverables.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Company”

has the meaning set forth in the preamble.

“Company

Closing Deliverables” has the meaning set forth in Section 3.02(b).

“Company

Fundamental Representations” means the representations and warranties contained in Section 6.01 (Organization),

Section 6.02 (Capitalization), Section 6.03 (Authority and Enforceability), Section 6.04(a) (No

Conflicts; Consents), and Section 6.06 (Brokers).

“Company

Indemnified Parties” means, collectively, the Company, Frontier, their Affiliates, and their respective Representatives.

“Company’s

Knowledge” or any other similar knowledge qualification, means the actual knowledge of Aaron Maczonis, Kurt Wasserman, Mark

Klein, or Nitin Gupta, after reasonable investigation.

“Contracting

Party” has the meaning set forth in Section 9.14.

“Contracts”

means all contracts, leases, licenses, instruments, options, sales and purchase orders, warranties, bonds, mortgages, indentures, notes,

obligations, commitments, undertakings, joint ventures, binding applications, and all other agreements, commitments, and legally binding

arrangements, whether written or oral, in each case as amended and supplemented from time to time.

“Contributed

Equity” has the meaning set forth in the recitals.

“Contributed

Equity Assignment Agreement” means an Assignment and Assumption Agreement with respect to the Contributed Equity in substantially

the form set forth as Annex A hereto.

“[***]”

has the meaning set forth in the recitals.

“[***]”

means the anticipated 10 MW/40 MWh battery energy storage system project owned, being developed, or will be owned or developed, by the

[***] on the [***].

“[***]”

means the real property described as such on Annex B.

“Disclosure

Schedules” means the Disclosure Schedules to this Agreement delivered by Bimergen concurrently with its execution and delivery

of this Agreement.

“Dispute

Notice” has the meaning set forth in Section 2.03(b).

“Effective

Date” has the meaning set forth in the preamble.

“Encumbrance”

has the meaning set forth in Section 2.01.

“Environmental

Law” means any Law concerning (a) the protection or restoration of the environment (including ambient or indoor air,

surface water, wetlands, groundwater, drinking water supplies, surface or subsurface strata, and vapor), wildlife and vegetation (including

threatened and endangered species and other species of special concern), environmentally sensitive areas, or historic or cultural resources,

(b) public or worker health or safety with respect to the Release or handling of or exposure to Hazardous Materials, or (c)

pollution or Hazardous Materials. Environmental Laws include, but are not limited to, the Federal Water Pollution Control Act; Clean

Water Act; Clean Air Act; Comprehensive Environmental Response, Compensation and Liability Act; Resource Conservation and Recovery Act;

Toxic Substances and Control Act; Endangered Species Act; Migratory Bird Treaty Act; Bald and Golden Eagle Protection Act; Magnuson–Stevens

Fishery Conservation and Management Act; Marine Mammal Protection Act; Rivers and Harbors Act; Occupational Safety and Health Act (to

the extent related to Hazardous Materials); National Historic Preservation Act; and similar state and local Laws.

“Environmental

Permits” means all Permits and consultations with Governmental Authorities arising or required under Environmental Laws required

for the conduct of the business or the ownership, lease, development, construction, installation or operation of the Projects or Project

Properties.

“Eos

Joint Development Agreement” means that certain Joint Development Agreement, dated as of November 7, 2025, by and between Bimergen

Energy Corporation and Eos Energy Storage LLC.

“Equity

Interests” means, with respect to any Person that is not a natural person, (a) any capital stock, partnership (whether

general or limited) or limited liability company interests or units, and any other interest or participation that confers on a Person

the right to (i) receive a share of the profits and losses of, or distribution of assets of, the issuing entity, (ii) vote

with respect to any action of the issuing entity, or (iii) manage or control the issuing entity, or vote with respect to any action

of the issuing entity; (b) any security, right, call, warrant, option, right of first refusal or other contract or commitment

of any kind or character to subscribe for, purchase or otherwise receive or be issued, or otherwise acquire any equity interests described

in clause (a) above; (c) any share appreciation rights, phantom share rights or other similar rights with respect to such

Person or its business; and (d) any securities or instruments exchangeable for or convertible or exercisable into any of the foregoing

or with any profit participation features with respect to such Person.

“ERCOT”

means Electric Reliability Council of Texas.

“Estimated

Reimbursement Statement” has the meaning set forth in Section 2.03(a).

“Estimated

Reimbursement Amount” has the meaning set forth in Section 2.03(a).

“Existing

Permits” has the meaning set forth in Section 5.08.

“Final

Reimbursement Statement” has the meaning set forth in Section 2.03(b).

“Frontier”

means FPU Development Member, LLC.

“GAAP”

means United States generally accepted accounting principles in effect from time to time, consistently applied.

“Governmental

Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality

of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental

authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator,

court, or tribunal of competent jurisdiction.

“Hazardous

Material” means petroleum and all derivatives thereof, asbestos or asbestos-containing material, lead or lead-containing material,

radioactive materials, radon, polychlorinated biphenyls and per- and polyfluoroalkyl substances and any other material, substance or

waste that is regulated by, or may give rise to liability or standards of conduct under, any Environmental Law.

“Indemnified

Party” has the meaning set forth in Section 8.05.

“Indemnifying

Party” has the meaning set forth in Section 8.05.

“Independent

Accountant” has the meaning set forth in Section 2.03(a).

“Intellectual

Property” means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks,

including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights,

including all applications and registrations related to the foregoing; (c) trade secrets, inventions, methods, processes and know-how;

(d) patents and patent applications; (e) internet domain name registrations; and (f) other intellectual property

and related proprietary rights, interests, and protections (including all rights to sue and recover and retain damages, costs, and attorneys’

fees for past, present, and future infringement and any other rights relating to any of the foregoing).

“Joint

Development Agreement” means, a joint development agreement concerning the Project Companies and the Project Properties, to

be entered by and between the Company and Bimergen at the Closing, as mutually agreed between the Parties prior to Closing.

“Joint

Venture Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company, dated as of the date

hereof, by and among the Company, Bimergen and Frontier.

“JV

Parties” has the meaning set forth in the preamble.

“Law”

means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Order, other requirement, or rule of law

of any Governmental Authority.

“Losses”

means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever

kind, including reasonable attorneys’ fees, charges, and disbursements incurred in connection with any Action commenced or brought

against any Indemnifying Party, and the costs of enforcing any right to indemnification hereunder or pursuing insurance coverage from

any insurer, and, if applicable, reasonable fees of attorneys, auditors, consultants and other agents or professional fees and expenses

associated therewith, whether or not based on contract, tort, warranty claims or otherwise.

“Nonparty

Affiliates” has the meaning set forth in Section 9.14.

“[***]”

has the meaning set forth in the recitals.

“[***]”

means the anticipated 10 MW/40 MWh battery energy storage system project owned, being developed, or will be owned or developed, by the

[***] on the [***].

“[***]”

means the real property described as such on Annex B.

“Order”

means any order, injunction, judgment, decree, determination, ruling, writ, assessment or award of a Governmental Authority.

“Organizational

Documents” means with respect to a Person, the charter, bylaws, partnership agreements, operating agreements, limited liability

company agreements, any shareholders’ agreements, equityholders’ agreements, voting agreements, or any other governing, ownership,

operational, and any other organizational or constituent documents of similar nature or substance to any of the foregoing (and all amendments,

supplements, and modifications thereto) of such Person.

“Party”

or “Parties” has the meaning set forth in the preamble.

“Permits”

means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances, exemptions, and similar rights

obtained, or required to be obtained from, or other similar authorization granted or issued by, Governmental Authorities.

“Permitted

Encumbrances” means (a) statutory Encumbrances arising out of operation of Law with respect to a liability or obligation

incurred in the ordinary course of business of any Project Company securing payments not yet due and payable as of the Closing and that

are not delinquent or are being actively contested in good faith by appropriate proceedings diligently conducted, provided, in each case,

that appropriate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP; (b) easements,

rights of way, encroachments, defects or irregularities in title, zoning and planning designations by any Governmental Authority and

other similar rights of any Governmental Authority to regulate any real property owned or leased by any Project Company that do not materially

interfere with or impair the present or proposed use or operation of the Project’s real property subject thereto or the value thereof;

statutory or common law Encumbrances in favor of mechanics’, materialmens’, carriers’, workmens’, warehousemens’,

repairmens’, landlords’ or other similar Encumbrances and security obligations and other statutory or common law Encumbrances

to secure claims for labor, materials or supplies arising in the ordinary course of business of any Project Company; (e) Encumbrances

created by the Company, or any of its Affiliates; and (f) Encumbrances securing obligations arising under agreements to be released

and terminated at or prior to Closing.

“Person”

means an individual, corporation, partnership, limited partnership, joint venture, limited liability company, joint stock company, unincorporated

organization, trust, association, or other entity or a Governmental Authority.

“Pre-Closing

Dispute Notice” has the meaning set forth in Section 2.03(a).

“Pre-Closing

Taxes” mean (a) any and all liability for Taxes of each Project Company for the Pre-Closing Tax Period; (b) all

liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which each Project Company is or was a

member on or prior to the Closing Date, including pursuant to Treasury Regulations Section § 1.1502-6 or any analogous or similar

state, local, or foreign law or regulation; (c) any and all Taxes of any person imposed on each Project Company for any period

as a transferee or successor in respect of a transaction occurring on or before the Closing Date, by Law, contract, or otherwise; and

(d) any payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts

(whether written or not) relating to the Pre-Closing Tax Period (other than any customary commercial contract entered into in the ordinary

course of business the principal subject of which is not Taxes).

“Pre-Closing

Tax Period” means all periods ending on or before the Closing Date and the portion through the end of the Closing Date for

any taxable period that includes (but does not end on) the Closing Date.

“Project

Companies” means [***], [***] and Redbird ProjectCo.

“Project

Contracts” has the meaning set forth in Section 5.07.

“Project

IP” has the meaning set forth in Section 5.06(a).

“Project

Properties” means each of the [***], [***] and Redbird Project Property.

“Project”

means each of the [***], the [***] and the Redbird Project.

“Release”

means any discarding, spilling, leaking, pumping, pouring, emitting, discharging, dumping, migration or disposing of any Hazardous Material

into or through the environment.

“Redbird

ProjectCo” has the meaning set forth in the recitals.

“Redbird

Project” means the anticipated 100 MW/400 MWh battery energy storage system project owned, being developed, or will be owned

or developed, by the Redbird ProjectCo on the Redbird Project Property.

“Redbird

Project Property” means the real property described as such on Annex B.

“Reimbursement

Amount” means $1,176,159.00.

“Representatives”

means, with respect to any Person, such Person’s (i) Affiliates or any of its and their respective officers, directors, principals,

partners, managers, members, and (ii) to the extent acting at the direction or with the consent of such Person (or any Person described

in clause (i)), its attorneys, accountants, agents, advisors, employees, consultants, financial advisors or other authorized representatives.

“Resolution

Period” has the meaning set forth in Section 2.03(a).

“Review

Period” has the meaning set forth in Section 2.03(b).

“Selected

Firm” has the meaning set forth in Section 2.03(a).

“Survival

Date” has the meaning set forth in Section 8.01.

“Systems”

means all computers, networks, systems, hardware, software, applications, websites and other information technology assets and equipment.

“Tax”

or “Taxes” means (i) any and all federal, state, local, or foreign taxes, charges, fees, levies or other similar assessments

imposed by a Taxing Authority, including any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation,

premium, windfall profits, environmental, customs, duties, capital stock, franchise, profits, withholding, social security (or similar,

including FICA), unemployment, disability, real property, personal property, escheat and unclaimed property, sales, use, transfer, registration,

value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar

to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (ii) any liability for the payment

of any amounts of the type described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined

or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result

of being liable for another person’s taxes as a transferee or successor, by contract or otherwise.

“Tax

Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes filed

or required to be filed with any Taxing Authority, including any schedule or attachment thereto, and including any amendment thereof.

“Taxing

Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection, or imposition

of any Taxes.

“Third

Party Claim” has the meaning set forth in Section 8.05(a).

“Transactions”

means, collectively, the transactions contemplated by this Agreement.

“Transaction

Agreements” means, collectively, this Agreement and the Ancillary Agreements.

“Transaction

Expenses” means the following, in each case to the extent unpaid as of Closing and not included in the Reimbursement Amount:

(a) the aggregate amount of all fees, costs and expenses (whether or not yet invoiced), incurred by, or on behalf of, or to be

paid by, the Project Companies, related to, arising from, or otherwise incidental to the Transactions (including in connection with the

pursuit, negotiation, preparation or execution hereof or any Transaction Agreements, or the performance or consummation of the Transactions),

and (b) any transaction or sale bonuses, change of control bonuses, retention bonuses or similar payments, or any “single

trigger” severance benefits or payments, consent fees, make-wholes, breakage costs, premiums, penalties or similar payments incurred

or payable to any current or former employee, officer, director, individual service provider or any third parties attributable or resulting

from the Transactions.

“Transfer

Documents” has the meaning set forth in Section 3.02(a)(i).

“Transmission

Interconnection Facilities” means the transmission service provider’s interconnection facilities as defined in the relevant

interconnection agreement.

Article

CONTRIBUTIONS

Section

2.01 Contribution by Bimergen. Subject to the terms and conditions set forth herein, at the Closing, Bimergen shall contribute,

assign, transfer, convey, and deliver to Company, and Company shall accept from Bimergen, the Contributed Equity, free and clear of any

security interest, pledge, lien, charge, mortgage, claim, or other encumbrance (each, an “Encumbrance”).

Section

2.02 Reimbursement of Pre-Formation Capital Expenditures. Simultaneously with Bimergen’s contribution contemplated under Section

2.01, at the Closing, the Company will distribute the Estimated Reimbursement Amount and issue to Bimergen newly issued limited liability

company interests designated as “Class B Units” in the Company, in accordance with the Joint Venture Agreement (the “Bimergen

Interests”), free and clear of all Encumbrances, other than as may be imposed by the Joint Venture Agreement and applicable

securities Laws. Any such distribution will be treated as a reimbursement of pre-formation capital expenditures within the meaning of

Treasury Regulations Section 1.707-4(d).

Section

2.03 Estimated Reimbursement Statement.

(a)

Prior to the Closing Date, Bimergen shall prepare and deliver to the Company a written statement (the “Estimated Reimbursement

Statement”) setting forth Bimergen’s good faith estimate of the Reimbursement Amount required to be distributed at

Closing pursuant to Section 2.01 (the “Estimated Reimbursement Amount”), together with reasonable supporting

documentation, schedules, work papers, and other evidence in support thereof. Following delivery of the Estimated Reimbursement Statement,

the Company and its Representatives shall have the right to review the supporting documentation provided in connection therewith. The

Company may deliver to Bimergen, in writing any comments, objections, or proposed changes to the Estimated Reimbursement Statement (a

“Pre-Closing Dispute Notice”). Bimergen shall consider in good faith all comments, objections, and proposed

changes set forth in any Pre-Closing Dispute Notice and shall revise the Estimated Reimbursement Statement to the extent Bimergen determines,

acting reasonably and in good faith, that such comments, objections, or proposed changes are warranted, consistent with the terms of

this Agreement. To the extent Bimergen and The Company are unable to resolve any disagreement with respect to the Estimated Reimbursement

Statement prior to the Closing Date, the Closing shall proceed on the basis of the Estimated Reimbursement Statement as revised by Bimergen,

consistent with the terms of this Agreement, without prejudice to the Company’s right to dispute any such amounts pursuant to this

Section 2.03 following the Closing.

(b)

Within 30 days following the Closing Date, Bimergen shall prepare and deliver to the Company a written statement (the “Final

Reimbursement Statement”) setting forth a final calculation of the Reimbursement Amount, prepared in accordance with the

terms of this Agreement, together with reasonable supporting documentation. Following delivery of the Final Reimbursement Statement,

the Company shall have a period of thirty (30) days (the “Review Period”) to review the Final Reimbursement

Statement. During the Review Period, Bimergen shall, and shall cause each Project Company to, provide the Company and its Representatives

with reasonable access to the books, records, personnel, and work papers of each Project Company as may be reasonably necessary for the

Company to complete its review. Bimergen shall cooperate fully with the Company and its Representatives in connection with the Company’s

review of the Final Reimbursement Statement, including by responding promptly to reasonable requests for information or clarification

and making available, upon reasonable advance notice and during normal business hours, such personnel of Bimergen and each Project Company

as the Company may reasonably request. If the Company does not deliver a written notice of disagreement (a “Dispute Notice”)

to Bimergen prior to the expiration of the Review Period, the Final Reimbursement Statement shall be deemed final, conclusive, and binding

upon the Parties.

(c)

If the Company delivers a Dispute Notice within the Review Period, such Dispute Notice shall set forth in reasonable detail the items

or amounts in the Final Reimbursement Statement as to which the Company disagrees, together with the Company’s proposed adjustments

and the basis therefor. Any items or amounts not specifically identified in the Dispute Notice shall be deemed accepted by the Company

and shall be final, conclusive, and binding upon the Parties. Following delivery of a Dispute Notice, Bimergen and the Company shall

negotiate in good faith for a period of thirty (30) days (the “Resolution Period”) to resolve any disputed

items. If Bimergen and the Company are unable to resolve all disputed items within the Resolution Period, either Party may submit any

remaining disputed items for determination by an independent accounting firm of national reputation mutually agreed upon by Bimergen

and the Company (the “Independent Accountant”); provided that if Bimergen and the Company are unable

to agree on the identity of the Independent Accountant within ten (10) Business Days following the expiration of the Resolution Period,

each of Bimergen and the Company shall select an independent accounting firm of national reputation (each, a “Selected Firm”),

and the two Selected Firms shall jointly designate a third independent accounting firm of national reputation to serve as the Independent

Accountant within ten (10) Business Days of their appointment, and such designation shall be final and binding upon the Parties. The

Independent Accountant shall act as an expert and not as an arbitrator and shall determine only those items remaining in dispute. The

Independent Accountant’s determination shall be made within thirty (30) days after referral, shall be based solely on written submissions

by the Parties (and not by independent review), and shall not assign a value to any disputed item greater than the highest value or less

than the lowest value claimed by either Party with respect to such item. The determination of the Independent Accountant shall be final,

conclusive, and binding upon the Parties, absent manifest error. The fees and expenses of the Independent Accountant shall be borne by

Bimergen, on the one hand, and the Company, on the other hand, in inverse proportion to their respective success on the disputed items,

as determined by the Independent Accountant.

(d)

Within five (5) Business Days following the date on which the Final Reimbursement Statement is finally determined in accordance with

this Section 2.03 (whether by deemed acceptance, mutual agreement, or determination by the Independent Accountant), (i)

if the final Reimbursement Amount exceeds the Estimated Reimbursement Amount, the Company shall make an additional capital contribution

of such excess to Company for distribution to Bimergen, and (ii) if the Estimated Reimbursement Amount exceeds the final Reimbursement

Amount, Bimergen shall make a capital contribution of such excess to Company for distribution to Frontier. Any contributions and distributions

required by this Section shall be made by wire transfer of immediately available funds to accounts designated in writing by the recipients.

Notwithstanding anything to the contrary herein, if Bimergen has not acquired the [***] Equity Interests within 15 Business Days

of the date hereof, Bimergen shall make a capital contribution of the portion of the Reimbursement Amount attributable to the [***]

to Company for distribution to Frontier.

Section

2.04 Joint Development Agreement Payments. Frontier shall fund, or cause to fund, one hundred percent of the payments owed to Bimergen

under the Joint Development Agreement, if any, on terms and subject to the conditions thereof.

Section

2.05 Withholding. The Company shall be entitled to deduct and withhold from any payments made to any Party pursuant to this Agreement

such amounts as it is required to deduct and withhold with respect to the making of any such payment under any applicable Tax Law. To

the extent that amounts are so withheld, and paid to the proper Taxing Authority pursuant to any applicable Tax Law, such withheld amounts

shall be treated for all purposes of this Agreement as having been paid to such holder in respect of which such deduction and withholding

was made. Before making any deduction or withholding pursuant to this Section 2.05, the Company shall give the applicable Party

reasonable notice of any anticipated deduction or withholding (together with the legal basis therefor), provide the applicable Party

with sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid such deduction or

withholding, and reasonably cooperate with such Party in good faith to attempt to reduce any amounts that would otherwise be deducted

and withheld pursuant to this Section 2.05.

Article

III

CLOSING,

CLOSING CONDITIONS AND DELIVERABLES

Section

3.01 Closing. Subject to the terms and conditions of this Agreement, the transactions contemplated hereby shall take place

concurrently with the execution and delivery of this Agreement, on the date hereof (the “Closing”) remotely

by exchange of documents and signatures (or their electronic counterparts) (the date of such execution and delivery, the “Closing

Date”); provided, that the Closing will be deemed to be effective as of 11:59 p.m. Central Time on the Closing

Date for all purposes; provided, notwithstanding anything to the contrary herein, the Parties acknowledge that Bimergen

has not acquired the [***] Contributed Equity as of the execution of this Agreement and for all purposes herein (including Article

IV), as it relates to the [***], the [***], the [***] and the [***] Contributed Equity, (i) “Closing”

will be deemed to have occurred at the moment immediately following Bimergen’s acquisition of the [***] Contributed Equity,

(ii) the “Closing Date” (the “[***] Closing Date”) will be deemed to be effective

as of 11:59 p.m. Central Time on the date that Bimergen acquires the [***] Contributed Equity for all purposes and (iii) the representations

in Article IV and Article V, will be qualified in all respects (but solely with respect to the [***]) (including

for purposes of Article VIII) by the supplemental Disclosure Schedules (the “[***] Disclosure

Schedules”) delivered on the [***] Closing Date; provided, further if any disclosures on the [***] Disclosure

Schedules are material and adverse to the [***] the Company shall have the right terminate this Agreement with respect to the

[***] Contributed Equity and if the Company so elects to terminate the Company shall not take ownership of the [***] Contributed

Equity and the [***] Closing Date shall be deemed to have not occurred.

Section

3.02 Closing Deliverables.

(a)

On or before the Closing Date, Bimergen shall deliver to the Company the following (collectively, the “Bimergen Closing Deliverables”):

(i)

evidence of Bimergen’s acquisition of the Contributed Equity, free and clear of Encumbrances, other than restrictions under applicable

state and federal securities Laws (the “Transfer Documents”);

(ii)

the Contributed Equity Assignment Agreement, duly executed by Bimergen;

(iii)

the Joint Venture Agreement, duly executed by Bimergen;

(iv)

the Joint Development Agreement, executed by Bimergen;

(v)

evidence of termination or release of the Eos Joint Development Agreement with respect to each Project Company and Project Properties

satisfactory to the Company, in its sole discretion;

(vi)

a duly executed certification from Bimergen, certifying that Bimergen is not a “foreign person” within the meaning of Section

1445 of the Code and Treasury Regulations Section 1.1445-2(b)(2), in a form reasonably acceptable to Company; and

(vii)

an executed counterpart signature page of Bimergen to each of the other Transaction Agreements to which it is a party.

(b)

On or before the Closing Date, Company shall deliver or distribute the following (collectively, “Company Closing Deliverables”):

(i)

to Bimergen, the Contributed Equity Assignment Agreement duly executed by the Company;

(ii)

to Bimergen, the Joint Venture Agreement, duly executed by the Company and Frontier;

(iii)

to Bimergen, the Joint Development Agreement, duly executed by the Company; and

(iv)

an executed counterpart signature page of Company to each of the other Transaction Agreements to which it is a party.

(c)

Immediately following Bimergen’s acquisition of the [***] Equity Interests, Bimergen shall deliver evidence of such acquisition

to the Company.

(d)

10 Business Days following the date hereof, the Company shall deliver to Bimergen, the Estimated Reimbursement Amount.

Section

3.03 Costs. All costs, fees and expenses incident to this Agreement, the Closing Deliverables, the transactions contemplated hereby

and thereby and the issuance of the Bimergen Interests and the Closing thereof shall be paid by the Party incurring same except to the

extent otherwise set forth in this Agreement.

Article

REPRESENTATIONS

AND WARRANTIES OF BIMERGEN

Bimergen

represents and warrants to the other Parties that, except as set forth in the Disclosure Schedules (which, for the avoidance of doubt,

will be supplemented by the [***] Disclosure Schedules on the [***] Closing Date but solely with respect to the [***]),

the statements contained in this Article IV are true

and correct.

Section

4.01 Organization and Qualification. Bimergen (a) is duly organized, validly existing, and in good standing under the Laws

of its jurisdiction of organization, and to the extent required by applicable Laws, (b) has full power and authority to own the

assets now owned, operated, or leased by it, including the Contributed Equity, and to carry on its business as currently conducted. Bimergen

is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the conduct of its business makes

such licensing or qualification necessary.

Section

4.02 Authority and Enforceability. Bimergen has full power and authority to enter into the Transaction Agreements to which it is

a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The

execution, delivery, and performance by Bimergen of the Transaction Agreements to which it is a party and the consummation of the transactions

contemplated hereby and thereby have been duly authorized by all requisite entity action on the part of Bimergen. The Transaction Agreements

to which it is a party have been duly executed and delivered by Bimergen, and (assuming due authorization, execution, and delivery by

any other parties thereto) constitute legal, valid, and binding obligations of Bimergen, enforceable against it in accordance with their

respective terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other

similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Section

4.03 No Conflicts; Consents. The execution, delivery, and performance by Bimergen of the Transaction Agreements to which it is a

party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict

with the Organizational Documents of Bimergen or any Project Company, (b) violate or conflict with any Law or order of any Governmental

Authority applicable to Bimergen or the Project Companies, (c) materially conflict with, or result in (with or without notice

or lapse of time or both) any material violation of, or default under, or give rise to a right of termination, acceleration, or modification

of any obligation or loss of any benefit under any material Contract to which Bimergen is a party or to which any of the assets of Bimergen

are subject, or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on the Contributed

Equity. No consent, approval, waiver, or authorization is required to be obtained by Bimergen or by any Project Company from any Person

in connection with the execution, delivery, and performance by Bimergen of the Transaction Agreements to which it is a party or the consummation

of the transactions contemplated hereby or thereby, except such consents, approvals, waivers, or authorizations which would not, individually

or in the aggregate, have a material adverse effect on Bimergen’s ability to consummate the transactions contemplated hereby or

under the other Transaction Agreements to which it is a party on a timely basis.

Section

4.04 Legal Proceedings. There is no Action of any nature pending or, to Bimergen’s Knowledge, threatened against or by Bimergen

or any of its Affiliates that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by the Transaction

Agreements to which Bimergen or any of its Affiliates is a party. To Bimergen’s Knowledge, no event has occurred or circumstances

exist that could reasonably be expected to give rise to, or serve as a basis for, any such Action.

Section

4.05 Non-Foreign Status. Bimergen is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

Section

4.06 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in

connection with the transactions contemplated by the Transaction Agreements based on arrangements made by or on behalf of Bimergen or

any of its Affiliates.

Section

4.07 No Additional Representations. To the full satisfaction of Bimergen, Bimergen has obtained any and all materials that it has

requested relating to the Company and the offering of the Bimergen Interests reflected by this Agreement and the other Transaction Agreements,

and Bimergen has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions

of the offering of the Bimergen Interests. Other than as set forth in this Agreement, the Joint Venture Agreement and the other Transaction

Agreements to which it is a party, Bimergen is not relying upon any other information, representation or warranty by any of the Company

or its Affiliates and their Representatives in determining and evaluating the Transactions. Bimergen has consulted to the extent deemed

appropriate by Bimergen with its own and independent advisors as to the financial, tax, accounting, legal and related matters concerning

an investment in the Bimergen Interests and on that basis believes that an investment in the Bimergen Interests is suitable and appropriate

for Bimergen.

Article

REPRESENTATIONS

AND WARRANTIES OF BIMERGEN RELATING TO PROJECT COMPANIES

Bimergen

represents and warrants to the other Parties that, except as set forth in the Disclosure Schedules (which, for the avoidance of doubt,

will be supplemented by the [***] Disclosure Schedules on the [***] Closing Date but solely with respect to the [***]),

the statements contained in this Article V are true

and correct as of the Closing Date.

Section

5.01 Organization and Qualification. Each Project Company (a) is duly organized, validly existing, and in good standing under

the Laws of its jurisdiction of organization, and to the extent required by applicable Laws, the state in which each Project Property

is located, (b) has full power and authority to own, operate, or lease the assets now owned, operated, or leased by it, including

its respective Project Property, and to carry on its business as currently conducted. Each Project Company is duly licensed or qualified

to do business and is in good standing in each jurisdiction in which the Project Property is located and the conduct of its business

makes such licensing or qualification necessary. True and correct copies of the Organizational Documents of each Project Company have

been made available to the Company.

Section

5.02 Ownership of Project Companies.

(a)

Bimergen is the sole record and beneficial owner of all of the Contributed Equity, and upon the Closing of the Transactions, the Company

will own all outstanding Equity Interests of each Project Company, free and clear of Encumbrances, other than restrictions under applicable

state and federal securities Laws. The Contributed Equity constitutes all of the outstanding Equity Interests of the Project Companies.

(b)

The Contributed Equity has been duly authorized and validly issued, is fully paid and nonassessable, is not subject to, and is free and

clear of any and all Encumbrances of any nature whatsoever, other than restrictions under applicable state and federal securities Laws.

With respect to each Project Company, there are no (i) warrants or other rights or Contracts of any character relating to the

issued or unissued Equity Interests, (ii) voting securities or securities convertible, exchangeable or exercisable for Equity

Interests, (iii) equity equivalents, interests in the ownership or earnings, or (iv) voting trusts, voting agreements or

other similar Contracts.

(c)

Except for this Agreement and the Transaction Agreements, none of Bimergen or, to Bimergen’s Knowledge, any other Person that owns

all or any portion of any Contributed Equity, Project Property or Project Company as of the Effective Date has entered into any Contracts

currently in effect pursuant to which such Person has granted any preemptive or similar rights, subscriptions, warrants, calls, Contracts,

rights of first refusal or rights of first offer or options to purchase all or any part of Project Properties or such Person’s

Equity Interest in such Project Company, or other rights whereby any individual or entity has the right to purchase, issue, acquire,

redeem, repurchase or sell all or any part of Project Properties or such Person’s Equity Interest in such Project Company, including

any right of conversion or exchange under any outstanding security or Contract.

(d)

No Project Company has any subsidiaries, nor owns, directly or indirectly, any Equity Interests in any Person.

Section

5.03 Project Properties.

(a)

Each Project Company has good and valid title, as applicable, in fee simple or leasehold to its respective Project Property, free and

clear of all Encumbrances other than Permitted Encumbrances.

(b)

None of Bimergen, any Project Company, or, to Bimergen’s Knowledge, any other Person that owns all or any portion of any Project

Property or any Project Company as of the Effective Date has received written notice of any, and to Bimergen’s Knowledge there

are no, pending or threatened (in writing) condemnation or eminent domain proceedings affecting any of the Project Properties or any

portion thereof.

(c)

None of Bimergen, any Project Company, or, to Bimergen’s Knowledge, any other Person that owns all or any portion of any Project

Property or any Project Company as of the Effective Date has sold or otherwise disposed of or entered into any Contract that remains

in effect providing for the sale of, or option to sell, a Project Property or any Equity Interest in any Project Company, other than

the Transaction Agreements.

(d)

Except as set forth on Section 5.03(d) of the Disclosure Schedules, no Project Company nor Bimergen has received (i) any written

notice, study result, interconnection agreement, or communication from ERCOT, the applicable transmission service provider, or any other

Governmental Authority indicating that the Project is required to fund, reimburse, front, or otherwise bear the costs of the Transmission

Interconnection Facilities, nor (ii) any indication that the Project will be allocated any portion of the Transmission Interconnection

Facilities.

Section

5.04 Environmental Matters.

(a)

Each Project Company is and, in the past three (3) years, has been in compliance in all material respects with all Environmental Laws

and Environmental Permits regarding the relevant Project or Project Property.

(b)

Each Project Company (i) possesses all Environmental Permits currently required for the relevant Project or Project Property,

and all Environmental Permits issued to date are in full force and effect, or (ii) will possess in due course, without material

costs or adverse conditions prior to the time required under Environmental Laws, all Environmental Permits.

(c)

To Bimergen’s Knowledge, there are no environmental conditions, facts or circumstances that could reasonably be expected to prevent

the receipt of any Environmental Permit or result in material delays or costs for the development and operation of the Project.

(d)

No Project Company has received any written, or to Bimergen’s Knowledge, oral notice or Order (i) regarding any actual or

alleged material violation of, or material liability under, Environmental Laws or Environmental Permits or (ii) alleging that

any Project Property or any portion thereof is contaminated with Hazardous Materials in violation of, or requiring investigation or remediation

under, Environmental Laws in any material respect.

(e)

There have, in the past three (3) years, been no pending or, to Bimergen’s Knowledge, threatened in writing Actions arising under

Environmental Laws against any Project Company concerning the Projects or Project Properties.

(f)

No Project Company has released, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, owned

or operated any property or facility contaminated by, or exposed any Person to, any Hazardous Materials, and none of the Project Properties

are contaminated by any Hazardous Materials, in each case which has given or would give rise to liability (contingent or otherwise) for

such Project Company under any Environmental Laws.

(g)

No Project Company has assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any material liability

of any other Person relating to Environmental Laws or Hazardous Materials.

(h)

Bimergen has made available to the Company true, correct and complete copies of all environmental, health and safety audits, assessments,

surveys, studies, reports and other material documents in its or any Project Company’s possession or reasonable control, relating

to each Project Company or any of their current, former, or anticipated operations, properties or facilities (including the Project and

the Project Properties).

Section

5.05 Undisclosed Liabilities. Except as set forth on Section 5.05 of the Disclosure Schedules and except for liabilities arising

under Project Contracts, no Project Company has any liabilities.

Section

5.06 Intellectual Property; Systems and Data Security.

(a)

Section 5.06 of the Disclosure Schedules lists all (i) Intellectual Property registrations and applications and (ii)

material unregistered Intellectual Property, in each of cases (i) and (ii), owned or purported to be owned by any Project

Company and/or relating to the Project Properties (collectively, the “Project IP”). Except as set forth on

Section 5.06 of the Disclosure Schedules, the Project IP includes all Intellectual Property necessary for the operation of each

Project Property as contemplated to be operated by the respective Project Company. Each Project Company exclusively owns all of its Project

IP, free and clear of all Encumbrances, and has adequate, valid and enforceable rights to use all other Intellectual Property used in

connection with the operation of its respective Project Property. None of Bimergen, any Project Company or their Affiliates is bound

by any outstanding judgment, injunction, order, or decree restricting the use of the Project IP, or restricting the licensing thereof

to any Person. With respect to the registered Intellectual Property listed on Section 5.06 of the Disclosure Schedules, (x)

all such Intellectual Property is subsisting, valid and, to Bimergen’s Knowledge, in full force and effect and (y) Bimergen,

the relevant Project Company or one of their Affiliates has paid all maintenance fees and made all filings required to maintain such

Project Company’s ownership thereof. For all applied-for or registered Intellectual Property, Section 5.06 of the Disclosure

Schedules lists (A) the jurisdiction where the application or registration is located, (B) the application or registration

number, (C) the application or registration date, and (D) the registered owner of the application or registration.

(b)

The prior and current use of the Project IP by Bimergen, any Project Company and their Affiliates and the conduct of their business does

not infringe, violate, dilute, or misappropriate (“Infringe”) the Intellectual Property other than patents,

or, to Bimergen’s Knowledge, the patents of any Person, and has not done so, and there are and have been no Actions pending or

threatened by any Person alleging any such Infringement or with respect to the ownership, validity, enforceability, effectiveness, or

use of the Project IP. To Bimergen’s Knowledge, no Person is Infringing any of the Project IP or has done so. None of Bimergen,

any Project Company or any of their Affiliates has threatened or asserted any Action against any Person alleging any such Infringement.

(c)

All Systems owned or used by each Project Company (“Project Systems”) are (i) adequate and sufficient, and

operate as required, for the conduct of their business and (ii) to Bimergen’s Knowledge, free and clear of all bugs, viruses, malware,

defects and other corruptants. Bimergen, each Project Company and their Affiliates have implemented and maintained reasonable measures

to protect the security, integrity and continuous operation of the Project Systems and all data, including personal data, stored thereon

or processed thereby, and there have been no outages or failures, breaches or instances of unauthorized access or disclosure with respect

to same.

Section

5.07 Contracts. Section 5.07 of the Disclosure Schedules lists each Contract that a Project Company is party to (collectively,

“Project Contracts”), and each such Project Contract will be valid and binding on the relevant Project Company,

and to Bimergen’s Knowledge the other parties thereto, in accordance with its terms and is in full force and effect. No Project

Company or, to Bimergen’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of

or default under), or has provided or received any notice of any intention to terminate, any Project Contract. There are no renegotiations

of, or attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable by or to Bimergen, any Project

Company or their Affiliates under any Project Contract, and to Bimergen’s Knowledge no written demand for such renegotiation has

been made. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of

default under any Project Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any

right or obligation or the loss of benefit thereunder. There are no disputes pending or, to Bimergen’s Knowledge, threatened under

any Project Contract. The consummation of the Transactions will not conflict with, or result in (with or without notice or lapse of time

or both), any material violation of, or default under, or give rise to a right of termination, acceleration, or modification of any obligation

or loss of any benefit under any Project Contract. Complete and correct copies of each Project Contract, including all amendments, have

been provided or made available to the Company.

Section

5.08 Permits. Section 5.08 of the Disclosure Schedules lists all Permits (including Environmental Permits) (a) currently

held by each Project Company (“Existing Permits”), or (b) that each Project Company is required to hold

(“Additional Permits”) for the conduct of the business or the ownership, lease, development, construction,

installation or operation of the Project or Project Properties as contemplated as of the Closing Date. The Existing Permits listed in

Section 5.08 of the Disclosure Schedules are valid and in full force and effect. All fees and charges with respect to the Existing

Permits listed in Section 5.08 of the Disclosure Schedules have been paid in full. No event has occurred that, with or without

notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse, or limitation of any Existing

Permit listed in Section 5.08 of the Disclosure Schedules.

Section

5.09 Compliance with Laws.

(a)

Each Project Company has complied, and is in material compliance with, all applicable Laws, and no proceeding is pending or, to Bimergen’s

Knowledge, threatened, alleging any material failure to so comply. No Project Company nor Bimergen has received any written, or to Bimergen’s

Knowledge, oral notice, order or complaint from any individual or Governmental Authority alleging that such Project Company or Project

Property is not in compliance with applicable Laws.

(b)

Bimergen, and to Bimergen’s Knowledge, each Project Company, is not and in the last 5 years has not been (i) in violation

of any applicable anti money-laundering or anti-bribery laws and regulations, (ii) a Person who is the target of any economic

sanctions enforced or administered by the United States (including any Person listed on the Specially Designated Nationals and Blocked

Persons list maintained by the Office of Foreign Assets Control, Department of the Treasury and/or on any other list of terrorists or

terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to the requirements of Executive

Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and other similar requirements contained in the rules and regulations of OFAC and

in any enabling legislation or other executive orders or regulations in respect thereof (“Lists”)), the United

Kingdom, or the European Union or any of its member states (collectively, “Sanctions”); (iii) a Person

who has been determined by competent authority to be subject to any Sanctions; or (iv) owned or controlled by, or acts for or

on behalf of, any Person on the Lists or any other person or entity who has been determined by competent authority to be subject to any

Sanctions. To Bimergen’s Knowledge, the operations of Bimergen (with respect to the Project) and each Project Company have been

conducted at all times in all material respects in compliance with applicable Sanctions and financial recordkeeping and reporting requirements

of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended,

and all money laundering-related laws of other jurisdictions where Bimergen or any Project Company conducts business or owns assets.

Section

5.10 Legal Proceedings. There have been no Actions of any nature pending or, to Bimergen’s Knowledge, threatened against or

by any Project Company or the Project Properties in the last three years. To Bimergen’s Knowledge, no event has occurred or circumstances

exist that could reasonably be expected to give rise to, or serve as a basis for, any such Action.

Section

5.11 ERISA. The Project Companies do not, and do not have any obligation to, maintain, administer, contribute to or have, nor could

they have, any liability with respect to any employee benefit plan. The Project Companies do not sponsor or maintain nor have any current

or contingent liability or obligation under or with respect to (a) any “defined benefit pension plan” (as defined

in Section 3(35) of ERISA) or any other plan, program or arrangement that is subject to Title IV of ERISA or Section 412 of the Code,

(b) any “multiemployer plan” as defined in ERISA Section 3(37) or ERISA Section 4001(a)(3), (c) any “multiple

employer plan” (as defined in Section 413(c) of the Code), or (d) any “multiple employer welfare arrangement”

(as defined in Section 3(40) of ERISA).

Section

5.12 Labor. No Project Company (a) has, and has never had, any employees and (b) is party to any employee agreement.

No Project Company is, and has not been, party to, bound by or negotiating any collective bargaining agreement or other similar agreement

with any trade or labor union or labor organization, works council, employee association, or other bargaining unit representative.

Section

5.13 Affiliate Contracts. No officer, manager, equityholder or Affiliate of Bimergen or any Project Company or any relative of such

an officer, manager, equityholder or Affiliate of Bimergen or any Project Company has any Contract with any Project Company, or any interest

in any property (real, personal or mixed, tangible or intangible), except solely as an equityholder at or prior to Closing. The Project

Companies have no liabilities to Bimergen or any employee or officer of Bimergen or such Project Company (or any of their respective

Affiliates), except for any amounts that will be satisfied prior to Closing. Except with respect to any amounts to be repaid at or prior

to the Closing, neither Bimergen, nor any employee or officer of Bimergen or any of their respective Affiliates has any liability for

any indebtedness owing to such Project Company.

Section

5.14 Taxes. Each Project Company has duly and timely filed, or caused to be duly and timely filed on its behalf, all Tax Returns

required to be filed by it. All such Tax Returns are true, correct and complete in all material respects. All Taxes owed by any Project

Company have been timely paid in full. No dispute, audit, investigation, examination, proceeding or claim by any Taxing Authority concerning

any Tax liability of any Project Company is currently in progress or has been threatened or contemplated. No assessment of Tax has been

proposed in writing against any Project Company or its assets or properties. No Project Company has waived any statute of limitations

in respect of Taxes or agreed to an extension of time with respect to a Tax assessment or deficiency.

Article

REPRESENTATIONS

AND WARRANTIES OF THE COMPANY

The

Company represents and warrants to Bimergen that the statements contained in this Article VI are true and correct.

Section

6.01 Organization. The Company is a limited liability company duly organized, validly existing, and in good standing under the Laws

of the state of Delaware. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which

the conduct of its business makes such licensing or qualification necessary.

Section

6.02 Capitalization. At the Closing, all of the authorized and outstanding interests in the Company consists of the 75 limited liability

company interests designated as “Class B Units” to be issued to Bimergen, and the 925 limited liability company interests

designated as “Class A Units” issued to Frontier, in accordance with the terms hereof, and all of which will be duly authorized,

validly issued, free and clear of all Encumbrances other than as may be imposed by the Joint Venture Agreement or applicable securities

Laws, and not issued in violation of any preemptive rights, rights of first refusal or offer or similar rights.

Section

6.03 Authority and Enforceability. The Company has full power and authority to enter into the Transaction Agreements to which it

is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

The execution, delivery, and performance by the Company of the Transaction Agreements to which it is a party and the consummation of

the transactions contemplated hereby and thereby have been duly authorized by all requisite entity action on the part of the Company

and, if required, their Affiliates. This Agreement and the other Transaction Agreements to which it is a party have been duly executed

and delivered by the Company, and (assuming due authorization, execution, and delivery by the other parties thereto) constitute legal,

valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as may be limited

by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of

creditors’ rights generally or by general principles of equity.

Section

6.04 No Conflicts; Consents. The execution, delivery, and performance by the Company of the Transaction Agreements to which it is

a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict

with its Organizational Documents, (b) violate or conflict with any applicable Law or order of any Governmental Authority, or

(c) materially conflict with, or result in (with or without notice or lapse of time or both) any material violation of, or default

under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under any material

Contract or other instrument to which the Company is a party. No consent, approval, waiver, or authorization is required to be obtained

by the Company from any Person (including any Governmental Authority) in connection with the execution, delivery, and performance by

the Company of the Transaction Agreements to which they are party and the consummation of the transactions contemplated hereby or thereby,

except such consents, approvals, waivers, or authorizations which would not, individually or in the aggregate, have a material adverse

effect on the Company’s ability to consummate the transactions contemplated hereby or under the other Transaction Agreements to

which they are party on a timely basis.

Section

6.05 Legal Proceedings. There is no Action of any nature pending or, to the Company’s Knowledge, threatened against or by the

Company or its Affiliates that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by the Transaction

Agreements to which the Company is a party. To the Company’s Knowledge, no event has occurred or circumstances exist that may give

rise to, or serve as a basis for, any such Action.

Section

6.06 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in

connection with the transactions contemplated by the Transaction Agreements based upon arrangements made by or on behalf of the Company

or any of its Affiliates.

Article

VII

COVENANTS

Section

7.01 Public Announcements. No Party shall cause the publication of any press release or public announcement regarding this Agreement

or the transactions contemplated hereby without the prior written consent of the other Parties (which consent shall not be unreasonably

withheld or delayed), except as may be required by applicable Law or stock exchange requirements, in which case the party required to

publish such press release or public announcement shall allow the other Parties a reasonable opportunity to comment on such press release

or public announcement in advance of such publication, to the extent practicable; provided, however, that the Company

may, without such prior consent, (a) issue or cause publication of any such press release or public announcement to the extent

that the Company reasonably determines, after consultation with outside legal counsel, such action to be required by Law or by the rules

of any applicable self-regulatory organization, in which event the Company shall to the extent practicable allow Bimergen reasonable

time to comment on such press release or public announcement in advance of its issuance and (b) disclose this Agreement or the

details of the Transactions to its investors or limited partners as part of the Company’s or its Affiliate’s fundraising,

marketing, information or reporting activities in the ordinary course of business, including disclosure to current and potential investors

in funds managed or advised by, or which in the future may be managed or advised by, such Persons so long as such Persons are subject

to the existence of customary contractual confidentiality obligations with respect thereto.

Section

7.02 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including

any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and

paid by each Party on a 50/50 basis, when due. Each Party shall, at its own expense, timely file any Tax Return or other document with

respect to such taxes or fees (and Company shall cooperate with respect thereto as necessary).

Section

7.03 Further Assurances. Following the Closing, each of the Parties shall execute and deliver such additional documents, instruments,

conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect

to the transactions contemplated by this Agreement and the documents to be delivered hereunder.

Article

VIII

INDEMNIFICATION

Section

8.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein

shall survive the Closing and shall remain in full force and effect until the date that is three years from the Closing Date; provided

that the Bimergen Fundamental Representations and the Company Fundamental Representations shall survive indefinitely. All covenants

and agreements of the Parties contained herein shall survive the Closing until the date that is 90 days following expiration of the applicable

statute of limitations in respect of the performance of such covenants (each, a “Survival Date”). Notwithstanding

the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice

from the non-breaching party to the breaching party before the expiration date of the applicable survival period shall not thereafter

be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Section

8.02 Indemnification by Bimergen. Subject to the other terms and conditions of this Article VIII, Bimergen shall indemnify

and defend each of the Company Indemnified Parties against, and shall hold each of them harmless from and against, and shall pay and

reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, any of them based upon, arising out of, with

respect to, or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of Bimergen contained in this Agreement, any Ancillary Agreement,

or any certificate delivered by or on behalf of Bimergen or any Project Company pursuant to this Agreement;

(b)

any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Bimergen pursuant to this Agreement, any Ancillary

Agreement, or any certificate delivered by or on behalf of Bimergen or any Project Company pursuant to this Agreement;

(c)

Transaction Expenses; and

(d)

Pre-Closing Taxes.

Section

8.03 Indemnification by the Company. Subject to the other terms and conditions of this Article VIII, the Company shall indemnify

and defend each of the Bimergen Indemnified Parties against, and shall hold each of them harmless from and against, and shall pay and

reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, any of them based upon, arising out of, with

respect to, or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or any certificate

delivered by or on behalf of the Company pursuant to this Agreement; and

(b)

any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Company pursuant to this Agreement or

any certificate delivered by or on behalf of the Company pursuant to this Agreement.

Section

8.04 Limitations on Indemnities. Except for Losses that arise out of or relate to (A) fraud or (B) breach of or inaccuracy

of any Company Fundamental Representations, Section 5.04 (Environmental Matters), Section 5.14 (Taxes) or

Bimergen Fundamental Representations, the indemnification provided for in Section 8.02 and Section 8.03 shall be subject

to the following limitations:

(a)

Bimergen shall not be liable to the Company Indemnified Parties for indemnification under Section 8.02(a) until the aggregate

amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $300,000 (the “Basket”),

in which event Bimergen shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all

Losses for which Bimergen shall be liable pursuant to Section 8.02(a) shall not exceed $2,500,000 (the “Cap”).

(b)

The Company shall not be liable to the Bimergen Indemnified Parties for indemnification under Section 8.03 until the aggregate

amount of all Losses in respect of indemnification under Section 8.03(a) exceeds an amount equal to the Basket, in which event

the Company shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which

the Company shall be liable pursuant to Section 8.03(a) shall not exceed the Cap.

(c)

For purposes of the indemnification obligations under this Article VIII, if it is determined that there has been an inaccuracy,

misrepresentation or breach of a representation and warranty set forth in this Agreement (whether by written agreement of the applicable

Parties or final determination, without any further right of appeal, of a court of competent jurisdiction), when determining the amount

of Losses resulting from or arising therefrom, any qualifications in such representations and warranties of “material,” “materiality,”

“material respects,” “material adverse effect” or words of similar import or effect shall be deemed to have been

made without such qualification.

(d)

Any amount payable under this Article VIII by an Indemnifying Party to an Indemnified Party shall be net of any amounts actually

recovered by such Indemnified Party under applicable insurance policies in respect of such claim (after taking into account any deductibles,

copayments or other cost sharing arrangements) or from third parties pursuant to any rights to indemnification or contribution (or other

similar rights) with respect thereto, in each case net of all costs and expenses reasonably incurred by the Indemnified Party in recovering

such proceeds from such third party. The Indemnified Party shall not be entitled to duplicate recoveries for Losses arising out of a

single set of related facts (it being the intent of the Parties to avoid “double-counting”).

(e)

If a Party does not deliver a Claim Notice on or before the applicable Survival Date, then such Party shall be deemed to have waived

all of its rights to seek any indemnification for such claim under this Agreement.

Section

8.05 Indemnification Procedures.

(a)

Each Indemnified Party shall promptly notify the Indemnifying Party in writing (a “Claim Notice”) of any claim,

notice, complaint, demand, arbitration, investigation, proceeding, legal action or similar action asserted, made, brought, threatened

by or payable to a third party that is not a Party or an Affiliate of a Party (a “Third Party Claim”) made

with respect to a Loss subject to indemnification hereunder, which Claim Notice shall describe in reasonable detail the nature of the

Third Party Claim (including the amount of (or, if not finally determined, a good faith estimate of) the Losses being incurred by, or

imposed upon, the Indemnified Party) and a copy of all papers served with respect to such Third Party Claim (if any) and the basis of

the Indemnified Party’s request for indemnification under this Article VIII. Failure by the Indemnified Party to timely

provide such Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent

that the Indemnifying Party, or its ability to defend the applicable claim, is actually and materially prejudiced thereby.

(b)

The Indemnifying Party has the right to defend the Indemnified Party against any Third Party Claim which is the subject of indemnification

pursuant to this Article VIII. The Indemnifying Party will notify the Indemnified Party within 10 Business Days after having received

any Claim Notice with respect to whether or not it is exercising its right to defend the Indemnified Party against the Third Party Claim.

If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party

Claim, then the Indemnifying Party has the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (which

counsel shall be subject to the approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed),

by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this

Section 8.05(b); provided, however, if the Indemnified Party is advised by a reputable law firm that

a reasonable likelihood exists of conflicts of interest between the Indemnified Party and the Indemnifying Party, including situations

in which there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available

to the Indemnifying Party, then, in each such case, the Indemnified Party has the right to retain its own counsel, at the Indemnifying

Party’s sole cost and expense (provided, that such costs and expenses are reasonable and documented) and control

its own interest in the claim. Subject to the proviso in the immediately preceding sentence, the Indemnifying Party has full control

of such defense and proceedings; provided, however, that the Indemnifying Party shall not enter into any

compromise or settlement of any Third Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably

withheld, conditioned or delayed). If the Indemnifying Party elects to defend the Indemnified Party against any Third Party Claim pursuant

to this Section 8.05(b), the Indemnified Party may participate in, but not control, any defense or settlement of any Third Party

Claim Controlled by the Indemnifying Party pursuant to this Section 8.05(b), and the Indemnified Party shall bear its own costs

and expenses with respect to such participation. If the Indemnifying Party does not elect to defend the applicable Indemnified Party

against a given Third Party Claim consistent with the above procedure, then the Indemnified Party may control the defense of such Third

Party Claim with counsel of its choosing, and the Indemnifying Party shall be liable for the reasonable and documented out-of-pocket

fees and expenses of such defense to the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case may be, that

is controlling such defense shall keep the other Party reasonably advised of the status of such Third Party Claim and the defense thereof.

(c)

If requested by the Indemnifying Party, the Indemnified Party agrees, at the Indemnifying Party’s sole cost and expense, to reasonably

cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest,

including providing reasonable access to necessary and relevant documents, records and information, but in all cases excluding any confidential

or proprietary information of the Indemnified Party or its Affiliates. In addition, the Indemnified Party will use commercially reasonable

efforts to make its personnel available for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably required

by the Indemnifying Party.

(d)

Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VIII, the Indemnifying

Party shall satisfy its obligations within 10 Business Days of such final, non-appealable adjudication by wire transfer of immediately

available funds. The Parties agree that should an Indemnifying Party not make full payment of any such obligations within such 10 Business

Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable

adjudication to the date such payment has been made at a rate per annum equal to the prime rate, as published by the Wall Street Journal

(or any successor publication) from time to time, calculated daily on the basis of a 365/366 day year and the actual number of days elapsed.

Section

8.06 Exclusive Remedies. Subject to Section 9.13, the Parties acknowledge and agree that their sole and exclusive remedy with

respect to any and all claims (other than claims arising from fraud, criminal activity, or willful misconduct on the part of a Party

in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement,

or obligation set forth in this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII.

Nothing in this Section 8.06 shall limit any Person’s right to any equitable relief to which any Person shall be entitled

to any remedy on account of any Party’s fraud, criminal activity, or willful misconduct.

Article

MISCELLANEOUS

Section

9.01 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and

shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received

by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or

email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business

Day if sent after normal business hours of the recipient; or (d) on the earlier of the actual receipt or 5 days after the date

mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective

parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this

Section 9.01):

to Bimergen:

Emergen

Energy LLC

895

Dove Street, Suite 300

Newport

Beach, CA 92660

Attention:

Cole W. Johnson

E-mail:

[***]

with

a copy to:

Norton

Rose Fulbright US LLP

799

9th Street NW, Suite 1000

Washington,

DC 20001-4501

Attention:

[***]

E-mail:

[***]

to the Company:

[***]

Email:

[***]

and

c/o

[***]

Attention:

[***]

Email:

[***]

with

a copy to:

Simpson

Thacher & Bartlett LLP

425

Lexington Ave

New

York, NY 10017

Attention:

[***]

E-mail:

[***]

Section

9.02 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including”

shall be deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; and (c)

the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to

this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to Articles, Sections, Disclosure Schedules,

and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (ii) to an agreement,

instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to

time to the extent permitted by the provisions thereof, and (iii) to a statute means such statute as amended from time to time and includes

any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any

presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be

drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement

to the same extent as if they were set forth verbatim herein.

Section

9.03 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section

9.04 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity,

illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable

such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable,

the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible

in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest

extent possible.

Section

9.05 Entire Agreement. This Agreement and the other Transaction Agreements constitute the sole and entire agreement of the parties

with respect to their subject matter, and supersede all prior and contemporaneous understandings and agreements, both written and oral,

with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those

in any other Transaction Agreement or the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure

Schedules), the statements in the body of this Agreement will control.

Section

9.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective

successors and permitted assigns. No Party may assign its rights or obligations hereunder, including by operation of law, without the

prior written consent of the other parties. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section

9.07 No Third-Party Beneficiaries. Except as provided in Article VIII, Section 9.14, or Section 9.15, this Agreement

is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein or in any other Transaction

Agreements, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy

of any nature whatsoever under or by reason of this Agreement or any other Transaction Agreement. Notwithstanding the foregoing and subject

to Section 9.08, the Parties reserve their right to vary or rescind at any time and in any way the rights, if any, granted under

this Agreement to any other Person not a Party, including any indemnified Person under Article VIII, without notice to or consent

of such other Person.

Section

9.08 Amendment and Modification. This Agreement, including any Exhibit or Disclosure Schedule, may only be amended, modified, or

supplemented by an agreement in writing signed by each Party.

Section

9.09 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and

signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or

default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or

after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement

shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege

hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section

9.10 Governing Law. This Agreement (and any claims, causes of action, or disputes that may be based upon, arise out of, or relate

to the transactions contemplated hereby, to the negotiation, execution, or performance hereof, or to the inducement of any Party to enter

herein, whether for breach of contract, tortious conduct, or otherwise, and whether predicated on common law, statute, or otherwise)

shall in all respects be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect

to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Section

9.11 Submission to Jurisdiction. Each of the Parties hereby submits to the exclusive jurisdiction of the Delaware Chancery Court

(or if such court shall be unavailable, any federal court sitting in Delaware), and, in each case, appellate courts therefrom, over any

suit, action or proceeding against it arising out of or based upon this Agreement. Each of the Parties hereby waives any objection to

any related proceeding in such courts whether on the grounds of venue, residence or domicile or on the ground that the related proceeding

has been brought in an inconvenient forum.

Section

9.12 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE DIRECTLY OR INDIRECTLY OUT OF

OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE,

EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING

DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES

THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,

(C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,

THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.12.

Section

9.13 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement or any Ancillary

Agreement were not performed in accordance with the terms hereof or thereof, and that the parties shall be entitled to specific performance

of the terms hereof and thereof, in addition to any other remedy to which they are entitled at law or in equity. Each Party (a)

agrees that it shall not oppose the granting of such specific performance or relief and (b) hereby irrevocably waives any requirement

for the security or posting of any bond in connection with such relief.

Section

9.14 No Recourse. This Agreement may only be enforced against, and any claim, action, suit, or other legal proceeding based upon,

arising out of, or related to this Agreement, or the negotiation, execution, or performance of this Agreement, may only be brought against

the entities that are expressly named as Parties (each, a “Contracting Party”), and then only with respect

to the specific obligations set forth herein with respect to such Party, and no past, present or future incorporator, manager, partner,

direct or indirect investors, Affiliate or other Representative of any Party or of any Affiliate of any Party, or any of their successors

or permitted assigns (collectively, “Nonparty Affiliates”), shall have any liability for any obligations or

liabilities of any Party under this Agreement or for any claim or action based on, in respect of or by reason of the Transactions. Without

limiting the foregoing, to the maximum extent permitted by Law, (a) with respect to disputes under or arising out of this Agreement,

each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available

at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability

of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality,

alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (b) each

Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation

or warranty made in, in connection with, or as an inducement to enter into, this Agreement. Each of the Nonparty Affiliates is an intended

third-party beneficiary of this Section 9.14.

Section

9.15 Release. Effective as of the Closing, Bimergen, on behalf of itself and its respective officers, directors and equityholders

(the “Releasing Parties”), hereby unconditionally and irrevocably and forever releases and discharges each

Project Company and the Company and their respective Affiliates and Representatives, and each of their respective members, general or

limited partners, successors or assignees and any present or former directors, managers, officers, employees or agents of such Person

(each, a “Released Party”), of and from any and all claims, debts, losses, expenses, proceedings, covenants,

liabilities, suits, judgments, damages, actions and causes of action, obligations, accounts, and liabilities of any kind whether in Law

or in equity which the Releasing Parties may have against each of the Released Parties, now or in the future, in each case, in respect

of any cause, matter or thing relating to any of the Released Parties occurring or arising on or prior to the Closing Date in connection

with Bimergen’s ownership and operation of each Project Company in each case other than in respect of (i) fraud and (ii) the rights,

obligations and remedies of the Parties under this Agreement or any other Transaction Agreements. This Section 9.15 is intended

for the benefit of, and may be enforced directly by, each of the Released Parties, and shall be binding on all successors and permitted

assigns of the Releasing Parties.

Section

9.16 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together

shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic

transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section

9.17 Conflicts with Joint Venture Agreement. The Parties agree that after the Closing, to the extent there is any conflict between

the provisions of this Agreement and the Joint Venture Agreement, the terms of the Joint Venture Agreement shall control the rights and

obligations of the Parties.

[SIGNATURE

PAGE FOLLOWS]

WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers

thereunto duly authorized.

FPU-BEC

DEVELOPMENT TOPCO, LLC

/s/

Jake Hansen

Name:

Jake

Hansen

Title:

President

EMERGEN

ENERGY LLC

/s/

Cole W. Johnson

Name:

Cole

W. Johnson

Title:

Co-CEO

[Signature

Page to Contribution Agreement]

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit 10.2

JOINT

DEVELOPMENT AGREEMENT

This

Joint Development Agreement (“Agreement”), dated as of May 21, 2026 (the “Effective Date”), is

entered into by and between FPU-BEC Development Topco, LLC a Delaware limited liability company (the “Project Company”),

and Emergen Energy LLC, a Delaware limited liability company (“Bimergen”). Project Company and Bimergen may be referred

individually as the “Party,” or collectively as the “Parties.”

Background

Bimergen has expertise in the development of large, critical, and complex infrastructure projects throughout Texas.

Upon the consummation of the transactions contemplated under that certain Contribution Agreement, dated as of the date hereof, by and

among the Project Company and Bimergen (the “Contribution Agreement”), Project Company owns certain utility-scale

battery energy storage systems in ERCOT, including (a) the 100 MW Red Bird Project, (b) the approximately 10 MW [***]

and (c) the 10 MW [***] (collectively the “Existing Portfolio”) and is in the business of developing

additional utility-scale battery energy storage systems.

Bimergen and FPU Development Member, LLC, a Delaware limited liability company (“Frontier”) are parties to the Amended

and Restated Limited Liability Company Agreement of the Project Company (the “LLCA”), and capitalized terms used but

not otherwise defined herein shall have the meanings ascribed to such terms in the LLCA.

The Parties desire to enter into this Agreement for purposes of developing the Existing Portfolio and cooperating in the joint identification,

development, and commercialization of energy infrastructure storage projects with durations of 4 hours or greater per project (such projects,

“New Projects”, and upon acceptance by the Project Company, New Projects and the Existing Portfolio are collectively

hereinafter referred to as the “Projects”).

Terms

and Conditions

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally

bound, each Party hereby agrees to the following:

Project Development:

(a)

Joint Development: The Parties will use their commercially reasonable efforts to collaborate and work together in good

faith (the “Joint Development”) as follows: Bimergen or its Affiliates shall identify Projects and shall provide services,

as set forth on Exhibit A, to accomplish, and assist the Project Company to accomplish, the success criteria as set forth on Exhibit

A (the criteria, schedule, timeline, and milestones as set forth on Exhibit A are collectively hereinafter referred to as

the “Milestones”). Bimergen shall not continue to develop the projects or take actions in respect of the Projects

(including in respect of the services set forth on Exhibit A) without the Project Company’s prior written consent.

(b)

Payments: The Project Company shall pay to Bimergen (i) within 10 business days from the date hereof, $2,500,000

by wire transfer in immediately available funds for its work to date in respect of the Redbird Project and (ii) within 10 business

days from the date of satisfaction of the Milestones set forth on Exhibit A (as reasonably determined by the Project Company)

in respect of each Project, the Project Company shall pay to Bimergen the amount set forth in Exhibit A in respect to each Project;

provided, that the payments with respect to the [***] and the [***] shall be made no later than July 15, 2026, even

if the conditions for such Projects have not been met; provided, further that, notwithstanding anything to the contrary

herein, the payment with respect to the Crosby Project shall only be payable if the Project Company acquires the [***] pursuant

to the terms of the Contribution Agreement.

(c)

Nothing in this Agreement shall be in any event construed or interpreted as preventing either Party from working with any third party

on matters outside the scope of the Joint Development.

Project Origination Payments: Bimergen shall be entitled to payments for originating Projects as follows:

(a)

Payments for Projects Originated by Bimergen or Affiliates (as defined herein):

(i)

[***].

(b)

Milestone Payments for Projects Originated by Third Party Developer:

(i)

[***].

Termination:

(a)

The Parties may terminate this Agreement by mutual written agreement.

(b)

Either Party may terminate this Agreement by written notice if the other Party shall have failed to perform or comply in any respect

with any material term, condition, or covenant under this Agreement and, after receipt of written notice from the non-defaulting Party

identifying the failure to perform or comply and demanding cure, has failed to cure such breach within sixty (60) days or, if such failure

cannot reasonably be corrected within sixty (60) days, within such longer period (not to exceed one hundred and twenty (120) days) as

may reasonably be required to correct such failure.

(c)

For sake of clarification, any termination of this Agreement in accordance with this Section shall not in any way terminate or otherwise

affect any MSA, any LTSA, or any other agreements entered into by and between the Parties or their Affiliates prior to the effective

date of such termination, except as specifically set forth in such agreements. “Affiliate” or “Affiliates”

shall mean any corporate entity that controls, is controlled by, or is under common control with a Party, or a corporate entity that

has a common controlling owner with a Party, in each case where “control” means ownership, directly or indirectly, in an

entity of more than fifty percent (50%) of the voting interest of such corporate entity.

Representations and Warranties: Each Party represents and warrants to the other Party as follows as of the Effective Date:

(a)

such Party is duly formed, validly existing, and in good standing under the applicable law of the state of such Party’s formation;

(b)

such Party is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for

purposes of this Agreement, except where failure to be so qualified, in the aggregate would not reasonably be expected to adversely affect

its ability to perform its obligations under this Agreement or any of the Projects;

(c)

such Party is not in violation of any applicable law, rule or regulation, or any judgment entered by any governmental, regulatory, or

quasi-governmental authority which violations, individually or in the aggregate, would adversely affect such Party’s performance

of any obligations under this Agreement;

(d)

such Party has obtained all licenses, authorizations, approvals, consents, or permits required by applicable law to conduct its business

generally and to enter into and perform its obligations under this Agreement; and

(e)

the execution, delivery and performance by such Party of this Agreement do not conflict with and will not result in a breach or violation

of any Applicable Law, contract or instrument to which such Party is a party or is bound.

Compliance with Applicable Law: Each Party covenants, warrants and represents to the other Party that its activities in

performance of or in connection with this Agreement shall comply with all applicable laws, rules, and regulations in performing its respective

obligations arising under this Agreement. Each Party shall ensure that such Party and each of its Affiliates, and directors, members,

managers, officers, employees, agents, representatives, legal counsel, accountants, financial advisors, lenders, consultants, and other

representatives of such Party and of its Affiliates (collectively, “Representatives”) fully comply with any and all

applicable anti-bribery, anti-corruption, anti-terrorism, economic sanctions and anti-money laundering applicable laws, rules and/or

regulations, including international anti-corruption conventions such as the United Nations Convention Against Bribery, and the United

States Foreign Corrupt Practices Act, and in each case, any applicable implementing legislation, with respect to their respective obligations

under this Agreement.

Indemnification:

(a)

General: Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party,

and employees, agents and assigns (the “Indemnified Party”) from and against all claims, suits, causes of action,

losses, liabilities, liens, damages, assessments, costs, expenses, demands, complaints or actions including but not limited to reasonable

attorneys’ fees and court costs (collectively, “Claims”) of third parties arising out of or related to: (i)

death, personal injury, or property damage of third parties, and (ii) violations by the Indemnifying Party or any person for whom

the Indemnifying Party is responsible of any applicable laws, rules and/or regulations; in each case to the extent arising from the Indemnifying

Party’s or its Representative’s negligence, willful misconduct, or breach of this Agreement. For sake of clarification, if

both Parties are negligent or otherwise at fault or strictly liable without fault, then the obligations of indemnification under this

Section shall continue, but the Indemnifying Party shall indemnify the Indemnified Party only for the percentage of responsibility for

the damage or injuries attributable to the Indemnifying Party.

(b)

Survival: The indemnities set forth in this Section shall apply only to individual Projects, and shall expire and no longer

be in effect with respect to any individual Project for a period of twelve (12) months following the earliest to occur of (i)

the date on which a notice to proceed is issued with respect to the Project under the engineering, procurement and construction arrangement

for the Project, (ii) the date on which physical construction activities begin on the Project site, and (iii) the date

upon which the construction phase in the real property documents commences with respect to such Project.

Limitations of Liability:

(a)

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, RULES AND REGULATIONS, IN NO EVENT WILL EITHER PARTY, ANY OF ITS AFFILIATES OR

REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, COLLATERAL, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, OR ENHANCED

DAMAGES, ANY DAMAGES RELATED TO BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF USE, LOSS OF REVENUE, LOSS OF SAVINGS, LOSS OF PROFIT,

LOSS OF INTEREST, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, LOSS OF MARKET SHARE, DIMINUTION IN VALUE, COST OF CAPITAL, COSTS OF REPLACEMENT

OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, LOSS OF POWER, VOLTAGE IRREGULARITIES OR FREQUENCY FLUCTUATION, AND/OR

FOR ANY TYPE OF OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH

DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF

ANY PREVIOUSLY AGREED OR OTHER REMEDY. The maximum aggregate liability of ANY PARTY under this

Agreement on aNY given date shall not exceed an amount equal to any amounts paid hereunder in the preceding 6 months.

(b)

SUBJECT TO THE FOREGOING, ANY CLAIM BY EITHER PARTY FOR BREACH, DAMAGES, AND/OR INDEMNIFICATION MUST BE MADE IN WRITING WITHIN TWELVE

(12) MONTHS AFTER THE EARLIER TO OCCUR OF: (I) SUCH PARTY HAVING OBTAINED KNOWLEDGE OF SUCH CLAIM, OR (II) THE EXPIRATION OR TERMINATION

OF THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, RULES AND/OR REGULATIONS, EACH PARTY HEREBY WAIVES ANY RIGHT TO

COMMENCE ANY CLAIM OR ACTION AFTER SUCH TWELVE (12) MONTH PERIOD.

(c)

ALL OF THE FOREGOING LIMITATIONS SHALL APPLY WHETHER

EITHER PARTY’S CLAIM ARISES FROM BREACH OF CONTRACT, GUARANTY, BREACH OF WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, STRICT

LIABILITY, INDEMNITY, INFRINGEMENT, ENFORCEMENT ACTION, OR ANY OTHER LEGAL BASIS OR EQUITY THEORY.

(d)

Survival: The limitations of liability set forth in this Section shall survive the termination or expiration of this Agreement.

Excuses for Nonperformance: Neither Party shall be liable for any delay in performance or nonperformance of its respective

obligations under this Agreement to the extent caused, wholly or in part, by any circumstances beyond such Party’s reasonable control,

including the following circumstances, which unless clearly demonstrated to the contrary, are considered beyond such affected party’s

reasonable control: (i) acts of God, including, but not limited to, severe or other inclement weather, dust or sandstorms, or

earthquakes; (ii) epidemic, pandemic, quarantine, war, riot, terrorism, insurrection, sabotage, blockade, embargo, fire, explosion,

flood, accident, (iii) acts or inaction of any governmental, regulatory, or quasi-governmental authority and court decrees; provided,

that none of the above circumstances shall relieve a Party from liability for an obligation which arose before the occurrence of that

circumstance, nor relieve any Party’s obligation to pay money in a timely manner which may be due and owing under this Agreement;

provided, further, such Party shall give to other Party prompt notice of that force majeure with reasonable

particularity and, in so far as known, the probable extent to which it will be unable to perform or be delayed in performing that obligation,

whereupon that obligation of the Party giving the notice will be suspended to the extent that, by reason of the force majeure, it is

not able to perform its obligations under this Agreement, but not longer than its continuance.

Notices:

(a)

All notices, requests, demands, claims, and other communications made under this Agreement shall be in writing and be deemed duly given:

(i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable

overnight courier service or verified delivery by certified or registered mail to the address listed below, or (iii) immediately

after being sent to the recipient by electronic mail (excluding any “bounceback” or notice of out-of-office or non-delivery

is received):

If to the Project Company, then:

[***]

E-mail:

[***]

and

[***]

E-mail:

[***]

With

a copy to:

Simpson

Thacher & Bartlett LLP

425

Lexington Ave

New

York, NY 10017

Attention:

[***]

E-mail:

[***]

If to Bimergen, then:

Bimergen

Energy Corporation

895

Dove Street

Suite

300

Newport

Beach, CA 92660

Attn.:

Cole W. Johnson

With

a copy to:

Bimergen

Energy Corporation

895

Dove Street

Suite

300

Newport

Beach, CA 92660

Attn.:

Clay J. Johnson

(b)

Either Party may change its address listed above by providing written notice to the other Party of such change.

10.

Nature of Relationship: Except as otherwise expressly set forth in this Agreement, nothing in this Agreement or otherwise

shall create or imply any joint venture, partnership, or other relationship between the Parties. Nothing contained in this Agreement

shall be construed or interpreted as requiring any Party to enter into any further agreement regarding the Joint Development.

11.

Definitions and Headings: Unless otherwise expressly noted, all references (if any) in this Agreement to: (a) “Section”

shall mean, with respect to such reference, each such section or subsection of this Agreement, and (b) “Attachment”

shall mean, with respect to any such reference, each such schedule or exhibit attached to this Agreement. The headings of any section

or paragraph of this Agreement are for convenience of reference only and shall not be used to interpret any provision of this Agreement.

12.

Non-Waiver: No failure, delay, or course of dealing by any Party in exercising any right, power or privilege under this

Agreement shall constitute a waiver of such right, power or privilege, nor shall any single or partial exercise of such right, power

or privilege preclude any other or further exercise of such right, power or privilege or the exercise of any right, power or privilege

hereunder. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and signed

by an authorized Representative of the Party waiving its right.

13.

No Third-Party Beneficiaries: Except for indemnification obligations, the terms and provisions of this Agreement shall

be for the sole benefit of the Parties and their respective successors and permitted assigns. The terms, conditions and covenants of

this Agreement shall be binding upon each Party, and each of its respective successors, and is for the benefit of each such Party and

its successors and assigns.

14.

Assignment: This Agreement and any right, remedy and/or obligation under this Agreement may not be assigned, transferred,

or delegated, by either Party without the prior written consent of the other Party which shall not be unreasonably withheld, conditioned,

or delayed; provided, that the Project Company may assign, transfer or delegate any right, remedy, or obligation under

this Agreement to its Affiliate, or to any lender or financing party as collateral security; provided, further

that in the event of any such assignment, the assigning Party shall remain bound and liable for its obligations under this Agreement

to the same extent as if such assignment had not been made.

15.

Entire Agreement and Amendment: This Agreement constitutes the entire agreement of the Parties and supersedes any prior

or contemporaneous written or oral agreements between the Parties with respect to the subject matter contained in this Agreement, and

this Agreement may only be amended, restated, replaced, supplemented, or otherwise modified by a written document signed by each Party.

16.

Execution and Signature: This Agreement may be executed in any number of counterparts, each of which when so executed shall

be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signatures of any Party delivered

by an electronic signature program (such as DocuSign) or an email transmission in portable document format (also known as a “pdf.”

file), shall be deemed delivery of an original executed counterpart and shall be binding on each Party.

17.

Intellectual Property. All work product, deliverables, reports, studies, analyses, designs, plans, permits, and other materials

developed, prepared, or obtained by Bimergen or its Affiliates in the course of performing services under this Agreement (collectively,

“Work Product”) shall be the sole and exclusive property of the Project Company. Bimergen hereby assigns, and shall

cause its Affiliates and Representatives to assign, to the Project Company all right, title, and interest in and to all Work Product.

Bimergen shall execute, and shall cause its Affiliates and Representatives to execute, all documents and instruments reasonably requested

by the Project Company to evidence or perfect such ownership.

18.

Other Provisions: The Parties agree that Sections 12.5 (Severability), 12.7 (Counterparts), 12.8 (Jurisdiction;

Venue; Service of Process), 12.9 (Descriptive Headings; Interpretation; No Strict Construction), 12.10 (Applicable Law),

12.11 (Waiver of Jury Trial), 12.15 (Further Action) of the LLCA shall apply and are incorporated here by reference, mutatis

mutandis, which shall survive the termination or expiration of this Agreement.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, each Party, intending to be legally bound, hereby executes this Agreement as of the Effective Date.

[FPU-BEC

DEVELOPMENT TOPCO, LLC]

By:

/s/

Jake Hansen

Jake

Hanses

President

EMERGEN

ENERGY LLC

By:

/s/

Cole W. Johnson

Co-CEO

[Signature

Page to the Joint Development Agreement]

Exhibit

The

following terms when used in this Exhibit A have the meanings specified below:

“Land

Survey” means a survey for each Project Property for which all necessary fees have been paid and in form and substance reasonably

acceptable to the Project Company.

“Site

Control” means (i) with respect to each of the [***] and the Redbird Project, an irrevocable option to purchase,

or an executed and binding purchase and sale agreement, that entitles the [***] to acquire fee simple title to the [***]

on terms and conditions reasonably acceptable to the Project Company and (ii) with respect to the [***] an irrevocable

option to lease, or an executed and binding agreement to lease, that entitles the [***] to acquire a leasehold interest in the

[***].

“Title

Commitment” means a consolidated title commitment or title report with respect to all real estate interests for each Project.

Other

defined terms used in this Exhibit A but otherwise not defined in the Agreement shall have the meanings ascribed to such terms

in the Contribution Agreement.

Development

Services

With

respect to all Projects, Bimergen shall provide the following services, in each case, satisfactory to the Project Company in its sole

but reasonable discretion:

Obtain

evidence of Site Control;

Obtain

evidence of interconnection, in the form of an executed or draft interconnection agreement, a queue position or other binding agreement

with the interconnection provider;

Obtain

Phase I ESA;

Conduct

desktop constraints analysis or red flag report;

Prepare

permitting matrix;

Obtain

evidence of ownership of the equity interests of the company developing a given Future Project;

Cooperate

with and provide reasonable support to the Project Company in connection with the development of the Projects (including coordinating

activities and/or communications with ERCOT and introducing and coordinating communications with relevant stakeholders of each Project

as reasonably requested by the Project Company); and

Provide

other services as the Project Company may reasonably request from time to time in connection with the development of the Projects.

Exhibit A-1

Project

Payment Milestones

Redbird

Project

Amount

Payable

Criteria

$2,500,000

Satisfaction

of all of the following:

Project

Company’s receipt of evidence of interconnection, in the form of an executed or draft interconnection agreement, a queue position

or other binding agreement with the interconnection provider;

Evidence

of Redbird Site Control;

Title Commitment and Land Survey with respect to Redbird Project Site; and

Achievement

of “Final Notice to Proceed”.

[***]

Amount

Payable

Criteria

$346,500

Satisfaction

of all of the following:

Project

Company’s receipt of evidence of interconnection, in the form of an executed or draft interconnection agreement, a queue position

or other binding agreement with the interconnection provider;

Evidence

of [***]; and

Title Commitment and Land Survey with respect to [***].

[***]

Amount

Payable

Criteria

$346,500

Satisfaction

of all of the following:

Project

Company’s receipt of evidence of interconnection, in the form of an executed or draft interconnection agreement, a queue position

or other binding agreement with the interconnection provider;

Evidence

of [***]; and

Title Commitment and Land Survey with respect to the [***].

Exhibit A-2

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

CONTRIBUTED

EQUITY ASSIGNMENT AGREEMENT

This

CONTRIBUTED EQUITY ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2026 (the “Effective

Date”), by and between FPU-BEC DEVELOPMENT TOPCO, LLC, a Delaware limited liability company (the “Company”),

and Emergen Energy LLC, a Delaware limited liability company (“Bimergen”).

The Company and Bimergen are each sometimes referred to in this Agreement as a “Party” or, collectively, as

the “Parties.”

WHEREAS,

reference is hereby made to that certain Contribution Agreement, dated as of May 21, 2026 (the “Contribution Agreement”),

by and between the Company and Bimergen;

WHEREAS,

capitalized terms used but not defined herein shall have the meanings ascribed to them in the Contribution Agreement;

WHEREAS, Bimergen

(i) intends to acquire 100% of Equity Interests in [***], a Texas limited liability company (“[***]”),

and (ii) owns 100% of the Equity Interests in (a) [***], a Texas limited liability company (“[***]”)

and (b) Redbird BESS, LLC, a Delaware limited liability company (“Redbird ProjectCo” and together

with [***] and [***], the “Project Companies”); and

WHEREAS,

pursuant to the terms and upon the conditions of the Contribution Agreement, Bimergen desires to assign and transfer to the Company,

and the Company desires to accept from Bimergen and assume, 100% of the Equity Interests in the Project Companies owned or will be owned

by Bimergen (collectively, the “Contributed Equity”).

NOW,

THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and intending to be legally bound

hereby, the parties hereto hereby agree as follows:

Assignment and Assumption. Bimergen hereby assigns and transfers the Contributed Equity to the Company, and the Company hereby

accepts and assumes the Contributed Equity from Bimergen.

2. Effect

of Assignment and Assumption. From and after the Effective Date, the Company shall be admitted as a member of each of the

Project Companies and shall be designated as the sole member of each of the Project Companies in place of Bimergen, and Bimergen

shall cease to have any of the rights or obligations of a member under the Organizational Documents of each of the Project Companies

with respect to the Contributed Equity. Notwithstanding anything to the contrary herein, the parties acknowledge that Bimergen has

not acquired the [***] Contributed Equity as of the execution of this Agreement and for all purposes herein, as it relates to

the [***] Contributed Equity the Effective Date will be deemed to be the date that Bimergen acquires the [***]

Contributed Equity.

Further Assurances. Upon the request of any party hereto, the other parties hereto shall, without further consideration, execute

and deliver, or cause to be executed and delivered, such other instruments, and shall take, or cause to be taken, such further or other

actions as such other party may deem necessary or desirable to carry out the intent and purposes of this Agreement.

-1-

General Provisions.

(a)

Counterparts. This Agreement may be executed in one or more counterparts, each of which, including those received via facsimile

transmission, email (including in PDF format), or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (including

DocuSign), shall be deemed an original, and all of which shall constitute one and the same Agreement.

(b)

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective

successors and permitted assigns. No Party may assign its rights or obligations hereunder, including by operation of law, without the

prior written consent of the other parties. No assignment shall relieve the assigning Party of any of its obligations hereunder.

(c)

Governing Law. This Agreement (and any claims, causes of action, or disputes that may be based upon, arise out of, or relate to

the transactions contemplated hereby, to the negotiation, execution, or performance hereof, or to the inducement of any Party to enter

herein, whether for breach of contract, tortious conduct, or otherwise, and whether predicated on common law, statute, or otherwise)

shall in all respects be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect

to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

(d)

Jurisdiction. Each of the Parties hereby submits to the exclusive jurisdiction of the Delaware Chancery Court (or if such court

shall be unavailable, any federal court sitting in Delaware), and, in each case, appellate courts therefrom, over any suit, action or

proceeding against it arising out of or based upon this Agreement. Each of the Parties hereby waives any objection to any related proceeding

in such courts whether on the grounds of venue, residence or domicile or on the ground that the related proceeding has been brought in

an inconvenient forum.

(e)

Entire Agreement. This Agreement supersedes all prior agreements, whether written or oral, of the parties hereto with respect

to the subject matter contained herein among the parties and constitutes a complete and exclusive statement of the terms of the agreement

among the parties with respect to such subject matter.

(f)

Amendment. This Agreement shall not be amended, modified or waived in any respect, unless such amendment, modification or waiver

is set forth in a writing executed and delivered by the parties.

(g)

Terms of Contribution Agreement. The contribution and transfer evidenced by this Agreement is made subject to and upon all of

the terms, covenants, conditions, representations and warranties set forth in the Contribution Agreement, and all of which terms, covenants,

conditions, representations and warranties are incorporated herein by reference, and shall survive the delivery of this Agreement. In

the event that the terms of this Agreement conflict with the terms of the Contribution Agreement, the Contribution Agreement shall control.

(h)

Severability. In the event that one or more of the provisions or portions thereof of this Agreement is determined to be illegal

or unenforceable, the remainder of this Agreement shall not be affected thereby, and each of the remaining provisions or portion thereof

shall remain, continue to be valid and effective and be enforceable to the fullest extent permitted by law.

[Signature

Page Follows]

-2-

WITNESS WHEREOF, the parties hereto have executed this Contributed Equity Assignment Agreement on the date first written above.

FPU-BEC DEVELOPMENT TOPCO, LLC

/s/

Jake Hansen

Name:

Jake

Hansen

Title:

President

Emergen Energy LLC

/s/

Cole W. Johnson

Name:

Cole

W. Johnson

Title:

Co-CEO

-3-

EX-10.4

Filename: ex10-4.htm · Sequence: 5

Exhibit

10.4

MEMBERSHIP

INTEREST PURCHASE AGREEMENT

between

GRUN

ENERGY, LLC

and

EMERGEN

ENERGY LLC

dated

as of

May

21, 2026

MEMBERSHIP

INTEREST PURCHASE AGREEMENT

This

Membership Interest Purchase Agreement (this “Agreement”), dated as of May 21, 2026 (the “Effective Date”),

is entered into between Grun Energy, LLC, a Texas limited liability company (“Seller”), and Emergen Energy,

LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used in this Agreement have the meanings

given to such terms herein.

RECITALS

WHEREAS,

Seller owns all the membership interests of [***], a Texas limited liability company (the “Company”);

WHEREAS,

the Company owns the rights to develop a certain renewable energy project, as follows (the “Project”): [***],

with an anticipated capacity of 9.9 MW, 44.55 MWh BESS, to be located in Medina County, Texas, being developed by Seller;

WHEREAS,

Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, One Hundred Percent (100%) of the limited liability

company interests of the Company (the “Purchased Interests”), subject to the terms and conditions set forth herein.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE

Purchase

and sale

Section

1.01 Purchase and Sale. Subject to the terms and

conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Purchased Interests,

free and clear of any mortgage, pledge, lien, charge, security interest, or other encumbrance (each, an “Encumbrance”).

Section

1.02 Purchase Price. The purchase price for the Purchased

Interests (the “Purchase Price”) shall be $.065

cents per watt multiplied by 9.9 MW / 44.55 MWh capacity (equivalent to a consideration of $643,500).

Section

1.03 Payment of Purchase Price. The

Purchase Price shall be paid in cash by wire transfer of immediately available funds, as follows. Payments shall be made solely through

instructions mutually agreed by Buyer and Seller.

(a)

Fifty percent (50%) of the Purchase Price shall be paid at the Closing (the “Initial

Purchase Price”).

(b)

Twenty-five percent (25%) of the Purchase Price shall be paid no later than ten (10) business days after Notice to Proceed.

(c)

Twenty-five percent (25%) of the Purchase Price shall be paid no later than the earlier of (i) ten (10) business days after the Commercial

Operation Date or (ii) 18 months following the Effective Date.

Section

1.04 Withholding Taxes. Buyer shall be entitled to deduct and withhold from the Purchase

Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be

treated as delivered to Seller hereunder.

Section

1.05 Definitions. As used in this Agreement, the following terms have the meanings

set forth below:

“Affiliate”

of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled

by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a Person, whether through the ownership of voting securities or other ownership interests,

by contract, or otherwise.

“Commercial

Operation Date” means the date the Project is fully operational and has begun selling power.

“Contract”

means any contract, lease, deed, mortgage, license, instrument, note, indenture, joint venture, or any other agreement, commitment, or

legally binding arrangement, whether written or oral.

“Disclosure

Schedules” means the disclosure schedules, attached hereto and made a part hereof,

delivered by Seller concurrently with the execution of this Agreement.

“Governmental

Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial,

provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, or other entity exercising

executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.

“Governmental

Order” means any order, writ, judgment, injunction, decree, determination, penalty, or award entered by or with any Governmental

Authority.

“Law”

means any statute, law, ordinance, regulation, rule, code, treaty, or other requirement of any Governmental Authority.

“Material

Adverse Effect” means a material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent),

operations and/or condition (financial or otherwise) of Buyer, Seller, the Company or the Project, (b) the validity or enforceability

of this Agreement or any other Transaction Documents, or (c) the ability of any party to perform any of its material obligations

under the Transaction Documents.

“Notice

to Proceed” means the earlier of (a) issuance of full notice to procced under the EPC contract, (b) the date

on which the Company has paid the EPC contractor an down payment on a notice to proceed that has been mutually agreed between the Company

and the EPC contractor, and (c) the Interconnection Agreement has been fully negotiated and is signature-ready.

“Person”

means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,

trust, association, or other entity.

“Third

Party Claim” means any action, suit, claim or other legal proceeding made or brought by any person who is not a party to this

Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.

ARTICLE

CLOSING

Section

2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”)

shall take place simultaneously with the execution of this Agreement on the date of this Agreement (the “Closing Date”).

Closing may occur remotely via electronic exchange of documents and signatures.

Section

2.02 Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the

following:

(a)

An assignment agreement executed by Seller, conveying to Buyer the Purchased Interests, free and clear of all Encumbrances.

(b)

A certificate of the Secretary (or other officer) of Seller certifying: (i) that attached thereto are true and complete copies

of all resolutions of the members of Seller authorizing the execution, delivery, and performance of this Agreement, and the other agreements,

instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction

Documents”) to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that such

resolutions are in full force and effect; (ii) the names, titles, and signatures of the officers of Seller authorized to sign

this Agreement and the other Transaction Documents; and (iii) that attached thereto are true and complete copies of the governing

documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect.

(c)

A good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the

jurisdiction in which the Company is organized and each jurisdiction where the Company is qualified, registered, or authorized to do

business.

(d)

A certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section

1445 of the Internal Revenue Code of 1986 (as amended, the “Code”).

(e)

The written resignations, effective as of the Closing, of each of the officers, directors, and managers of the Company, in form and substance

reasonably satisfactory to Buyer.

(f)

True, correct, and complete copies of all books and records of the Company, including all corporate, financial, and operational records

in the possession or control of Seller or the Company.

Section

2.03 Buyer’s Deliveries. At the Closing, Buyer shall deliver the following to

Seller:

(a)

The Initial Purchase Price.

(b)

A certificate of the Secretary (or other officer) of Buyer certifying: (i) that attached thereto are true and complete copies

of all resolutions of the board of directors of Buyer authorizing the execution, delivery, and performance of this Agreement and the

Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that such

resolutions are in full force and effect; and (ii) the names, titles, and signatures of the officers of Buyer authorized to sign

this Agreement and the other Transaction Documents to which it is a party.

ARTICLE

III

Representations

and Warranties of Seller

Section

3.01 Seller represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of

the date hereof.

Section

3.02 Organization and Authority of Seller. Seller

is a limited liability company duly organized, validly existing, and in good standing under the Laws of the state of Texas. Seller has

full limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which Seller is

a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The

execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by

Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby

have been duly authorized by all requisite company action on the part of Seller. This Agreement and each Transaction Document to which

Seller is a party constitute legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective

terms.

Section

3.03 Organization, Authority, and Qualification of the Company. The

Company is a limited liability company duly organized, validly existing, and in good standing under the Laws of the state of Texas and

has full limited liability company power and authority to own, operate, or lease the properties and assets now owned, operated, or leased

by it and to carry on its business as it has been and is currently conducted.

Section

3.04 Capitalization.

(a)

The Purchased Interests have been duly authorized, are validly issued, fully paid and nonassessable, and are owned of record and beneficially

by Seller, free and clear of all Encumbrances. Upon the transfer, assignment, and delivery of the Purchased Interests and payment therefor

in accordance with the terms of this Agreement, Buyer shall own all of the Purchased Interests, free and clear of all Encumbrances.

(b)

The Purchased Interests were issued in compliance with applicable Laws. None of the Purchased Interests were issued in violation of any

agreement or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights

of any Person.

(c)

There are no outstanding equity rights, convertible securities, profits interests, phantom equity, earn-in rights, voting agreements,

rights of first refusal, preemptive rights, or similar arrangements affecting the Company.

Section

3.05 No Subsidiaries. The Company has, or has the

right to acquire, an ownership interest in any other Person.

Section

3.06 No Conflicts or Consents. Execution and performance

by Seller will not violate or conflict with any Law, Contract, or Governmental Order, except as set forth on Schedule 3.06.

Section

3.07 Financial Statements. Complete copies of the

financial statements of the Company consisting of the balance sheet of the Company as of March 31, 2026 and the related statements of

income and retained earnings, stockholders’ equity, and cash flow for the year then ended (the “Financial Statements”)

have been delivered to Buyer. The Financial Statements are based on the books and records of the Company and fairly present in all material

respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the

Company for the periods indicated. The balance sheet of the Company as of March 31, 2026 is referred to herein as the “Balance

Sheet” and the date thereof as the “Balance Sheet Date”.

Section

3.08 Undisclosed Liabilities. The Company has no

liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise

(collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the

Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent

with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Section

3.09 Absence of Certain Changes, Events, and Conditions. Since

the Balance Sheet Date, no material adverse change has occurred, and no event has occurred which individually or in the aggregate could

reasonably be expected to constitute a Material Adverse Effect.

Section

3.10 Material Contracts.

(a)

Section 3.10(a) of the Disclosure Schedules lists each Contract that is material to the Company (such Contracts, together with

all Contracts concerning the development, construction, or operation of the Project (“Material Contracts”), including

the following:

(i)

each Contract of the Company involving aggregate consideration in excess of $100,000.00 and which, in each case, cannot be cancelled

by the Company without penalty or without more than 90 days’ written notice;

(ii)

all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax (as defined in Section

3.19(a)), environmental, or other Liability of any Person;

(iii)

all Contracts relating to Intellectual Property (as defined in Section 3.12(a)), including all licenses, sublicenses, settlements,

coexistence agreements, covenants not to sue, and permissions; and

(iv)

except for Contracts relating to trade payables, all Contracts relating to indebtedness (including, without limitation, guarantees) of

the Company.

(v)

all Contracts relating to land rights, leases, or options for real property to be used by the Project;

(vi)

all interconnection applications, studies, agreements, or assignments;

(vii)

all permits, approvals, or filings with Governmental Authorities material to development or operation of the Project;

(viii)

all vendor, EPC, O&M, shared-facilities, crossing, or easement agreements; and

(ix)

any non-disclosure, exclusivity, or similar agreements restricting the Project. Complete and correct copies of all such agreements shall

be delivered to Buyer.

(b)

Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. Neither the

Company nor, to Seller’s knowledge, any other party thereto, is in breach of or default under (or is alleged to be in breach of

or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract.

Complete and correct copies of each Material Contract (including all modifications, amendments, and supplements thereto and waivers thereunder)

have been made available to Buyer.

Section

3.11 Real Property; Title to Assets.

(a)

Section 3.11(a) of the Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or sub-leasehold)

interest, or holds any options or rights with respect thereto (the “Real Property”). Seller has delivered or made

available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the Real Property.

(b)

The Company has good and valid (and, in the case of owned Real Property, good and indefeasible fee simple) title to, or a valid leasehold

interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance

Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice

since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold interests) are free

and clear of Encumbrances except for the following:

(i)

liens for Taxes not yet due and payable;

(ii)

those items set forth in Section 3.11(b) of the Disclosure Schedules;

(iii)

mechanics’, carriers’, materialmen’s, or similar liens that (A) arise only in the ordinary course of business,

and (B) are not delinquent; and

(iv)

liens under equipment leases or conditional sales contracts that are (A) immaterial, (B) incurred in the ordinary course,

and (C) will not, individually or in the aggregate, impair the ownership, development, financing, or operation of the Project

or the Company.

(c)

The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease,

occupy, or use any leased Real Property. The use of the Real Property in the conduct of the Company’s business does not violate

in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and no material improvements

constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company. To Seller’s

knowledge, there are no outstanding disputes, boundary issues, condemnation proceedings, zoning violations, or defaults under any Real

Property agreements.

Section

3.12 Intellectual Property.

(a)

The term “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (i)

issued patents and patent applications; (ii) trademarks, service marks, trade names, and other similar indicia of source or origin,

together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals

of, any of the foregoing; (iii) copyrights, including all applications and registrations; (iv) trade secrets, know-how,

inventions (whether or not patentable), technology, and other confidential and proprietary information and all rights therein; (v)

internet domain names and social media accounts and pages; and (vi) other intellectual or industrial property and related proprietary

rights, interests, and protections.

(b)

Section 3.12(b) of the Disclosure Schedules lists all issued patents, registered trademarks, domain names and copyrights, and

pending applications for any of the foregoing and all material unregistered Intellectual Property that are owned by the Company (the

“Company IP Registrations”). The Company owns or has the valid and enforceable right to use all Intellectual Property

used in or necessary for the conduct of the Company’s business as currently conducted or as proposed to be conducted (the “Company

Intellectual Property”), free and clear of all Encumbrances. All of the Company Intellectual Property is valid and enforceable,

and all Company IP Registrations are subsisting and in full force and effect. The Company has taken all reasonable and necessary steps

to maintain and enforce the Company Intellectual Property. Seller represents that (i) the Company exclusively owns all right,

title, and interest in the Company Intellectual Property free and clear of all Encumbrances; (ii) all third-party Intellectual

Property used by the Company is validly licensed; (iii) no Intellectual Property rights are subject to any option, lien, or claim

of reversion; and (iv) Seller has delivered true, complete copies of all Intellectual Property assignments, licenses, and registrations

prior to Closing.

(c)

The conduct of the Company’s business as currently and formerly conducted and as proposed to be conducted has not infringed, misappropriated,

or otherwise violated and will not infringe, misappropriate, or otherwise violate the Intellectual Property or other rights of any Person.

No claims or proceedings are pending or, to Seller’s knowledge, threatened alleging infringement, misappropriation, or violation

of Intellectual Property rights by the Company or the Project. No Person is infringing, misappropriating, or otherwise violating any

Company Intellectual Property.

Section

3.13 Insurance. Section 3.13 of the Disclosure Schedules sets forth a true and

complete list of all current policies or binders of insurance maintained by the Company and relating to the assets, business, operations,

employees, officers, and directors of the Company (collectively, the “Insurance Policies”). Such Insurance Policies:

(a) are in full force and effect; (b) are valid and binding in accordance with their terms; (c) are provided by

carriers who are financially solvent; and (d) have not been subject to any lapse in coverage. Neither Seller nor any of its Affiliates

has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance

Policies. All premiums due on such Insurance Policies have been paid. The Insurance Policies are of the type and in the amounts customarily

carried by Persons conducting a business similar to the Company as of the Closing and are sufficient for compliance with all applicable

Laws and Contracts to which the Company is a party or by which it is currently bound. The Company and Seller are, and have been, in full

compliance with all terms and conditions of the Insurance Policies. No Insurance Policy is subject to any pending cancellation, premium

increase, or adverse modification. Seller represents that (i) there are no gaps in coverage, and (ii) all pending or threatened

claims under the Insurance Policies have been disclosed in Section 3.13 of the Disclosure Schedules.

Section

3.14 Legal Proceedings; Governmental Orders.

(a)

There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings,

litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”)

pending against or by the Company, Seller, or any Affiliate of Seller: (i) relating to or affecting the Company or any of the

Company’s properties or assets; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated

by this Agreement or the construction, development, or operation of the Project. No event has occurred or circumstances exist that may

give rise to, or serve as a basis for, any such Action. Seller represents that no Actions are pending, threatened, or have been asserted

in the past three (3) years against the Seller, the Company, or the Project. Seller further represents that, to Seller’s knowledge,

there are no governmental inquiries, audits, or investigations ongoing or anticipated relating to the Company or the Project.

(b)

There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company

or any of its properties or assets. No Governmental Orders restrict, impair, or impose conditions on the development, financing, construction,

interconnection, or operation of the Project. Seller has disclosed all notices of violation, default, or deficiency, and all such matters

have been fully resolved.

Section

3.15 Compliance with Laws; Permits.

(a)

The Company has complied, and is now complying, with all Laws applicable to it or its business, properties, or assets. No written notices

of violation, investigation, or non-compliance have been received from any Governmental Authority. The Company has implemented all required

compliance programs and is not subject to any consent decrees, deferred prosecution agreements, or similar obligations.

(b)

Section 3.15(b) of the Disclosure Schedules sets forth the permits, licenses, registrations, and similar rights held by the Company

with respect to the development, construction, and operation of the Project (the “Permits”).

(c)

The Permits have been obtained and are valid and in full force and effect. Section 3.15(b) of the Disclosure Schedules lists all

current Permits issued to the Company and no event has occurred that would reasonably be expected to result in the revocation or lapse

of any such Permit. All Permits will remain valid following the consummation of the transactions. Seller represents that no conditions

have been imposed by any Governmental Authority that materially increase costs or delay development.

Section

3.16 Environmental Matters.

(a)

The terms:

(i)

“Environmental Laws” means all Laws, now or hereafter in effect, in each case as amended or supplemented from time

to time, relating to the regulation and protection of human health, safety, the environment, and natural resources, including any federal,

state, or local transfer of ownership notification or approval statutes. “Environmental Laws” shall include all siting, permitting,

and reclamation obligations applicable to the Project. and

(ii)

“Hazardous Substances” means: (A) “hazardous materials,” “hazardous wastes,” “hazardous

substances,” “industrial wastes,” or “toxic pollutants,” as such terms are defined under any Environmental

Laws; (B) any other hazardous or radioactive substance, contaminant, or waste; and (C) any other substance with respect

to which any Environmental Law or Governmental Authority requires environmental investigation, regulation, monitoring, or remediation.

For the avoidance of doubt, “Hazardous Substances” shall include any materials contained in batteries, transformers, or other

equipment to be installed at the Project.

(b)

The Company has complied, and is now complying, with all Environmental Laws. Neither the Company nor Seller has received notice from

any Person that the Company, its business or assets, or any real property currently or formerly owned, leased, or used by the Company

has violated, is in violation of, or is under investigation for violation of any Environmental Law or any applicable Law regarding Hazardous

Substances. Seller represents that it is not aware of the existence of any circumstances that would reasonably be expected to result

in any such violation. Seller has delivered to Buyer true, complete, and correct copies of all environmental audits, reports, assessments,

and correspondence in its possession or control relating to the Company, the Project, or the Real Property.

(c)

There has not been any spill, leak, discharge, injection, escape, leaching, dumping, disposal, or release of any kind of any Hazardous

Substances in violation of Environmental Law: (i) with respect to the business or assets of the Company; or (ii) at, from,

in, adjacent to, or on any real property currently or formerly owned, leased, or used by the Company. There are no Hazardous Substances

in, on, about, or migrating to any real property currently or formerly owned, leased, or used by the Company, and such real property

is not affected in any way by any Hazardous Substances. Seller further represents that (A) no underground storage tanks, asbestos-containing

materials, or polychlorinated biphenyls are present at the Real Property; (B) no remediation, monitoring, or investigation obligations

exist or are pending; (C) no governmental or third-party claims relating to Hazardous Substances have been made or threatened;

and (D) Seller shall indemnify and hold harmless Buyer and the Company for any environmental liabilities, remediation, or claims

relating to conditions existing prior to Closing.

Section

3.17 Employee Benefit Matters.

(a)

Section 3.17(a) of the Disclosure Schedules contains a true and complete list of each “employee benefit plan” as defined

in Section 3(3) of the Employee Retirement Income Security Act of 1974 (as amended, and including the regulations thereunder, “ERISA”),

whether or not written and whether or not subject to ERISA, and each supplemental retirement, compensation, employment, consulting, profit-sharing,

deferred compensation, incentive, bonus, equity, change in control, retention, severance, salary continuation, and other similar agreement,

plan, policy, program, practice, or arrangement which is or has been established, maintained, sponsored, or contributed to by the Company

or under which the Company has or may have any Liability (each, a “Benefit Plan”).

(b)

Seller represents that neither the Company nor the Project have ever maintained, sponsored, or contributed to any Benefit Plan, and no

current or former employee, officer, director, consultant, or contractor of Seller or the Company has any claim to compensation, benefits,

or coverage from Buyer, the Company, or the Project.

Section

3.18 Employment Matters. Seller further represents that no Benefit Plan obligations,

liabilities, or commitments of any kind will transfer to Buyer or the Company at or after Closing, and that Buyer and the Company will

have no successor or transferee liability with respect to any Benefit Plan of Seller or its Affiliates.

(a)

The Company has no employees, independent contractors, or consultants and have never maintained any employment, consulting, or independent

contractor relationships. No wages, compensation, or benefits of any kind are owed or will become due from the Company or will transfer

to Buyer.

(b)

The Company is not, and has never been, a party to or bound by any collective bargaining agreement or other Contract with a union or

similar labor organization (collectively, “Union”), and no Union has represented or purported to represent any employee

of the Company. The Company has never been subject to any collective bargaining obligations, union representation, or labor disputes

of any kind.

(c)

Because the Company has no employees, independent contractors, or contingent workers, they have no liability or exposure under employment,

labor, wage/hour, benefits, payroll tax, or immigration Laws. Seller represents that (i) no employment-related claims, disputes,

audits, or proceedings are pending, threatened, or have been asserted against the Company or the Project; and (ii) no obligations

relating to employees, consultants, or contractors will transfer to Buyer at or after Closing.

Section

3.19 Taxes.

(a)

All returns, declarations, reports, information returns and statements, and other documents relating to Taxes (including amended returns

and claims for refund) (collectively, “Tax Returns”) required to be filed by the Company on or before the Closing

Date have been timely filed. Such Tax Returns are true, correct, and complete in all respects. All Taxes due and owing by the Company

(whether or not shown on any Tax Return) have been timely paid. No extensions or waivers of statutes of limitations have been given or

requested with respect to any Taxes of the Company. Seller has delivered to Buyer copies of all Tax Returns and examination reports of

the Company and statements of deficiencies assessed against, or agreed to by, the Company, for all Tax periods. The term “Taxes”

means all federal, state, local, foreign, and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise,

registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance,

environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties, or other

taxes, fees, assessments, or charges of any kind whatsoever, together with any interest, additions, or penalties with respect thereto.

Seller further represents that (i) no deficiencies, audits, examinations, or investigations by any Governmental Authority are

pending or threatened with respect to Taxes of the Company; (ii) no claim has been made by any Governmental Authority that the

Company is or may be subject to taxation in a jurisdiction where it has not filed Tax Returns; (iii) all required Tax withholdings

have been properly collected, remitted, and reported; and (iv) all Tax incentives, abatements, or exemptions claimed by the Company

are valid and in full force.

(b)

The Company has never been a member of an affiliated, combined, consolidated, or unitary Tax group for Tax purposes. The Company has

no Liability for Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision

of state, local, or foreign Law), as transferee or successor, by contract, or otherwise. The Company has no liability for Taxes of Seller

or any Affiliate of Seller, and no arrangements, indemnities, or agreements exist that could result in Buyer or the Company bearing any

Tax liability of Seller or its Affiliates for periods prior to the Closing.

(c)

There are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.

(d)

Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. The Company is not, nor has

it been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period

in Section 897(c)(1)(a) of the Code.

Section

3.20 Books and Records. The minute books and share

record and transfer books of the Company, all of which are in the possession of the Company and have been made available to Buyer, are

complete and correct in all material respects. Seller represents that all corporate records, equity ledgers, and governance documents

of the Company are true and complete in all material respects as of the date thereof. No minutes, consents, or resolutions of the Company

have been withheld.

Section

3.21 Related Party Transactions. There are no Contracts or other arrangements involving

the Company in which Seller, its Affiliates, or any of its or their respective directors, officers, or employees is a party, has a financial

interest, or otherwise owns or leases any material asset, property, or right which is used by the Company. Seller represents that no

Affiliates of Seller or the Company will retain any rights, claims, or interests with respect to the Company, the Project, or their assets

after Closing.

Section

3.22 Brokers. Except for Silver Fox Management Inc.

pursuant to a separate agreement with Seller, no broker, finder, or investment banker is entitled to any brokerage, finder’s, or

other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon

arrangements made by or on behalf of Seller. Seller shall be solely responsible for all fees, commissions, and expenses of Silver Fox

Management Inc. or any other broker engaged by Seller. Buyer shall have no liability of any kind with respect to any brokerage, finder’s,

or similar fee arising out of this Agreement or the transactions contemplated hereby.

Section

3.23 Full Disclosure. No representation or warranty

by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document

furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state

a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

No document, certificate, or schedule delivered to Buyer contains any untrue statement or omits information that would reasonably be

expected to result in a Material Adverse Effect. Seller acknowledges that Buyer is relying on the accuracy and completeness of such disclosures

in entering into this Agreement.

ARTICLE

Representations

and Warranties of Buyer

Section

4.01 Buyer represents and warrants to Seller that the statements contained in this Article IV are true and correct as of the

date hereof. Buyer’s representations are limited to the express statements in this Article IV. No other representations,

express or implied, are made or deemed made by Buyer.

Section

4.02 Organization and Authority of Buyer. Buyer is a corporation duly organized, validly

existing, and in good standing under the Laws of the state of Delaware. Buyer has full corporate power and authority to enter into this

Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to

consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction

Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer

of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer.

This Agreement and each Transaction Document constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance

with their respective terms.

Section

4.03 No Conflicts; Consents. The execution, delivery,

and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions

contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation,

by-laws, or other governing documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental Order applicable

to Buyer; or (c) require the consent of Buyer’s board of directors only, which has been duly obtained. No other consents,

notices, or approvals are required for Buyer to execute and deliver this Agreement and consummate the transactions contemplated hereby.

Section

4.04 Investment Purpose. Buyer is acquiring the

Purchased Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with,

any distribution thereof or any other security related thereto within the meaning of the Securities Act of 1933, as amended (the “Securities

Act”). Buyer acknowledges that Seller has not registered the offer and sale of the Purchased Interests under the Securities

Act or any state securities laws, and that the Purchased Interests may not be pledged, transferred, sold, offered for sale, hypothecated,

or otherwise disposed of except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption

therefrom and subject to state securities laws and regulations, as applicable. Nothing herein shall restrict Buyer from transferring

the Purchased Interests.

Section

4.05 Brokers. No broker, finder, or investment banker is entitled to any brokerage,

finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction

Document based upon arrangements made by Buyer. Seller acknowledges and agrees that Buyer shall have no liability for, and Seller shall

indemnify and hold Buyer harmless from, any claim for brokerage, finder’s, or similar fees arising from arrangements made by or

on behalf of Seller.

Section

4.06 Lone Star Infrastructure Protection Act. Buyer is not (and is not affiliated with any person or entity that is) owned by, or

a majority of the stock or ownership interest is held or controlled by, individuals who are citizens of China, Iran, North Korea, Russia,

or any other country designated by the Governor of the State of Texas as a threat to critical infrastructure under Tex. Bus. & Com.

Code Section 117.003.

ARTICLE

Covenants

Section

5.01 Confidentiality. From and after the Closing,

Seller shall, and shall cause its Affiliates and its and their respective directors, officers, employees, consultants, counsel, accountants,

and other agents (collectively, “Representatives”) to, hold in confidence any and all information, in any form, concerning

the Company, except to the extent that Seller can show that such information: (a) is generally available to and known by the public

through no fault of Seller, any of its Affiliates, or their respective Representatives or (b) is lawfully acquired by Seller,

any of its Affiliates, or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing

such information by any obligation. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose

any information by Governmental Order or Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such

information which is legally required to be disclosed; provided, however, Seller shall use reasonable best efforts to obtain protective

orders or other remedies to prevent disclosure. Seller shall not use, directly or indirectly, any such confidential information for the

benefit of Seller or its Affiliates, or in competition with the Company or the Project.

Section

5.02 Further Assurances. Following the Closing, each

of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents and instruments

and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated

by this Agreement and the other Transaction Documents. Seller’s obligation under this Section shall include promptly executing

all consents, assignments, and instruments necessary to vest full, clear, and marketable title to the Purchased Interests, the Project,

and all related assets in Buyer and the Company.

Section

5.03 Project Development. Buyer shall use (and shall cause the Company to use) commercially reasonable

efforts to develop and build the Project. Subject to applicable confidentiality obligations and restrictions, Buyer shall keep Seller

reasonably updated as to the progress and status of the Project until the Purchase Price has been paid in full.

Section

5.04 No Transfers. Until the Purchase Price has been paid in full, Buyer may not sell or transfer

(nor shall any change of control occur with respect to) the Project or its assets without the prior written consent of Seller, which

shall not be unreasonably withheld, conditioned, or delayed; provided further, that such consent will not be required for (i) any assignment

or transfer required by Buyer’s financing of the Project, (ii) intra-group transfers, (iii) third party transfers to entities with

equal or greater creditworthiness than Buyer, and (iv) the joint venture transaction currently contemplated between Buyer and its Affiliates,

on the one hand, and Cerberus Capital Management, L.P. and its Affiliates, on the other hand.

ARTICLE

Tax

matters

Section

6.01 Tax Covenants.

(a)

Without the prior written consent of Buyer, Seller shall not, to the extent it may affect or relate to the Company: (i) make,

change, or rescind any Tax election; (ii) amend any Tax Return; (iii) take any position on any Tax Return; or (iv)

take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability

or reducing any Tax asset of Buyer or the Company, in respect of any taxable period that begins after the Closing Date or, in respect

of any taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”),

the portion of any Straddle Period beginning after the Closing Date. Seller shall also not (1) settle or compromise any Tax claim

relating to the Company without Buyer’s prior written consent, or (2) make or change any accounting method or practice that

would affect the Company. Seller shall indemnify and hold harmless Buyer and the Company from any liability resulting from any breach

of this Section.

(b)

All transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties and interest)

incurred in connection with this Agreement and the other Transaction Documents shall be borne and paid by Seller when due. Seller shall,

at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect

thereto as necessary). Buyer shall have no liability for any such transfer or similar Taxes. If Buyer is ever required by law to remit

or pay any such Taxes, Seller shall promptly reimburse Buyer in full, together with any penalties, interest, or costs incurred.

(c)

Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date with respect

to any taxable period or portion thereof ending on or before the Closing Date and all Straddle Period Tax Returns. Any such Tax Return

shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or

any accounting method. Buyer shall control the preparation and filing of all Tax Returns of the Company for pre-Closing and Straddle

Periods, subject to Seller’s reasonable review. Seller shall reimburse Buyer for any Taxes of the Company allocable to Pre-Closing

Tax Periods within ten (10) business days of demand.

Section

6.02 Straddle Period. In the case of Taxes that are

payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in

Section 6.04) for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to,

income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with the sale, transfer, or assignment of

property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing

Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator

of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire

period. Seller shall be responsible for, and shall promptly reimburse Buyer for, all Taxes allocable to any Pre-Closing Tax Period, including

the pre-Closing portion of any Straddle Period, regardless of whether such Taxes are assessed or payable before or after the Closing

Date.

Section

6.03 Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing

agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the

Company, Seller, nor any of Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities

thereunder. Seller shall indemnify and hold harmless Buyer and the Company from any liability arising under any Tax sharing agreement

or similar arrangement (whether or not written) to which Seller or any Affiliate is a party.

Section

6.04 Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer

Indemnitee (as defined in Section 7.01) and hold them harmless from and against (a) any loss, damage, liability, deficiency,

Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys’

fees and the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach

of or inaccuracy in any representation or warranty made in Section 3.19; (b) any Loss attributable to any breach or violation

of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (c) all Taxes of the

Company or relating to the business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any member

of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of the Company) is or was a member

on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign,

state, or local Law; and (e) any and all Taxes of any Person imposed on the Company arising under the principles of transferee

or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases,

together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith,

Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.04 within

ten business days after payment of such Taxes by Buyer or the Company. The term “Pre-Closing Tax Period” means any

taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing

Date, the portion of such taxable period ending on and including the Closing Date. Seller’s indemnification obligations shall not

be subject to any cap or basket, and shall survive until ninety (90) days after the expiration of the applicable statute of limitations

(including extensions). Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this

Section 6.04 within ten (10) business days after payment of such Taxes by Buyer or the Company. Interest shall accrue on any late

reimbursement at 5.00% per annum.

Section

6.05 Cooperation and Exchange of Information. Seller

and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing

any Tax Return pursuant to this ARTICLE VI or in connection with any proceeding in respect of Taxes of the Company, including

providing copies of relevant Tax Returns and accompanying documents. Each of Seller and Buyer shall retain all Tax Returns and other

documents in its possession relating to Tax matters of the Company for any Pre-Closing Tax Period (collectively, “Tax Records”)

until the expiration of the statute of limitations of the taxable periods to which such Tax Records relate. Seller shall provide Buyer

and its Representatives with reasonable access to all Tax Records (including work papers and correspondence with Governmental Authorities)

upon request, at no cost to Buyer. Seller shall not withhold or redact any such records except as required by Law, and shall cooperate

fully in the defense or resolution of any Tax audit or proceeding relating to a Pre-Closing Tax Period or Straddle Period. Buyer shall

control any such proceedings, with Seller entitled only to participate at its own expense.

Section

6.06 Survival. Notwithstanding anything in this Agreement

to the contrary, the provisions of Section 3.19 and this ARTICLE VI shall survive for the full period of all applicable

statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus ninety (90) days. Seller’s

obligations under this ARTICLE VI shall not be subject to any indemnity cap, basket, deductible, or threshold set forth elsewhere

in this Agreement. Seller shall remain fully responsible for all Pre-Closing and Straddle Period Taxes regardless of amount.

ARTICLE

VII

Indemnification

Section

7.01 Indemnification by Seller. Subject to the other

terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company)

and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them

harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon,

the Buyer Indemnitees based upon, arising out of, with respect to, or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or the other Transaction

Documents;

(b)

any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement or the other

Transaction Documents;

(c)

any Taxes of the Company allocable to any pre-Closing Tax Period or the pre-Closing portion of any Straddle Period;

(d)

any excluded liabilities or obligations of Seller or its Affiliates not expressly assumed by Buyer; and

(e)

any claims by brokers, finders, or investment bankers for fees or commissions based on arrangements made by or on behalf of Seller.

Seller’s

indemnification obligations under this Section shall apply without regard to any materiality, Material Adverse Effect, or knowledge qualifiers

in this Agreement. In no event shall Seller be liable to Buyer or the Buyer Indemnitees for consequential, indirect, special, punitive,

or exemplary damages, lost profits, diminution of value, or similar damages, except to the extent such damages are actually awarded to

a third party in connection with a Third Party Claim.

Section

7.02 Indemnification by Buyer. Subject to the other

terms and conditions of this ARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective

Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against,

and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based

upon, arising out of, with respect to, or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction

Documents; or

(b)

any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

Buyer’s

indemnification obligations under this Section shall apply without regard to any materiality, Material Adverse Effect, or knowledge qualifiers

in this Agreement. In no event shall Buyer be liable to Seller or the Seller Indemnitees for consequential, indirect, special, punitive,

or exemplary damages, lost profits, diminution of value, or similar damages, except to the extent such damages are actually awarded to

a third party in connection with a Third Party Claim.

Section

7.03 Indemnification Procedures. Whenever any claim shall arise for indemnification

hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of

such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder

resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost

and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory

to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel

and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may,

but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action,

after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken

by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations

herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified

Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party assumes

the defense, it shall keep the Indemnified Party fully informed and shall not consent to any settlement unless it provides for full and

unconditional release of the Indemnified Party.

Section

7.04 Survival. Subject to the limitations and other provisions of this Agreement, the

representations and warranties contained herein (other than any representations or warranties contained in Section 3.19 which

are subject to ARTICLE VI) and all related rights to indemnification shall survive the Closing. Notwithstanding the foregoing,

any claims which are timely asserted in writing by notice from the non-breaching party to the breaching party prior to the expiration

date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and

such claims shall survive until finally resolved.

(a)

The representations and warranties set forth in Section 3.02 (Organization and Authority of Seller), Section 3.03

(Organization, Authority and Qualification of the Company), Section 3.04 (Capitalization), Section 3.06 (No

Conflicts or Consents), Section 3.22 (Brokers), Section 4.02 (Organization and Authority of Buyer), Section

4.03 (No Conflicts or Consents) and Section 4.05 (Brokers) shall survive for three (3) years following the Closing

Date;

(b)

All other representations and warranties shall survive for twenty-four (24) months following the Closing Date; and

(c)

All covenants and agreements shall survive in accordance with their express terms.

Any

claims timely asserted in writing prior to expiration of the applicable survival period shall continue until fully resolved. Seller’s

obligations with respect to Taxes under ARTICLE VI shall survive as set forth therein.

Section

7.05 Tax Claims. Notwithstanding any other provision of this Agreement, the control

of any claim, assertion, event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect

of a breach of the representations and warranties in Section 3.19 hereof or any breach or violation of or failure to fully perform

any covenant, agreement, undertaking, or obligation in ARTICLE VI) shall be governed exclusively by ARTICLE VI hereof.

Section

7.06 Cumulative Remedies. The rights and remedies

provided for in this ARTICLE VII (and in ARTICLE VI) are cumulative and are in addition to and

not in substitution for any other rights and remedies available at Law or in equity or otherwise.

ARTICLE

VIII

Miscellaneous

Section

8.01 Expenses. All costs and expenses incurred in

connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

For the avoidance of doubt, Seller shall be solely responsible for all fees and expenses of any brokers, finders, advisors, consultants,

or investment bankers engaged by or on behalf of Seller. Buyer shall have no liability therefor. Seller shall also bear its own legal

and advisory expenses incurred in connection with this Agreement.

Section

8.02 Notices. All notices, claims, demands, and

other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written

confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);

(c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the

recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the fifth day after the

date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the respective parties at the following

addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.02):

Section

8.03 Interpretation; Headings. This Agreement shall

be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument

or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation

of this Agreement. The parties agree that this Agreement was negotiated at arm’s length, and no presumption shall be made in favor

of or against either party based on authorship.

Section

8.04 Severability. If any term or provision of this

Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect

any other term or provision of this Agreement.

Section

8.05 Entire Agreement. This Agreement and the other

Transaction Documents constitute the sole and entire agreement of the parties to this Agreement

with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements,

both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this

Agreement and those in the other Transaction Documents, any exhibits, and the Disclosure Schedules (other than an exception expressly

set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section

8.06 Successors and Assigns. This Agreement shall

be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Buyer may

assign this Agreement and its rights and obligations hereunder (a) to any of its Affiliates, (b) to any financing parties

or collateral agents, or (c) in connection with any merger, consolidation, reorganization, or sale of all or substantially all

of Buyer’s assets, without Seller’s consent. Any other assignment shall require the prior written consent of the other party,

which consent shall not be unreasonably withheld, conditioned, or delayed. No assignment shall relieve the assigning party of its obligations

hereunder unless expressly agreed in writing by the non-assigning party.

Section

8.07 Amendment and Modification; Waiver. This Agreement may only be amended, modified,

or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall

be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising,

any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any

right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any amendment,

modification, or waiver requested by Seller that would materially increase Buyer’s obligations or reduce Buyer’s rights hereunder

shall require the prior written consent of Buyer’s Board of Directors.

Section

8.08 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a)

This Agreement and all disputes, claims, or controversies arising out of or relating hereto shall be governed by and construed in accordance

with the laws of the State of Texas, without regard to conflict of laws principles.

(b)

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY

TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM

ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER TRANSACTION

DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE

OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE

EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER

KNOWINGLY AND VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL

WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section

8.09 Disputes

(a)

Mediation. Mediation shall be voluntary and not a condition precedent to litigation

or other remedies available under this Agreement. The parties may agree to mediation at any time, but no party shall be required to delay

pursuit of litigation, equitable relief, or indemnification claims pending the outcome of mediation.

(b)

Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by

binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including

the Optional Rules for Emergency Measures of Protection, in Fort Worth, Texas. Notice of the demand for arbitration will be filed in

writing with the parties and with the American Arbitration Association. The arbitrator(s) shall not have the authority to award any relief

which could not be awarded by the courts of the State of Texas. The award of the arbitrator(s) shall be final and binding and judgment

may be entered on the award in accordance with applicable law in any court having jurisdiction. The agreement to arbitrate will be specifically

enforceable in accordance with applicable law in any court having jurisdiction

Section

8.10 Counterparts. This Agreement may be executed

in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.

A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect

as delivery of an original signed copy of this Agreement.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized

officers.

Grun Energy LLC

By:

/s/

Bryan Mendenhall

President

& CEO

Emergen Energy LLC

By:

/s/

Cole W. Johnson

Cole

Johnson

Co-CEO

[Signature

Page to Membership Interest Purchase Agreement]

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