Form 8-K

8-K — Fermi Inc.

Accession: 0001213900-26-089340

Filed: 2026-08-14

Period: 2026-08-11

CIK: 0002071778

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0302016-8k_fermi.htm (Primary)

EX-10.1 — EMPLOYMENT AGREEMENT BETWEEN LEE MCINTIRE AND THE COMPANY, DATED AUGUST 11, 2026 (ea030201601ex10-1.htm)

EX-10.2 — FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN LEE MCINTIRE AND THE COMPANY (ea030201601ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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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)

August 11, 2026

Fermi Inc.

(Exact name of registrant as specified in its charter)

Texas

001-42888

33-3560468

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

620 S. Taylor St., Suite 301

Amarillo, TX

79101

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (214) 894-7855

Not Applicable

(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:

☐ 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, $0.001 par value

FRMI

The Nasdaq Stock Market LLC

Common Stock, $0.001 par value

FRMI

The London Stock Exchange

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

☒

If 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 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 11, 2026, the Board of Directors (the

“Board”) of Fermi Inc. (the “Company”) appointed Lee McIntire as Chief Executive Officer (“CEO”) of

the Company, effective as of August 11, 2026, continuing until a successor CEO is appointed by the Board. Mr. McIntire currently serves

as a director of the Company.

The Company has entered into an Employment Agreement

with Mr. McIntire (the “Employment Agreement”), which provides for an annualized base salary of $750,000. Mr. McIntire is

eligible to receive a target annual bonus equal to 100% of his base salary, with a maximum bonus equal to 200% of the target bonus. Mr.

McIntire’s annual bonus in respect of each calendar year will be prorated based on the number of days that Mr. McIntire serves as

CEO during such year. In addition, Mr. McIntire is entitled to a monthly housing allowance of $15,000. The Employment Agreement provides

severance of accrued obligations, including unpaid base salary, accrued but unused vacation, vested benefits and unreimbursed business

expenses, and in the event of termination due to death or disability, the annual bonus payable with respect to the calendar year immediately

preceding the year of termination, to the extent unpaid. Mr. McIntire will continue to serve as a director of the Company without additional

compensation with respect to his services as a director.

The Employment Agreement

provides for Mr. McIntire’s participation in the Company’s 2025 Long-Term Incentive Plan (the “2025 LTIP”).

In connection with his appointment as CEO, the Company will grant Mr. McIntire a number of restricted stock units having a grant

date fair market value of $3,000,000 (the “RSU Award”) pursuant to the 2025 LTIP, subject to the terms and conditions of

the 2025 LTIP and the form Restricted Stock Unit Award Agreement (the “RSU Award Agreement”) attached hereto as Exhibit

10.2. Pursuant to the RSU Award Agreement, 100% of the restricted stock units

cliff vest on the first anniversary of the date of grant, subject to Mr. McIntire’s continued employment with the Company on

such date. The RSU Award Agreement provides for accelerated vesting of 100% of the unvested restricted stock units upon (i) the 60th

day following the Board’s appointment of a successor CEO, (ii) a change in control in which the successor or acquirer does not

assume, substitute, or otherwise continue the award, (iii) Mr. McIntire’s termination by the Company without cause within

twelve months following a change in control, or (iv) Mr. McIntire’s death or disability. If Mr. McIntire’s employment is

terminated by the Company without cause or Mr. McIntire resigns for good reason, a pro-rata portion of the restricted stock units

will vest based on the number of days elapsed between the grant date and the vesting date.

The summaries of the Employment Agreement and

RSU Award Agreement set forth above do not purport to be complete statements of the terms of such documents. The summaries are qualified

in their entirety by reference to the full text of the Employment Agreement and RSU Award Agreement, which are set forth as Exhibits 10.1

and 10.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1†

Employment Agreement between Lee McIntire and the Company, dated August 11, 2026

10.2†

Form of Restricted Stock Unit Award Agreement between Lee McIntire and the Company

104

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

† Indicates a management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements

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

hereunto duly authorized.

FERMI INC.

Date: August 14, 2026

By:

/s/ George Wentz

Name:

George Wentz

Title:

General Counsel

EX-10.1 — EMPLOYMENT AGREEMENT BETWEEN LEE MCINTIRE AND THE COMPANY, DATED AUGUST 11, 2026

EX-10.1

Filename: ea030201601ex10-1.htm · Sequence: 2

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT

(this “Agreement”) is dated as of August 11, 2026 and is entered into by and between Lee McIntire (“Executive”)

and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as

the “Parties.”

RECITALS

Whereas,

the Company desires to employ Executive as Chief Executive Officer and Executive desires to serve the Company in such capacity; and

Whereas,

the Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to

Executive’s employment by the Company.

Now,

Therefore, in consideration of the mutual promises and agreements contained herein, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

Services

to be Provided by Executive

A. Position

and Responsibilities. During the Term (as defined below), the Company shall employ Executive as Chief Executive Officer. Executive

shall report directly to the Board. In addition, Executive shall continue to serve on the Board while he serves as Chief Executive Officer;

provided that, during the Term, Executive shall not be entitled to any compensation in respect of Executive’s service as a member

of the Board and any such compensation shall not accrue during the Term. Executive shall also have such other duties and responsibilities

that are commensurate with Executive’s position as specifically delegated to him from time to time by the Board, which duties and

responsibilities may include providing services to other members of the Company Group (as defined below) in addition to the Company, and

Executive agrees to diligently perform such duties and responsibilities.

B. Performance.

During the Term, Executive shall devote on a full-time basis all of Executive’s business time to the performance of Executive’s

duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company and its direct and

indirect subsidiaries (the “Company Group”), and Executive shall exercise Executive’s best efforts to

perform Executive’s duties in a diligent, trustworthy, good faith and business-like manner, all for the purpose of advancing the

business of the Company Group. During the Term, Executive shall act in a manner consistent with Executive’s position. During the

Term, Executive shall, on average, be present at a Company Group facility (including in Amarillo, Texas or Dallas, Texas) at least three

(3) days per week. During the Term, without the prior written consent of the Board, Executive (i) shall not be employed by any other entity,

(ii) shall not serve as a member of any board of directors or similar governing body of any Person (as defined below) other than a member

of the Company Group, and (iii) shall not serve as a trustee of, or in any other similar capacity with, any present or future agency or

organization, except that, without the consent of the Board, Executive may engage in such civic, religious, trade or industry group activities

as Executive determines, provided that such activities do not interfere with Executive’s ability to fulfill Executive’s duties

to the Company Group (whether individually or in the aggregate), create a conflict of interest, or otherwise violate the terms of this

Agreement. In addition, and notwithstanding the foregoing, nothing herein shall prohibit or otherwise impede Executive from engaging in

the activity described Exhibit A, subject to the terms of this Agreement, and only to the extent that such activity in no

way violates the terms of this Agreement, including ARTICLE IV herein, or any other agreement by and between Executive and any

member of the Company Group. Executive hereby represents and warrants that, as of the Effective Date (as defined below) there exist (i)

no actual or potential Conflict of Interest (as defined below), and (ii) except as previously disclosed by Executive in writing to the

Company, there are no current or pending lawsuits, claims, charges or arbitrations filed or threatened against or involving Executive

or any trust or vehicle owned or controlled by Executive. Promptly (and in any event, within three Business Days) upon becoming aware

of (x) any actual or potential Conflict of Interest or (y) any lawsuit, claim, charge or arbitration filed against or involving Executive

or any trust or vehicle owned or controlled by Executive, in each case, Executive shall disclose such actual or potential Conflict of

Interest or such lawsuit, claim, charge or arbitration to the Board. “Business Day” means any day except a Saturday,

Sunday or other day on which commercial banks in New York, New York or Dallas, Texas are authorized or required by law to be closed. A

“Conflict of Interest” shall exist when Executive engages in, or plans to engage in, any activities, associations,

or interests that conflict with, or create an appearance of a conflict with, Executive’s duties, responsibilities, authorities,

or obligations for and to any member of the Company Group.

C. Conduct

and Compliance with Policies. During the Term, Executive shall act in accordance with high business and ethical standards. During

the Term, Executive shall comply with the written policies, codes of conduct, codes of ethics and written manuals of the Company Group

(collectively, the “Policies”), in each case, which are applicable to Executive.

D. Prior

Employer Representations. Executive represents that, except as disclosed to the Company in writing prior to the Effective Date,

Executive is not bound by the terms of any agreement with any previous employer or other party that prohibits Executive from assuming

employment with the Company or performing services on any member of the Company’s Group’s behalf (including, for the avoidance

of doubt, any non-competition, non-solicitation or non-recruitment obligations). Executive further represents that the performance of

Executive’s job duties for the Company and any other member of the Company Group does not and will not violate or breach any agreement

with any previous employer or other party, or any legal obligation that Executive may owe to any previous employer or other party, including

any non-disclosure, non-competition, non-solicitation or non-recruitment obligations. Executive shall abide by all obligations that Executive

may owe to prior employers and other third parties, and shall not disclose to the Company or any other member of the Company Group or

induce any member of the Company Group to use any confidential, proprietary or trade secret information belonging to any previous employer

or others. Executive acknowledges and agrees that Executive is strictly prohibited from using or disclosing any confidential information

belonging to any prior employer in the course of performing services for any member of the Company Group, and Executive promises that

Executive shall not do so. Executive shall not introduce documents or other materials containing confidential information of any prior

employer to the premises or property (including computers and computer systems) of any member of the Company Group.

ARTICLE II

Compensation

A. Compensation.

During the Term, the Company shall pay Executive an annualized base salary in the amount of $750,000 less applicable taxes and other

withholdings (“Base Salary”), payable in accordance with the Company’s payroll practices applicable to

executive employees.

B. Annual

Bonus. With respect to each calendar year during the Term, Executive shall be eligible to participate in the Company’s short-term

incentive plan (the “STIP”) as in effect from time to time. Executive’s target annual bonus opportunity

under the STIP shall equal 100% of Executive’s Base Salary and shall be prorated for the number of days that Executive serves as

Chief Executive Officer of the Company during the applicable calendar year. The actual amount of any annual bonus (the “Annual

Bonus”) shall be determined by the Company based on achievement of performance goals established by the Company in its sole

discretion, and shall be within a range of 0%-200% of Executive’s target annual bonus opportunity. Any earned Annual Bonus with

respect to any calendar year during the Term shall be paid to Executive as soon as administratively feasible after the Board (or a committee

thereof) certifies whether the applicable performance targets for the applicable year have been achieved but in no event later than March

15th of the calendar year following the calendar year to which such Annual Bonus relates, provided that Executive is employed

by the Company on the date such Annual Bonus is paid; provided, that if Executive is no longer employed by the Company due to the Board’s

appointment of a successor Chief Executive Officer, Executive shall remain entitled to the payment of the Annual Bonus in respect of the

calendar year in which the termination of employment occurred (and which bonus shall be paid on the date that an Annual Bonus otherwise

would have been paid had Executive remained continuously employed by the Company through the date of such bonus payment). The payment

of any Annual Bonus shall be subject to all federal, state and withholding taxes, social security deductions and other general withholding

obligations. Award of an Annual Bonus with respect to a particular calendar year does not guarantee the award of an Annual Bonus in any

subsequent calendar year. The Company may elect to pay any applicable Annual Bonus in cash or in shares of common stock of the Company

based on the then-fair-market-value of such stock.

C. Equity

Awards. With respect to each calendar year during the Term, Executive shall be eligible to participate in the Company’s

long-term equity incentive plan (the “LTIP”) as in effect from time to time. The value and other terms and conditions

of any long-term equity incentive awards granted to Executive shall be determined by the Company in its sole discretion. All awards granted

to Executive under the LTIP shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and

the individual award agreements evidencing such awards.

D. Business

Expenses. The Company agrees that, during Executive’s employment, it will reimburse Executive for out-of-pocket expenses

reasonably incurred in connection with Executive’s performance of Executive’s services hereunder, upon the presentation by

Executive of an itemized accounting of such expenditures, with supporting receipts, provided that Executive submits such expenses for

reimbursement in accordance with the Company’s expense reimbursement policy. In addition, Executive shall be entitled to receive

a monthly housing allowance of $15,000, payable by the Company on the Company’s regular payroll dates, to defray the cost of furnished

housing accommodations in the Dallas, Texas metropolitan area for Executive and Executive’s immediate family during the Term.

E. Benefits.

Executive shall be eligible to participate in the same benefit plans and programs in which other similarly situated Executives of

the Company are eligible to participate subject to the terms and conditions of the applicable plans and programs in effect from time to

time. Such plans may be modified, amended, terminated, or replaced from time to time by the Company, in its sole discretion.

ARTICLE III

Term;

Termination

A. Term

of Employment. The term of Executive’s employment under this Agreement shall begin on August 11, 2026 (the “Effective

Date”) and shall continue in effect until a successor Chief Executive Officer is appointed by the Board, unless earlier

terminated by any Party in accordance with ARTICLE III. B. The term that Executive is employed hereunder is referred to herein

as the “Term.”

B. Termination

of Employment. Any Party may terminate Executive’s employment at any time during the Term upon sixty (60) days’ written

notice of termination (the “Notice Period”), except that the Company need not provide advance notice for termination

of Executive’s employment for Cause or due to death or Disability (as defined below); provided, however, such Notice Period

(or pay in lieu of such Notice Period) does not need to be provided by the Company in the event that Executive’s employment terminates

because the Company has identified and appointed a successor as Chief Executive Officer. The date of Executive’s termination of

employment is referred to herein as the “Termination Date”. Upon termination of Executive’s employment

for any reason, the Company shall pay Executive (i) any unpaid Base Salary earned and accrued through the date of termination (payable

in the normal course or such earlier time required by applicable law); (ii) any accrued but unused vacation through the date of termination

(payable at the time of the payment described in clause (i)); (iii) vested benefits in accordance with the Company Group’s employee

benefit plans; and (iv) any unreimbursed business expenses properly incurred or housing allowance owed from the period prior to such termination,

to be reimbursed in accordance with the Company’s business expense reimbursement policy (collectively, the “Accrued

Obligations”). The Company may, in its sole discretion, shorten or eliminate the Notice Period and determine the date of

termination without any obligation to pay Executive any additional compensation other than the Accrued Obligations. In addition to the

above, Executive’s employment may be terminated at any time due to Executive’s death or due to the Company’s termination

as a result of a Disability (as defined below), and if the Term ends due to Executive’s death or Disability, the Company Group shall

have no further liability or obligation to Executive for compensation or employee benefits under this Agreement, except that the Company

shall pay or provide the following amounts: (a) the Accrued Obligations; and (b) the Prior Year Bonus.

i. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Affiliate” of any Person means any Person that, directly or indirectly through

one or more intermediaries, controls, is controlled by, or is under common control with such Person.

(b) “Cause” means the occurrence of any of the following events: (i) Executive’s

conviction of, or pleading nolo contendere or guilty to, a misdemeanor involving moral turpitude that has a substantial adverse effect

on the Executive’s qualifications or ability to perform Executive’s duties, or a felony (other than a traffic infraction);

(ii) Executive’s breach of the Company’s written code of conduct and business ethics, any delegation of authority policy of

the Company, or other material written policy or procedure applicable to Executive in effect from time to time relating to personal conduct,

which Executive failed to cure (if the breach is capable of cure) within thirty (30) calendar days after receiving written notice from

the Board; (iii) Executive’s failure to perform lawfully assigned duties consistent with Executive’s position, which Executive

failed to cure (if the breach is capable of cure) within thirty (30) calendar days after receiving written notice from the Board; (iv) Executive’s

gross negligence or willful misconduct in the performance of his duties, which Executive failed to cure (if such gross negligence or willful

misconduct is capable of cure) within thirty (30) calendar days after receiving written notice from the Board; or (v) a material breach

by Executive of this Agreement which Executive failed to cure (if the breach is capable of cure) within thirty (30) calendar days after

receiving written notice from the Board. Further, a resignation by Executive at a time when grounds for Cause exist shall be deemed to

be a termination of Executive’s employment by the Company for Cause.

the essential functions of Executive’s position (after accounting for reasonable accommodation, if applicable and required by applicable

law), due to physical or mental impairment that continues, or can reasonably be expected to continue, for a period in excess of one hundred

twenty consecutive days or one hundred eighty days, whether or not consecutive (or for any longer period as may be required by applicable

law), in any twelve-month period.

(d) “Person” means a natural person or any corporation, limited liability company,

partnership, limited partnership, joint venture, unincorporated organization, trust, estate, governmental entity, or other entity.

(e) “Prior Year Bonus” means the Annual Bonus payable with respect to the calendar

year immediately preceding the calendar year in which Executive’s employment with the Company terminates, to the extent unpaid prior

to such termination of employment, and to be paid at the same time as if no such termination of employment had occurred.

ARTICLE IV

Restrictive

Covenants

A. Confidentiality.

In the course of Executive’s employment with the Company and the performance of Executive’s duties on behalf of the Company

Group hereunder, Executive will be provided with, and will have access to, Confidential Information (defined below). In consideration

of Executive’s receipt of and access to such Confidential Information, and as a condition of Executive’s employment hereunder,

Executive shall comply with this ARTICLE IV. A

i. Both during the Term and thereafter, except as expressly permitted by this Agreement or by directive of

the Board, Executive shall not disclose any Confidential Information to any Person or entity and shall not use any Confidential Information

except for the benefit of the Company Group. Executive shall follow all Company Group policies and protocols regarding the security of

all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored).

Except to the extent required for the performance of Executive’s duties on behalf of the Company Group, Executive shall not remove

from the facilities of any member of the Company Group any equipment, drawings, notes, reports, manuals, invention records, computer software,

customer information, or other data or materials that relate in any way to the Confidential Information, whether paper or electronic and

whether produced by Executive or obtained by the Company Group. Moreover, all documents, videotapes, written presentations, brochures,

drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic

databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any

of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be the

sole and exclusive property of the Company or the other applicable member of the Company Group and be subject to the same restrictions

on disclosure applicable to all Confidential Information pursuant to this Agreement.

ii. Notwithstanding any provision of this ARTICLE IV to the contrary, Executive may make the following

disclosures and uses of Confidential Information:

(a) disclosures to other employees of a member of the Company Group who have a need to know Confidential Information

in connection with the businesses of the Company Group;

(b) disclosures and uses that are approved in writing by the Board; or

to one or more members of the Company Group and agreed in writing to abide by the terms of a confidentiality agreement in a form acceptable

to the Company.

iii. Upon the expiration of the Term, and at any other time upon request of the Company, Executive shall promptly

surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other

materials of any nature containing or pertaining to all Confidential Information and any other Company Group property (including any Company

Group-issued computer, mobile device or other equipment) in Executive’s possession, custody or control and Executive shall not retain

any such documents or other materials or property of the Company Group. Within five days of such expiration or any such request, Executive

shall certify to the Company in writing that all such documents, materials and property have been returned to the Company.

iv. “Confidential Information” means all confidential, competitively valuable, non-public

or proprietary information that is conceived, made, developed or acquired by or disclosed to Executive (whether conveyed orally or in

writing), individually or in conjunction with others, during the period that Executive is or has been employed or engaged by the Company

or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or otherwise)

including: (i) technical information of any member of the Company Group, its affiliates, its customers or other third parties, including

computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether

patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results,

original works of authorship, training programs and procedures, diagrams, charts, business and product development plans, and similar

items; (ii) information relating to any member of the Company Group’s businesses or properties, products or services (including

all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies

for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition

prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’

organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks);

(iii) other valuable, confidential information and trade secrets of any member of the Company Group, its affiliates, its customers or

other third parties; and (iv) any other information that is competitively valuable to any member of the Company Group by virtue of not

being known to the general public. For purposes of this Agreement, Confidential Information shall not include any information that is

or becomes generally available to the public other than as a result of a disclosure or wrongful act of Executive or any of Executive’s

agents; was available to Executive on a non-confidential basis before its disclosure by a member of the Company Group to Executive at

any time; or becomes available to Executive on a non-confidential basis from a source other than a member of the Company Group; provided,

however, that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality

to, a member of the Company Group.

v. Executive acknowledges and agrees that Confidential Information is a special and unique asset of the Company

Group, and that any unauthorized disclosure or unauthorized use of any Confidential Information by Executive will cause irreparable harm

and loss to the Company Group. Executive understands and acknowledges that Confidential Information (i) has been developed by the Company

Group at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties,

and (ii) constitutes a protectable business interest of the Company Group. Executive acknowledges and agrees that the Company Group owns

the Confidential Information. Executive agrees not to dispute, contest, or deny any such ownership rights either during or after Executive’s

employment with any member of the Company Group. Executive agrees to preserve and protect the confidentiality of all Confidential Information.

Executive agrees that during the period of Executive’s employment with any member of the Company Group and after Executive’s

termination from employment for any reason, Executive shall not directly or indirectly, disclose to any unauthorized Person or entity

or use for Executive’s own account any Confidential Information without the Board’s prior written consent. Throughout Executive’s

employment with any member of the Company Group and thereafter: (x) Executive shall hold all Confidential Information in the strictest

confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all Company Group

policies protecting the Confidential Information; and (y) Executive shall not, directly or indirectly, utilize, disclose or make available

to any other Person or entity, any of the Confidential Information, other than in the proper performance of Executive’s duties on

behalf of the Company Group. Further, Executive shall not, directly or indirectly, use the Company Group’s Confidential Information

to: (1) call upon, solicit business from, attempt to conduct business with, conduct business with, interfere with or divert business away

from any customer, client, service provider, supplier or vendor of the Company Group with whom or which the Company Group conducted business

or (2) recruit, solicit, hire or attempt to recruit, solicit, or hire, directly or by assisting others, any Persons employed or engaged

by any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or to engage

in or participate within the Market Area (as defined below) in any aspect of the Business (as defined below).

vi. Notwithstanding the foregoing, nothing in this Agreement or any other agreement between Executive and

any member of the Company Group shall prohibit or restrict Executive from: (i) initiating communications directly with, cooperating with,

providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental agency

(including the Department of Justice, Securities and Exchange Commission, Department of Labor, Equal Employment Opportunity Commission,

National Labor Relations Board, Congress, any Inspector General and any other governmental agency, commission, or regulatory authority)

regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Executive from any governmental

agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any governmental agency relating to a possible

violation of law; (iv) disclosing an act of sexual abuse or facts related to an act of sexual abuse to any other person; or (v) making

any other disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires

Executive to obtain prior authorization before engaging in any conduct described in the preceding sentence, or to notify the Company or

any other member of the Company Group that Executive has engaged in any such conduct. Additionally, pursuant to the federal Defend Trade

Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the

disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or

indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to

the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of

law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal.

B. Non-Competition;

Non-Solicitation.

i. The Company shall provide Executive access to Confidential Information for use only during the Term or

in the course of his service on the Board, and Executive acknowledges and agrees that the Company will be entrusting Executive, in Executive’s

unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Executive

with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Executive

hereunder, Executive has voluntarily agreed to the covenants set forth in this ARTICLE IV.B. Executive agrees and acknowledges

that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities,

are reasonable in all respects, do not interfere with public interests, will not cause Executive undue hardship, and are material and

substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential

Information, goodwill and other legitimate business interests.

ii. During the Prohibited Period (as defined below), Executive shall not, without the prior written approval

of the Board, directly or indirectly (other than on behalf of the Company Group), for Executive or on behalf of or in conjunction with

any other Person or entity of any nature:

(a) engage in or participate within the Market Area (as defined below) in competition with the Company or

any other member of the Company Group in or with respect to any aspect of the Business (as defined below), which prohibition shall prevent

Executive from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes

with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated

with, any Person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition,

with any member of the Company Group in any capacity (with respect to this clause (B)) in which Executive’s duties or responsibilities

involve the Business and are the same as or similar to (or involve direct or indirect oversight over duties or responsibilities that are

the same as or similar to) the duties or responsibilities that Executive had on behalf of or with respect to the Company during the Term;

(b) solicit, canvass, approach, encourage, entice or induce any actual or prospective customer, supplier,

client, service provider, vendor or other business relation of any member of the Company Group for whom or which Executive had direct

or indirect responsibility for any member of the Company Group or about whom or which Executive obtained Confidential Information during

the Term to cease or lessen (or refrain from) such actual or prospective customer’s, supplier’s, client’s, service provider’s,

vendor’s or other business relation’s business or relationship with any member of the Company Group; or

Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or to engage in or participate

within the Market Area (as defined below) in any aspect of the Business (as defined below).

iii. Because of the difficulty of measuring economic losses to the Company as a result of a breach or threatened

breach of the covenants set forth in this ARTICLE IV, and because of the immediate and irreparable damage that would be caused

to the Company for which it would have no other adequate remedy, the Company and the other members of the Company Group shall be entitled

to enforce the provisions of this ARTICLE IV in the event of a breach or threatened breach, by injunctions and restraining orders

from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an

adequate remedy. If a bond is required to secure such equitable relief, the Parties agree that a bond not to exceed $1,000 shall be sufficient

and adequate in all respects to protect the rights and interests of the Parties. The aforementioned equitable relief shall not be the

Company’s or any of its Affiliates’ exclusive remedy for a breach, but instead shall be in addition to all other rights and

remedies available to the Company and each of its affiliates, at law and equity, including the recovery of damages and reasonable attorneys’

fees from Executive, Executive’s agents, any future employer of Executive, and any Person that conspires or aids and abets Executive

in a breach or threatened breach of this Agreement. Further, if Executive violates any of the restrictions contained in this ARTICLE

IV, the Prohibited Period with respect to such restriction shall be suspended and shall not run in favor of Executive from the time

of the commencement of any violation until the time when Executive is no longer in violation of such provision; the period of time in

which Executive is in breach shall be added to the Prohibited Period.

iv. The covenants in this ARTICLE IV, and each provision and portion hereof, are severable and separate,

and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion

thereof). Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions

set forth are unreasonable, then it is the intention of the Parties that such restrictions be severed or reformed, and then enforced to

the fullest extent which court deems reasonable, and this Agreement shall thereby be reformed.

v. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Business” shall mean the business and operations that are the same or similar

to those performed by the Company or any other member of the Company Group for which Executive provides services during the Term, which

business and operations include (w) services related to behind-the-meter (“BTM”) power generation or data center

co-location, (x) the operation of nuclear, natural gas, or solar generation assets; the development or management of BTM energy provisioning

for hyperscale tenants; the deployment of advanced cooling technologies, including air-cooled condensers; the creation or operation of

turnkey digital and energy platforms for defense-aligned or AI-intensive data center operations; or the full lifecycle management of nuclear

facilities, including licensing, regulatory compliance, infrastructure development, tenant power delivery, and decommissioning, and (y)

any prospective business any member of the Company Group considered or pursued and for which Executive had direct or indirect responsibility

with respect to such consideration or pursuit, and about which Executive obtained Confidential Information, during the Term.

(b) “Market Area” shall mean the State of Texas, and any other geographic area with

respect to which Executive performed any services for any member of the Company Group in the last 24 months of the Term (or during the

Term if the Term is less than 24 months).

by any member of the Company Group and continuing for a period of twenty-four (24) months following the date that Executive is no longer

employed by any member of the Company Group.

vi. Notwithstanding the restrictions contained herein, Executive may own, directly or indirectly, solely as

an investment, securities of any company which is engaged in the Business in the Market Area that are traded on any national securities

exchange, provided that Executive is not a controlling person of, or member of a group that controls such business, and provided further

that Executive does not, directly or indirectly, own two percent (2%) or more of any class of securities of such business or have the

power, directly or indirectly, to control or direct the management or affairs of any such business and is not involved in the management

of such business. The restrictions contained in this Agreement also shall not limit or restrict Executive from investing in a private

equity fund, venture capital fund, mutual fund or other investment similar to any of the foregoing, in each case, that has an interest

in a company which is engaged in the Business in the Market Area, provided that such investment is passive and Executive does not participate

in the management or operations of any such fund or portfolio company thereof that is engaged in the Business in the Market Area whether

as a consultant or in any other capacity.

C. Non-Disparagement.

Subject to ARTICLE IV. A. vi above, during the Term and at all times thereafter, Executive agrees not to make any statement, either

directly or indirectly, that is intended, or reasonably may be expected, to become public and which disparages, defames, casts in a false

light, is injurious to the business or professional reputation of, or that could reasonably be considered to adversely affect the goodwill

of, the Company, any other member of the Company Group or any of their respective Affiliates, or any of the foregoing Persons’ shareholders,

businesses, employees, officers or directors. For the avoidance of doubt, the foregoing sentence shall not prevent Executive from (A)

disclosing information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena,

civil investigative demand or similar process), (B) acting in good faith to enforce Executive’s rights under this Agreement, or

(C) making any statements required by applicable law or to any governmental agency, including any statements permitted pursuant to ARTICLE

IV. A. vi above.

D. Ownership

of Intellectual Property.

i. Executive agrees that the Company shall own, and Executive agrees to assign to the Company, and Executive

hereby assigns to the Company, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights,

trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all

inventions (whether or not patentable), discoveries, developments, improvements, innovations, works of authorship, mask works, designs,

know-how, ideas, formulae, processes, techniques, data and information authored, created, contributed to, made or conceived or reduced

to practice, in whole or in part, by Executive during the period in which Executive is or has been employed by or affiliated with the

Company or any other member of the Company Group, whether or not registerable under U.S. law or the laws of other jurisdictions, that

either (a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the Company

Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount of the Company’s

or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies,

facilities or Confidential Information (all of the foregoing collectively referred to herein as “Company Intellectual Property”),

and Executive shall promptly disclose all Company Intellectual Property to the Company in writing. To support Executive’s disclosure

obligation herein, Executive shall keep and maintain adequate and current written records of all Company Intellectual Property made by

Executive (solely or jointly with others) during the period in which Executive is or has been employed by or affiliated with the Company

or any other member of the Company Group in such form as may be specified from time to time by the Company. These records shall be available

to, and remain the sole property of, the Company at all times.

ii. All of Executive’s works of authorship and associated copyrights created during the period in which

Executive is employed by or affiliated with the Company or any other member of the Company Group and in the scope of Executive’s

employment or engagement shall be deemed to be “works made for hire” within the meaning of the Copyright Act. To the extent

any right, title and interest in and to Company Intellectual Property cannot be assigned by Executive to the Company, Executive agrees

to grant, and does hereby grant, to the Company Group an exclusive, perpetual, royalty-free, transferable, irrevocable, worldwide license

(with rights to sublicense through multiple tiers of sublicensees) to make, have made, use, sell, offer for sale, import, export, reproduce,

practice and otherwise commercialize such rights, title and interest.

iii. To the extent allowed by law, the following sentence applies to all rights that may be known as or referred

to as “moral rights,” “artist’s rights,” “droit moral,” or the like, including without limitation

those rights set forth in 17 U.S.C. §106A (collectively, “Moral Rights”). To the extent Executive retains

any Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral

Rights by or authorized by the Company or any member of the Company Group, and Executive hereby waives and agrees not to assert any Moral

Rights with respect to such Moral Rights. Executive shall confirm any such ratifications, consents, waivers, and agreements from time

to time as requested by the Company.

iv. All inventions (whether or not patentable), original works of authorship, designs, know-how, mask works,

ideas, trademarks or names, information, developments, improvements, and trade secrets of which Executive is the sole or joint author,

creator, contributor, or inventor that were made or developed by Executive prior to Executive’s employment with or affiliation with

the Company or any other member of the Company Group, or in which Executive asserts any intellectual property right, and which are applicable

to or relate in any way to the business, products, services, or demonstrably anticipated research and development or business of any member

of the Company Group (“Prior Inventions”) are listed on Exhibit B, and Executive represents that Exhibit

B is a complete list of all such Prior Inventions. If no such list is attached, Executive hereby represents and warrants that there are

no Prior Inventions, and Executive shall make no claim of any rights to any Prior Inventions. If, in the course of Executive’s employment

with or affiliation with the Company or any other member of the Company Group, Executive uses in connection with or otherwise incorporates

into the product, process, or device of any member of the Company Group a Prior Invention, the Company Group is hereby granted and will

have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, import, export, offer for

sale, sell and otherwise commercialize such Prior Invention as part of or in connection with (i) such product, process, or device of any

member of the Company Group and (ii) the conduct of the business of the Company Group.

v. Executive shall perform, during and after the period in which Executive is or has been employed by or

affiliated with the Company or any other member of the Company Group, all acts deemed necessary or desirable by the Company to permit

and assist each member of the Company Group, at the Company’s expense, in obtaining and enforcing the full benefits, enjoyment,

rights and title throughout the world in the Company Intellectual Property and Confidential Information assigned, to be assigned, or licensed

to the Company under this Agreement. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution,

registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement

of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings

related to the Company Intellectual Property or Confidential Information.

vi. In the event that the Company (or, as applicable, another member of the Company Group) is unable for any

reason to secure Executive’s signature to any document required to file, prosecute, register, or memorialize the assignment of any

patent, copyright, mask work or other applications or to enforce any patent, copyright, mask work, moral right, trade secret or other

proprietary right under any Confidential Information or Company Intellectual Property (including derivative works, improvements, renewals,

extensions, continuations, divisionals, continuations in part, continuing patent applications, reissues, and reexaminations of such Company

Intellectual Property), Executive hereby irrevocably designates and appoints the Company and each of the Company’s duly authorized

officers and agents as Executive’s agents and attorneys-in-fact to act for and on Executive’s behalf and instead of Executive

(i) to execute, file, prosecute, register and memorialize the assignment of any such application, (ii) to execute and file any documentation

required for such enforcement, and (iii) to do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization

of assignment, issuance, and enforcement of patents, copyrights, mask works, moral rights, trade secrets or other rights under the Confidential

Information or Company Intellectual Property, all with the same legal force and effect as if executed by Executive.

vii. In the event that Executive enters into, on behalf of any member of the Company Group, any contracts or

agreements relating to any Confidential Information or Company Intellectual Property, Executive shall assign such contracts or agreements

to the Company (or the applicable member of the Company Group) promptly, and in any event, prior to Executive’s termination. If

the Company (or the applicable member of the Company Group) is unable for any reason to secure Executive’s signature to any document

required to assign said contracts or agreements, or if Executive does not assign said contracts or agreements to the Company (or the applicable

member of the Company Group) prior to Executive’s termination, Executive hereby irrevocably designates and appoints the Company

(or the applicable member of the Company Group) and each of the Company’s duly authorized officers and agents as Executive’s

agents and attorneys-in-fact to act for and on Executive’s behalf and instead of Executive to execute said assignments and to do

all other lawfully permitted acts to further the execution of said documents.

ARTICLE V

Miscellaneous

Provisions

A. Mediation and Arbitration.

i. In the event of any dispute, controversy or claim arising out of, or in connection with or relating to

this Agreement or Executive’s employment, engagement, relationship or affiliation with the Company or any other member of the Company

Group or any member of the Company Group’s predecessors or successors (each a “Dispute” and, collectively,

“Disputes”), the parties to such Dispute shall use commercially reasonable efforts to resolve such Dispute through

negotiation between individuals with the authority to settle the Dispute on behalf of the parties (each, an “Authorized Decision

Maker”). To this end, each such party shall cause an Authorized Decision Maker to consult and negotiate with an Authorized

Decision Maker of the other party, and the parties shall attempt to reach a resolution satisfactory to both parties, recognizing that

their mutual interests may not be aligned (and that each such party shall be entitled to reasonably seek to promote such party’s

own interests in such resolution). If the parties to a Dispute do not resolve such Dispute within thirty (30) days of the first negotiation

between Authorized Decision Makers, then upon written notice by either party to the other, the Dispute shall be submitted to non-binding

mediation to be administered in Dallas, Texas, by the American Arbitration Association or its successor (the “AAA”)

(or another mediator upon the mutual agreement of Executive and the applicable member of the Company Group). Such mediation session shall

take place within sixty (60) days of the date of receipt of the written request for mediation. If the parties are not able to agree regarding

the identity of the mediator within twenty (20) days from the party’s delivery of the mediation demand to the other party, the AAA

shall appoint a neutral mediator upon written request to the AAA by either party.

ii. In the event the applicable member of the Company Group and Executive are unable to resolve any Dispute

as described above, then subject to ARTICLE V.A iii and v, any Dispute will be finally settled by arbitration in Dallas,

Texas in accordance with the then-existing employment arbitration rules of the AAA (https://www.adr.org/rules-forms-and-fees/employment/).

The arbitration award shall be final and binding on the parties. Any arbitration conducted under this ARTICLE V.A shall be private,

and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable

rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided

to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence

as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony

and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall

be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action

or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed

to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned,

rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered

by any court of competent jurisdiction. This ARTICLE V.A shall be governed by the Federal Arbitration Act, 9 U.S.C. §1, et

seq.

iii. Notwithstanding ARTICLE V.A i or ii above, either Party may make a timely application for,

and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of ARTICLE IV; provided, however,

that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration

under this ARTICLE V.

iv. By entering into this Agreement and entering into the arbitration provisions of this ARTICLE V.A,

THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL

WITH RESPECT TO ALL DISPUTES.

v. Nothing in this ARTICLE V.A shall prohibit a party from instituting litigation to enforce

any arbitration award. Further, nothing in this ARTICLE V.A precludes Executive from filing a charge or complaint with a federal,

state or other governmental administrative agency.

B. Cooperation.

During the Term and thereafter, upon request from the Company, Executive shall cooperate with the Company and its affiliates in the defense

of any claims or actions that may be made by or against the Company or its affiliates that relate to Executive’s actual or prior

areas of responsibility.

C. Withholdings;

Deductions. The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a)

all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions

consented to in writing by Executive.

D. Title

and Headings; Construction. Titles and headings to Articles and Sections hereof are for the purpose of reference only and shall

in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits or attachments referred to in this Agreement are,

by such reference, incorporated herein and made a part hereof for all purposes. Unless the context requires otherwise, all references

to laws, regulations, contracts, documents, agreements and instruments refer to such laws, regulations, contracts, documents, agreements

and instruments as they may be amended, restated or otherwise modified from time to time, and references to particular provisions of laws

or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars”

or “$” in this Agreement refer to United States dollars. The words “herein”, “hereof”, “hereunder”

and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not

to any particular provision hereof. Unless the context requires otherwise, the word “or” is not exclusive. Wherever the context

so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references

to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty

or ambiguity herein shall be construed or resolved against any Party hereto, whether under any rule of construction or otherwise. On the

contrary, this Agreement has been reviewed by each of the Parties hereto and shall be construed and interpreted according to the ordinary

meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties hereto.

E. Severability.

If an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or portion thereof) is invalid or

unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability

of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

F. Entire

Agreement and Amendment. This Agreement contains the entire agreement of the Parties with respect to the matters covered herein

and supersedes all prior and contemporaneous agreements and understandings (including any offer letter or similar agreement), oral or

written, between the Parties hereto concerning the subject matter hereof; provided, however, that in the event that Executive is subject

to any other restrictive covenants with respect to any member of the Company Group (including with respect to confidentiality or non-disclosure,

non-competition, non-solicitation, intellectual property, and non-disparagement), the restrictive covenants contained in this Agreement

shall complement and be in addition to, and not supersede or be in lieu of, such other restrictive covenants (which shall remain in full

force and effect in accordance with the terms thereof). This Agreement may be amended only by a written instrument executed by both Parties

hereto.

G. Disclaimer

of Reliance. Executive represents and warrants that Executive understands the final and binding effect of this Agreement, that

the only promises made to Executive to sign this Agreement are those stated within the four corners of this document, and that in entering

into this Agreement Executive relies on Executive’s own judgment, and Executive has not relied on any representation or statement,

written or oral, or any alleged omission by any other party with regard to the terms, conditions, and effect of this Agreement, including

any facts, issues, or omissions which might be deemed material to Executive’s decision to enter into this Agreement, other than

the statements that appear in this Agreement.

H. Waiver

of Breach. Any waiver of this Agreement must be executed by the Party to be bound by such waiver. No waiver by either Party hereto

of a breach of any provision of this Agreement by the other Party, or of compliance with any condition or provision of this Agreement

to be performed by such other Party, will operate or be construed as a waiver of any subsequent breach by such other Party or any similar

or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason

of any breach will not deprive such Party of the right to take action at any time.

I. Counterparts.

This Agreement may be executed in any number of counterparts, including by electronic mail or .pdf, each of which when so executed and

delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may

consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both Parties hereto.

J. Assignment.

This Agreement is personal to Executive, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise

transferred by Executive. The Company may assign this Agreement without Executive’s consent, including to any other member of the

Company Group and to any successor to or acquirer of (whether by merger, purchase or otherwise) all or substantially all of the equity,

assets or businesses of the Company or other member of the Company Group.

K. Attorney

Fees. The Company will reimburse Executive for up to $25,000 of the legal fees by Executive in connection with the review and

drafting of this Agreement. Within thirty (30) days following the date Executive enters into this Agreement, Executive shall provide the

Company documentation of such fees in a form reasonably acceptable to the Company, and the Company will provide such reimbursement within

thirty (30) days of its receipt of such documentation.

L. Third-Party

Beneficiaries. Each member of the Company Group that is not a signatory to this Agreement shall be a third-party beneficiary of

Executive’s obligations herein and shall be entitled to enforce such obligations as if a Party hereto.

M. Certain

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual”

(as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the payments

and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from

the Company or any of its Affiliates or other payor, would constitute a “parachute payment” (as defined in Section 280G(b)(2)

of the Code), then such payments and benefits shall be either (a) reduced (but not below zero) so that the present value of such total

payments and benefits shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section

280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed

by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account

any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits, if applicable,

shall be made by reducing, first, payments or benefits to be paid in cash in the order in which such payment or benefit would be paid

or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to

such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind in a similar order, and

then reducing equity or equity-based benefits (reduced in the order of highest value to lowest value under Code Section 280G). The determination

as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would

be subject to such excise tax) shall be made at the expense of the Company by a firm of independent accountants, a law firm, or other

valuation specialist selected by the Board in good faith prior to the consummation of the applicable change in control transaction, and

the applicable independent accountants, law firm, or other valuation specialist shall consider the value, if any, of Executive’s

restrictive covenants (including the non-competition restrictions set forth herein) as part of its analysis as may be appropriate under

Section 280G of the Code. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit,

when aggregated with other payments and benefits used in determining if a “parachute payment” exists, exceeds one dollar ($1.00)

less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification

that an overpayment has been made. Nothing in this ARTICLE V.M shall require the Company to provide a gross-up payment to Executive

with respect to Executive’s excise tax liabilities under Section 4999 of the Code. Notwithstanding the foregoing, in the event that

no stock of the Company or its applicable Affiliates is readily tradable on an established securities market or otherwise (within the

meaning of Section 280G) as of immediately prior to an applicable transaction that constitutes a “change in ownership or control”

for purposes of Section 280G of the Code, the Company shall submit to a vote of stockholders for approval the portion of the payments

and benefits payable to Executive that equal or exceeds three times the Executive’s “base amount” (the “Excess

Parachute Payments”) in accordance with Treas. Reg. §1.280G-1; provided, that Executive has first, in Executive’s

sole discretion, executed a customary waiver of such Excess Parachute Payments (the Company makes no guarantee regarding the outcome of

any such vote). If such stockholder approval is obtained in accordance with Section 280G of the Code, then the payments and benefits shall

not be subject to reduction as described above.

N. Clawback.

To the extent required by Company policy, applicable law, government regulation or any applicable securities exchange listing standards,

amounts paid or payable under this Agreement or under the LTIP or any incentive plan of the Company Group shall be subject to the provisions

of any applicable clawback policies or procedures adopted by the Company Group and applicable to executives of the Company Group generally,

including pursuant to applicable law, government regulation or applicable securities exchange listing requirements, which clawback policies

or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement or under the LTIP or any incentive

plan of the Company Group in the event of material misstatements, financial restatements, other bad acts (or inaction), or other events

or occurrences consistent with any government regulation or securities exchange listing requirement. The Company Group reserves the right,

without the consent of Executive, to adopt any such clawback policies and procedures that are consistent with the immediately preceding

sentence, including such policies and procedures applicable to this Agreement and under the LTIP or any incentive plan of the Company

Group with retroactive effect.

O. Section

409A. This Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either

be exempt from the requirements of Section 409A of the Code (“Section 409A”) or shall comply with the requirements

of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement

or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A. Notwithstanding anything in

this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision

of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation”

within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation

from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”

“termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A.

Notwithstanding any provision in this Agreement or elsewhere to the contrary, if on Executive’s termination of employment, Executive

is a “specified employee” within the meaning of Section 409A, any payments or benefits that are payable as the result of a

termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the

meaning of Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not

otherwise qualify under the exemptions under Treasury Regulation section 1.409A-1 (including without limitation, the short-term deferral

exemption and the permitted payments under Treasury Regulation section 1.409A-1(b)(9)(iii)(A)) and that otherwise would have been paid

within six (6) months following such termination of employment, shall be delayed and paid or provided to Executive in a lump sum (whether

they would have otherwise been payable in a single sum or in installments in the absence of such delay) on the earlier of (x) the date

which is six (6) months and one day after Executive’s separation from service for any reason other than death, and (y) the date

of Executive’s death (but not earlier than such payments or benefits would have been made absent this provision), and any remaining

payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit. With

respect to any expense reimbursement benefit or in-kind benefit provided pursuant to this Agreement or otherwise, (1) the amount of expenses

eligible for reimbursement or in-kind benefits provided to Executive during any calendar year shall not affect the amount of expenses

eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (2) the reimbursements for expenses for

which Executive is entitled to be reimbursed shall be made promptly, but in all events on or before the last day of the calendar year

immediately following the calendar year in which the applicable expense is incurred, and (3) the right to payment or reimbursement hereunder

may not be liquidated or exchanged for any other benefit. Each payment under this Agreement to Executive shall be deemed a separate payment

for purposes of Section 409A.

P. Applicable

Law. This Agreement shall in all respects be construed according to the laws of the State of Texas without regard to its conflict

of laws principles that would result in the application of the laws of another jurisdiction.

Q. Effect

of Termination. The provisions of ARTICLE IV and ARTICLE V, and those provisions necessary to interpret and enforce

them, shall survive any termination of this Agreement and any termination of the employment relationship between Executive and the Company.

{Remainder of Page Intentionally Left Blank.

Signature Page Follows.}

IN WITNESS WHEREOF, the Company

and Executive have caused this Agreement to be executed on the date first set forth above, to be effective as of the Effective Date.

LEE

MCINTIRE:

/s/

Lee McIntire

Lee

McIntire

FERMI

INC.

By:

/s/

Robert L. Masson

Name:

Robert L.

Masson

Title:

Chief

Financial Officer

{Signature Page to Employment Agreement}

Exhibit A

Service as a Director on the Board of Directors

of McDermott International

Service as a Director on the Board of Directors

of Spur Petroleum Ltd.

Exhibit B

PRIOR INVENTIONS

1. The

following is a complete and accurate list of all Prior Inventions relevant to the subject matter of Executive’s employment with

the Company that have been made, conceived or first reduced to practice by Executive alone or jointly with others prior to Executive’s

employment with or affiliation with the Company:

Check appropriate space(s):

☒ None.

☐ See below:

☐ Due to confidentiality agreements with a prior employer, Executive

cannot disclose certain Prior Inventions that would otherwise be included on the above-described list.

☐ Additional sheets attached.

2. Executive

proposes to bring to Executive’s employment with the Company the following devices, materials, and documents of a former employer

or other person to whom Executive has an obligation of confidentiality that is not generally available to the public; provided that such

materials and documents may be used by Executive in Executive’s employment with the Company only in accordance with the express

written authorization of Executive’s former employer or such other person, as applicable (a copy of which is attached to this Agreement):

Check appropriate space(s):

☒ None.

☐ See below.

☐ Additional sheets attached.

EX-10.2 — FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN LEE MCINTIRE AND THE COMPANY

EX-10.2

Filename: ea030201601ex10-2.htm · Sequence: 3

Exhibit 10.2

2026 RSU Award Agreement

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

FERMI INC.

2025 LONG-TERM INCENTIVE PLAN

1. Award of Awarded Units.

Pursuant to the Fermi Inc. 2025 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside

Directors of Fermi Inc., a Texas corporation (the “Company”) and its Subsidiaries, the Company hereby grants

Lee McIntire

(the “Participant”)

an Award under the Plan for [485,437] Awarded

Units (the “Awarded Units”), which may be converted into the number of whole shares of Common Stock of the

Company equal to the number of vested Awarded Units (determined in accordance with Section 3 below), subject to the terms and

conditions of the Plan and this Restricted Stock Unit Award Agreement (this “Agreement”). The “Date

of Grant” of this Award is [ ], 2026. Each Awarded Unit shall be a notional share

of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a share of Common Stock at any time.

2. Subject to Plan.

This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent inconsistent

with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned

to them in the Plan, except as otherwise expressly provided herein. This Agreement is subject to any rules promulgated pursuant to the

Plan by the Board or the Committee and communicated to the Participant in writing.

3. Vesting; Forfeiture.

Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as “Vested

Units.” All other Awarded Units are collectively referred to herein as “Unvested Units.”

a. Except as specifically

provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall vest and

become Vested Units as follows: 100% of the Awarded Units shall vest and become Vested Units on the first anniversary of the Date of Grant,

provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the

Company or a Subsidiary on such date.

b. Except as otherwise

provided by Sections 3.c., 3.d., 3.e., 3.f. and 3.g. hereof, immediately upon the Participant’s Termination of Service for

any reason, including retirement, the Participant shall be deemed to have forfeited all of the Participant’s Unvested Units.

c. Notwithstanding

the foregoing, 100% of the Unvested Units shall immediately become Vested Units upon the 60th day following the Board’s

appointment of a successor Chief Executive Officer of the Company.

d. Notwithstanding

the foregoing, in the event that a Change in Control occurs and the successor or acquirer does not assume, substitute, or otherwise continue

this Award, then 100% of the Unvested Units shall immediately become Vested Units upon such Change in Control, provided that the Participant

is employed by or providing services to the Company or a Subsidiary on such date.

e. Notwithstanding

the foregoing, in the event that the Participant incurs a Termination of Service by the Company without “Cause” within twelve

months following a Change in Control, then 100% of the Unvested Units shall immediately become Vested Units upon such termination.

f. Notwithstanding

the foregoing, if the Participant incurs a Termination of Service by the Company without “Cause” (not covered by Section

3(e) or due to the Participant’s resignation for “Good Reason,” a pro-rata portion of the Unvested Units shall vest

upon such termination, determined by multiplying the total number of Unvested Units as of the termination date by a fraction, the numerator

of which is the number of days elapsed from the Date of Grant through the date of termination and the denominator of which is the total

number of days in such vesting period, subject to the Participant’s execution and non-revocation of a release in a form acceptable

to the Company.

g. Notwithstanding

the foregoing, if the Participant’s employment with or services to the Company or any of its Subsidiaries terminates by reason of

the Participant’s death or Total and Permanent Disability, then 100% of the Unvested Units shall immediately become Vested Units

upon such termination, subject to the Participant’s execution and non-revocation of a release in a form acceptable to the Company.

h. For purposes

of this Agreement, “Cause” shall have the meaning ascribed to such term in the Participant’s employment

agreement with the Company (the “Employment Agreement”).

i. For purposes

of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Participant’s

prior consent: (i) a material diminution in the Participant’s authority, responsibilities, title and duties; (ii) a material reduction

in the Participant’s base salary, target annual bonus opportunity or target annual long term incentive opportunity (each as specified

in the Employment Agreement), other than a uniform reduction applied to substantially all senior officers of the Company; (iii) a breach

by the Company of this Agreement or the Employment Agreement; (iv) a relocation of the Participant’s primary office location to

a distance of more than fifty (50) miles from its location as of the Effective Date (which primary office location, the parties agree,

shall be in Dallas, Texas as of the Effective Date). Notwithstanding the foregoing, in order for the Participant’s termination to

be for Good Reason, the Participant must provide the Company written notice within thirty (30) days after the initial occurrence of the

event or events alleged to constitute Good Reason of the Participant’s intent to terminate the Participant’s employment for

Good Reason and specifying the reasons for such alleged Good Reason, and provide the Company with thirty (30) days after receipt of such

notice from the Participant to remedy the alleged action(s) giving rise to the Good Reason event. In the event the Company does not timely

cure the violation, if the Participant does not terminate the Participant’s employment within fifteen (15) days following the last

day of the cure period, the occurrence of the violation shall not subsequently serve as Good Reason for purposes of this Agreement. Further

notwithstanding the foregoing, no suspension of the Participant or a reduction in the Participant’s authority, responsibilities,

title or duties in conjunction with any leave required, or any other action taken, by the Company as part of an investigation into alleged

wrongdoing by the Participant shall give rise to Good Reason.

4. Delivery of Common Stock.

Subject to the provisions of the Plan and this Agreement, the Company shall convert the Vested Units into the number of whole shares of

Common Stock equal to the number of Vested Units and shall deliver to the Participant or the Participant’s personal representative

a number of shares of Common Stock equal to the number of Vested Units credited to the Participant as soon as administratively practicable,

and in no event later than 60 days following the date on which the Awarded Units became Vested Units.

5. Who May Receive Common

Stock with Respect to Vested Units. During the lifetime of the Participant, the Common Stock received upon conversion of the Vested

Units may only be received by the Participant or his or her legal representative. If the Participant dies prior to the date his or her

Awarded Units are converted into shares of Common Stock as described in Section 4 above, the Common Stock relating to such converted

Awarded Units may be received by any individual who is entitled to receive the property of the Participant pursuant to the applicable

laws of descent and distribution.

6. Rights as Shareholder.

The Participant will have no rights as a shareholder with respect to the Awarded Units until the issuance of a certificate or certificates

to the Participant or the registration of such shares of Common Stock in the Participant’s name. The Awarded Units shall be subject

to the terms and conditions of this Agreement. If any dividends or other distributions are paid with respect to the shares of Common Stock

underlying the Awarded Units while the Awarded Units are outstanding, (i) the dollar amount or Fair Market Value of such dividends or

distributions with respect to the number of shares of Common Stock then underlying the Awarded Units shall be credited to a bookkeeping

account and held (without interest) by the Company for the account of the Participant until the date the Awarded Units become Vested Units

and are converted and paid; and (ii) such dividend equivalents withheld pursuant to clause (i) attributable to any Awarded Units shall

be distributed to such Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market

Value equal to the amount of such dividend equivalents, if applicable, upon the date such Awarded Units become Vested Units and are converted

and paid. Such dividend equivalents shall be subject to the same vesting and forfeiture provisions as the Awarded Units to which they

relate. Any accrued amounts with respect to Unvested Units shall be forfeited upon any forfeiture of the related Unvested Units.

7. No Fractional Shares.

Awarded Units may be converted only with respect to full shares, and no fractional share of Common Stock shall be issued.

8. Non-Assignability.

The Awarded Units are not assignable or transferable by the Participant except by will or by the laws of descent and distribution.

9. The Participant’s

Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for the Participant’s review by

the Company and represents that the Participant is familiar with the terms and provisions thereof, and hereby accepts the Awarded Units

subject to all the terms and provisions thereof.

10. Adjustment of Number

of Awarded Units and Related Matters. The number of shares of Common Stock covered by the Awarded Units shall be subject to adjustment

in accordance with Articles 11-13 of the Plan.

11. Specific Performance.

The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this

Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and

remedies at law or in equity of the parties under this Agreement.

12. The Participant’s

Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that the Company will not be obligated

to register any shares of Common Stock in the Participant’s name or issue any shares of Common Stock to the Participant hereunder,

if the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation

of any governmental authority. Any determination by the Company under this Section 12 shall be final, binding, and conclusive.

The obligations of the Company and the obligations of the Participant are subject to all Applicable Laws, rules, and regulations.

13. Investment Representation.

Unless the Awarded Units are issued in a transaction registered under applicable federal and state securities laws, by the Participant’s

execution hereof, the Participant represents and warrants to the Company that all Common Stock which may be acquired hereunder will be

acquired by the Participant for investment purposes for the Participant’s own account and not with any intent for resale or distribution

in violation of federal or state securities laws, all certificates issued with respect to the Common Stock shall bear an appropriate restrictive

investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities

laws or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration

is not required.

14. Law Governing.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict

of laws rule or principle of Texas law that might refer the governance, construction, or interpretation of this Agreement to the laws

of another state).

15. Claims. The Participant’s

sole remedy for any Claim shall be against the Company, and no Participant shall have any claim or right of any nature against any Subsidiary

of the Company or any shareholder or existing or former director, officer or Employee of the Company or any Subsidiary of the Company.

16. No Right to Continue

Service or Employment. Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to

provide services to the Company or any Subsidiary, whether as an Employee, Contractor, or Outside Director, or to interfere with or restrict

in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at

any time.

17. Legal Construction.

In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court

of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable

term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement and this Agreement

shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained

herein.

18. Covenants and Agreements

as Independent Agreements. Each of the covenants and agreements that are set forth in this Agreement shall be construed as a covenant

and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against

the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the

covenants and agreements that are set forth in this Agreement.

19. Entire Agreement.

This Agreement, together with the Plan, supersede any and all other prior understandings and agreements, either oral or in writing, between

the parties with respect to the subject matter in this Agreement and constitute the only agreements between the parties with respect to

the subject matter in this Agreement. All prior negotiations and agreements between the parties with respect to the subject matter in

this Agreement are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises,

or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party regarding the subject matter

of this Agreement, which are not embodied in this Agreement or the Plan and that any agreement, statement or promise regarding the subject

matter of this Agreement that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.

Except for the specific representations expressly made by the Company in this Agreement, the Participant specifically disclaims that the

Participant is relying upon or has relied upon any communications, promises, statements, inducements, or representation(s) that may have

been made, oral or written, regarding the subject matter of this Agreement. The parties represent that they are relying solely and only

on their own judgment in entering into this Agreement.

20. Counterparts. This

Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall

constitute one and the same agreement.

21. Parties Bound.

The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of

the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject

to the limitation on assignment expressly set forth herein.

22. Modification. No

change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and

signed by the parties (electronically or otherwise); provided, however, that the Company may change or modify this Agreement without the

Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary

for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued

thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.

23. Headings. The headings

that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered

in construing the terms and provisions of this Agreement.

24. Gender and Number.

Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall

be held to include the plural, and vice versa, unless the context requires otherwise.

25. Notice. Any notice

required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant,

as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice

delivered in accordance herewith:

a. Notice to the

Company shall be addressed and delivered as follows:

Fermi Inc.

600 S. Tyler St., Suite 1501

Amarillo, TX 79101

Attn: George Wentz

b. Notice to the

Participant shall be addressed and delivered to the most recent address in the Company’s records.

26. Clawback. The Participant

acknowledges, understands and agrees, with respect to any shares of Common Stock delivered to the Participant (or registered in the Participant’s

name) pursuant to this Agreement, that such shares of Common Stock shall be subject to recovery by the Company, and the Participant shall

be required to repay such shares of Common Stock, in accordance with the Company’s clawback policy, as in effect from time to time.

The Participant further acknowledges, understands, and agrees that the Board retains the right to modify the Company’s clawback

policy at any time.

27. Tax Requirements.

The Participant is hereby advised to consult immediately with the Participant’s own tax advisor regarding the tax consequences of

this Agreement, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the

Code. The Company and its Subsidiaries (for purposes of this Section 27, the term “Company” shall be deemed to include

any applicable Subsidiary of the Company) shall, prior to the date of conversion, require the Participant receiving shares of Common Stock

upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with

the Participant’s income arising with respect to this Award. Such payments shall be required to be made prior to the delivery of

any certificate or the registration of such shares of Common Stock in the Participant’s name for such shares of Common Stock. Such

payment may be made by (i) the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional

shares of Common Stock) the required tax withholding obligations of the Company; (ii) with the consent of the Board, in its sole discretion,

the actual delivery by the Participant to the Company of shares of Common Stock, which shares of Common Stock so delivered have an aggregate

Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares of Common Stock) the required tax withholding payment;

(iii) with the consent of the Board, in its sole discretion, the Company’s withholding of a number of shares of Common Stock to

be delivered upon the settlement of the Award, which shares of Common Stock so withheld have an aggregate Fair Market Value that equals

or exceeds (to avoid the issuance of fractional shares of Common Stock) the required tax withholding payment; (iv) with the consent of

the Board, in its sole discretion, through a broker-assisted sale, whereby a broker sells a portion of the shares of Common Stock issued

upon settlement of the Award and remits a portion of such sale proceeds to the Company in an amount sufficient to satisfy such tax withholding

obligation; (v) any combination of (i), (ii), (iii), or (iv). If the Participant does not make appropriate arrangements for the satisfaction

of such tax withholding obligations, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration

otherwise paid by the Company to the Participant or withhold the number of shares of Common Stock to be delivered upon the conversion

of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares of Common

Stock) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee”

as defined in Treasury Regulation Section 1.409A-1(i) and the settlement of the Awarded Units is subject to the six month delay provided

for in Section 28 below, the Company shall withhold the number of shares of Common Stock attributable to the employment taxes on the date

of the Participant’s termination of service as a Service Provider and withhold the number of shares of Common Stock attributable

to the income taxes on the date the Awarded Units are settled.

28. Section 409A.

a. To the extent

(i) any shares of Common Stock to which the Participant becomes entitled under this Agreement in connection with the Participant’s

termination of employment with the Company constitutes deferred compensation subject to Section 409A of the Code; (ii) the Participant

is at the time of his separation from service a “specified employee” under Section 409A of the Code; and (iii) at the time

of the Participant’s separation from service the Company is publicly traded (as defined in Section 409A of the Code), then such

shares of Common Stock (other than any delivery of Common Stock permitted by Section 409A of the Code to be paid or delivered within

six months of the Participant’s separation from service) shall not be made until the earlier of (x) the first day of the seventh

month following the Participant’s separation from service or (y) the date of the Participant’s death following such separation

from service. Upon the expiration of the applicable deferral period, any shares of Common Stock which would have otherwise been made

during that period (whether in a single sum or in installments) in the absence of this Section 28 (together with, as applicable,

accrued interest thereon) shall be delivered to the Participant or the Participant’s beneficiary in one lump sum.

b. A termination

of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts

or benefits that are deferred compensation subject to (and not exempt from) Section 409A of the Code upon or following a termination of

employment unless such termination is also a “separation from service” (within the meaning of Section 409A of the Code).

c. It is intended

that this Agreement be exempt from (or if not exempt, comply with) the provisions of Section 409A of the Code so as to not subject the

Participant to the payment of additional interest and taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement

shall be interpreted, operated and administered in a manner consistent with these intentions.

29. Consent to Electronic

Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted

by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, without limitation, prospectuses,

prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms

of communications) in connection with this and any other award made or offered by the Company. Electronic delivery may be via the Company’

electronic mail system or by reference to a location on the Company’s intranet or third-party website to which the Participant has

access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature

system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that the Participant’s

electronic signature is the same as, and shall have the same force and effect as, the Participant’s manual signature.

* * * * * * * * * *

[Remainder of Page Intentionally Left Blank.

Signature Page Follows]

IN WITNESS WHEREOF, the Company

has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence the Participant’s consent

and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.

COMPANY:

FERMI INC.

By:

Name:

Title:

PARTICIPANT:

Signature

Name:

Address:

Signature Page to the

Restricted Stock Unit Award Agreement

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xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=FRMI_CommonStock0.001ParValueMember

Namespace Prefix:

Data Type:

Balance Type:

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- Details

Name:

us-gaap_StatementClassOfStockAxis=FRMI_CommonStock0.001ParValueMember1Member

Namespace Prefix:

Data Type:

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