Optimized
Power.
Zero Cost.

This Energy Savings as a Service Agreement ("Agreement") is entered into as of the date of electronic execution below ("Effective Date") between OptivAI, LLC, a North Carolina limited liability company ("OptivAI"), and the undersigned client ("Client"). This Agreement governs OptivAI's installation, monitoring, and maintenance of Power Optimization Equipment at Client's facility and the sharing of verified energy savings generated thereby.

1. Definitions

As used in this Agreement, the following terms have the meanings set forth below:

1.1 "Agreement"

means this Energy Savings as a Service Agreement, including all exhibits, schedules, and amendments hereto.

1.2 "POE" (Power Optimization Equipment)

means the proprietary hardware, firmware, software, and associated components owned by OptivAI and installed at Client's facility to reduce electrical energy consumption at the point of entry to Client's electrical distribution system.

1.3 "Savings"

means the verified reduction in Client's electricity costs attributable to the POE, calculated as the difference between (a) Client's Baseline consumption cost and (b) Client's actual electricity cost during each Measurement Period, adjusted for changes in utility rates, weather normalization where applicable, and operational changes materially affecting energy use, as further described in Section 4.

1.4 "Shared Savings"

means fifty percent (50%) of verified Savings for each Measurement Period, which constitutes OptivAI's compensation under this Agreement.

1.5 "Term"

means the initial period of sixty (60) calendar months commencing on the Commissioning Date (as defined in Section 3.1), subject to renewal as provided in Section 3.2.

1.6 "Change of Control"

means any transaction or series of related transactions resulting in (a) the acquisition of more than fifty percent (50%) of the voting equity of Client by a person or entity not currently a majority owner; (b) a merger, consolidation, or reorganization of Client in which Client's existing equity holders do not retain a majority of the surviving entity; or (c) the sale, lease, transfer, or other disposition of all or substantially all of Client's assets or the facility at which the POE is installed.

2. Services

2.1 Energy Assessment

Prior to or concurrently with the Effective Date, OptivAI shall conduct a preliminary energy assessment of Client's facility using twelve (12) months of historical utility billing data. OptivAI shall provide Client with a Savings Report estimating projected annual Savings prior to POE installation. The Savings Report is an estimate only and does not constitute a guarantee of specific Savings amounts.

2.2 Installation at No Upfront Cost

OptivAI shall procure, deliver, and install the POE at Client's facility at no upfront cost to Client. All costs of procurement, delivery, installation, commissioning, and connection to Client's electrical system shall be borne exclusively by OptivAI. OptivAI shall coordinate the installation schedule with Client to minimize operational disruption. Installation typically requires access for two (2) to four (4) hours at a time agreed upon by both parties.

2.3 Monthly Verification & Reporting

Following commissioning, OptivAI shall provide Client with a monthly Verified Savings Report within fifteen (15) calendar days after the close of each billing cycle. Each report shall itemize: (a) actual kWh reduction attributable to the POE; (b) Savings calculation methodology and inputs; (c) the Shared Savings invoice amount due from Client; and (d) cumulative Savings since the Commissioning Date.

2.4 Monitoring & Maintenance

OptivAI shall remotely monitor POE performance on a continuous basis throughout the Term. OptivAI shall perform all preventive and corrective maintenance of the POE at its sole cost and expense. If any POE component fails or underperforms, OptivAI shall repair or replace it within a commercially reasonable time, not to exceed fifteen (15) business days from the date OptivAI becomes aware of the failure, subject to supply chain constraints beyond OptivAI's reasonable control.

3. Term & Renewal

3.1 Initial Term

This Agreement commences on the date POE installation is complete and the system is commissioned ("Commissioning Date") and continues for sixty (60) calendar months thereafter (the "Initial Term"), unless earlier terminated in accordance with Section 7.

3.2 Automatic Renewal

Upon expiration of the Initial Term and upon expiration of each Renewal Term thereafter, this Agreement shall automatically renew for successive sixty (60)-month periods ("Renewal Terms"; together with the Initial Term, the "Term") unless either party provides written notice of non-renewal to the other party not less than ninety (90) calendar days prior to the expiration of the then-current Term. For avoidance of doubt, the early termination liquidated damages provision in Section 7.2 applies with equal force during any Renewal Term.

3.3 Effect of Expiration

Upon expiration of the Agreement following proper notice of non-renewal, OptivAI shall remove the POE in accordance with Section 8. Client shall have no right to retain or use the POE after the end of the Term.

4. Savings Verification & Payment

4.1 Baseline Establishment

The "Baseline" is established using Client's twelve (12) most recent complete utility billing cycles prior to the Commissioning Date, obtained via read-only access to Client's utility account. For each billing cycle, OptivAI records the total amount charged and total kilowatt-hours (kWh) consumed. The "Baseline Blended Rate" is the Client's average all-in cost per kWh across those twelve (12) cycles, calculated as: Total Dollars Billed ÷ Total kWh Consumed. This rate captures all charges on the utility bill — base rates, demand charges, fuel adjustment charges, riders, taxes, and surcharges — in a single verified figure. Where fewer than twelve (12) months of historical data are available, OptivAI may utilize available data and apply reasonable industry-standard normalization adjustments, disclosed to Client in writing.

4.2 Measurement Period

Each "Measurement Period" corresponds to Client's actual utility billing cycle days following the Commissioning Date. Savings shall be calculated using actual billing cycle days, not calendar months, to ensure precision and correspondence with Client's utility invoices.

4.3 Savings Calculation

Savings for each Measurement Period shall be calculated using the following verified formula:

Step 1 — kWh Saved = Amp Reduction × 730 hrs × System Voltage × √3 ÷ 1,000
Step 2 — Period Blended Rate = Actual Total Bill ÷ Actual Total kWh Consumed
Step 3 — Dollar Savings = kWh Saved × Period Blended Rate
Step 4 — Shared Savings = Dollar Savings × 50%

Where: Amp Reduction is the verified difference between pre-installation and post-installation current draw (in Amperes) as measured at commissioning; 730 hours represents continuous 24/7 operation (365 days × 24 hours ÷ 12 months); System Voltage and phase configuration are recorded at commissioning. The Period Blended Rate is recalculated each billing cycle using Client's actual utility bill, ensuring all charges — base rates, demand charges, fuel adjustment charges, riders, taxes, and surcharges — are captured automatically. If Client's utility rate schedule changes during the Term, the Period Blended Rate will automatically reflect the new rates in the billing cycle in which they take effect. OptivAI's calculation methodology is available to Client upon written request.

4.4 Payment Terms

Client shall pay Shared Savings invoices within fifteen (15) calendar days of receipt ("Net-15"). Invoices not paid within thirty (30) calendar days of receipt shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower) from the thirty-first (31st) day until paid in full. Client shall provide OptivAI with read-only access to Client's utility account, or provide copies of all utility bills within five (5) business days of receipt, to facilitate timely Savings calculation.

5. Client Obligations

5.1 Site Access

Client shall provide OptivAI and its authorized agents with safe and reasonable access to Client's facility during normal business hours, and at other times upon reasonable advance notice, for the purposes of installation, inspection, maintenance, repair, replacement, and removal of the POE. Client shall ensure that OptivAI's personnel have access to relevant electrical panels, metering equipment, and monitoring connection points.

5.2 Non-Interference

Client shall not, and shall not permit any third party to, tamper with, modify, relocate, remove, encumber, or in any way interfere with the POE or any monitoring equipment installed by OptivAI. Client shall promptly notify OptivAI of any damage to, or malfunction of, the POE that comes to Client's attention. Any unauthorized interference with the POE by Client or its agents shall be deemed a material breach of this Agreement.

5.3 Utility Bill Delivery

Client shall provide copies of all utility bills or grant OptivAI read-only access to Client's utility account data within five (5) business days of Client's receipt of each utility bill. Timely delivery of billing data is essential to accurate Savings verification; failure to deliver utility bills within ten (10) business days shall entitle OptivAI to estimate Savings for the affected Measurement Period using the immediately preceding period's verified data, with true-up in the following period.

6. Equipment Ownership

6.1 Title Retained by OptivAI

The POE is and shall at all times remain the sole and exclusive personal property of OptivAI, notwithstanding its installation at, or attachment to, Client's facility or real property. Title to the POE shall never pass to Client. Client acquires no ownership interest in the POE by virtue of this Agreement, the payment of Shared Savings, or any other circumstance.

6.2 Prohibition on Encumbrances

Client shall not sell, assign, transfer, mortgage, pledge, hypothecate, grant a security interest in, allow any lien or encumbrance to attach to, or otherwise dispose of the POE or any portion thereof. Client shall immediately notify OptivAI if any third party asserts any claim, lien, levy, attachment, or other encumbrance against the POE. Client shall cooperate with OptivAI to execute any documents reasonably necessary to evidence and protect OptivAI's ownership, including a UCC fixture filing or landlord waiver where applicable.

6.3 Fixture Status

To the extent the POE may be deemed a fixture under applicable real property law, Client hereby grants OptivAI the right to file a UCC-1 Fixture Filing with the applicable filing office to give public notice of OptivAI's ownership interest. Client shall execute any documents reasonably requested by OptivAI to facilitate such filing.

7. Termination

7.1 Termination for Cause

Either party may terminate this Agreement for material breach upon thirty (30) calendar days' prior written notice to the breaching party; provided, however, that if the breaching party cures such breach in all material respects within said thirty (30)-day cure period, the notice of termination shall be of no further effect. Material breach by Client includes, without limitation: (a) failure to pay any Shared Savings invoice within thirty (30) days of its due date; (b) unauthorized interference with the POE under Section 5.2; or (c) failure to provide site access as required under Section 5.1 for more than fifteen (15) consecutive business days without a mutually agreed extension. Material breach by OptivAI includes, without limitation: failure to install, monitor, or maintain the POE in a commercially reasonable manner.

7.2 Early Termination by Client

Client may terminate this Agreement without cause upon sixty (60) calendar days' prior written notice to OptivAI; provided, however, that such early termination shall obligate Client to pay OptivAI liquidated damages ("LD") equal to the product of: (a) the average monthly Shared Savings paid or payable by Client over the six (6) full Measurement Periods immediately preceding the notice of termination (or, if fewer than six full periods have elapsed, the average of all complete periods), multiplied by (b) the number of full and partial calendar months remaining in the then-current Term (Initial or Renewal) from the termination effective date. The parties agree that OptivAI's actual damages from early termination would be difficult to ascertain with certainty and that the LD formula represents a reasonable estimate of such damages, not a penalty. The LD obligation applies equally during any Renewal Term.

7.3 Effect of Termination

Upon termination or expiration of this Agreement for any reason: (a) all payment obligations accrued as of the termination date shall survive and remain due and payable; (b) OptivAI shall remove the POE in accordance with Section 8; and (c) Client's obligation to provide access for removal under Section 8 shall survive termination. The following sections shall survive termination or expiration: Sections 4 (as to accrued obligations), 6, 7.2 (if applicable), 9, 10, 11, 12.3, and 13.

8. Equipment Removal

8.1 Removal Timeline

Upon termination or expiration of this Agreement, OptivAI shall remove the POE from Client's facility within thirty (30) calendar days of the termination or expiration date (the "Removal Period"). Client shall provide OptivAI with reasonable access to the facility during the Removal Period to accomplish removal. If Client fails to provide access within the Removal Period, the Removal Period shall be extended day-for-day for each day of access denial, and Client shall be liable for any reasonable storage or standby costs incurred by OptivAI during any extension caused by Client's non-cooperation.

8.2 Removal Costs

All costs of POE removal — including labor, transportation, and restoration of the electrical panel to its pre-installation condition — shall be borne exclusively by Client, unless this Agreement is terminated by Client for OptivAI's uncured material breach under Section 7.1, in which case OptivAI shall bear its own removal costs. Client's removal cost obligation shall survive termination of this Agreement.

8.3 Condition Upon Removal

OptivAI shall perform removal in a commercially workmanlike manner. OptivAI shall restore Client's electrical panel to a condition reasonably comparable to its pre-installation state, ordinary wear and tear excepted. OptivAI shall not be responsible for cosmetic damage to walls, floors, or structural elements resulting from the inherent nature of POE removal that cannot reasonably be avoided.

9. Representations & Warranties

9.1 Client Representations

Client represents and warrants that: (a) Client has full legal authority and all necessary corporate, partnership, or other organizational approvals to execute, deliver, and perform this Agreement; (b) this Agreement constitutes Client's legal, valid, and binding obligation, enforceable in accordance with its terms; (c) Client's execution and performance of this Agreement does not and will not conflict with or result in a breach of Client's organizational documents, any agreement to which Client is a party, or any applicable law or regulation; (d) Client owns or holds a lease or other lawful right to occupy the facility for a period at least coextensive with the Initial Term; and (e) Client has disclosed to OptivAI any material fact known to Client that would be reasonably expected to affect OptivAI's energy savings projections, including but not limited to scheduled facility closures, planned equipment replacements, or major operational changes.

9.2 OptivAI Representations

OptivAI represents and warrants that: (a) OptivAI has full legal authority to enter into and perform this Agreement; (b) the POE shall be installed by or under the supervision of qualified, licensed electrical contractors in compliance with applicable electrical codes and safety standards; (c) the POE, when properly installed and operating as designed, shall not void any applicable equipment warranties for Client's existing electrical equipment; and (d) OptivAI carries commercially reasonable general liability insurance throughout the Term, with limits not less than $1,000,000 per occurrence and $2,000,000 in aggregate, naming Client as an additional insured.

10. Limitation of Liability

10.1 No Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE POE, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

10.2 Liability Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF SHARED SAVINGS ACTUALLY PAID BY CLIENT TO OPTIVAI IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The foregoing limitations shall not apply to: (a) Client's indemnification obligations for third-party claims arising from Client's gross negligence or willful misconduct; (b) OptivAI's indemnification obligations for personal injury or property damage caused by OptivAI's gross negligence or willful misconduct in installing or removing the POE; or (c) either party's liability for fraud or intentional misrepresentation.

11. Confidentiality

11.1 Confidential Information

Each party ("Receiving Party") agrees to hold in strict confidence all non-public information disclosed by the other party ("Disclosing Party") in connection with this Agreement that is designated as confidential or that, given the nature of the information and the circumstances of disclosure, reasonably should be understood to be confidential ("Confidential Information"). Without limiting the generality of the foregoing: Client's Confidential Information includes utility billing data, energy consumption patterns, facility operational data, and financial terms of this Agreement; OptivAI's Confidential Information includes POE design specifications, firmware, algorithms, Savings calculation methodologies, and pricing terms.

11.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, officers, directors, attorneys, accountants, and financial advisors who have a need to know such information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section. The Receiving Party may also disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt prior written notice and cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate relief.

11.3 Survival

The obligations of this Section 11 shall survive the expiration or termination of this Agreement for a period of three (3) years.

12. Change of Control & Transfer

12.1 Agreement Runs with Facility

This Agreement is intended to run with the facility at which the POE is installed. Client acknowledges that OptivAI has made a significant capital investment in the POE and that the value of this Agreement is tied to continuous operation at the facility. Accordingly, in the event of a Change of Control or a sale, lease, transfer, or other disposition of the facility, this Agreement shall automatically transfer to and be binding upon the successor owner or operator of the facility ("Successor").

12.2 Prior Notice Required

Client shall provide OptivAI with not less than thirty (30) calendar days' prior written notice before the closing of any Change of Control or facility transfer. Such notice shall identify the Successor, provide Successor's contact information, and describe the nature of the transaction.

12.3 Assumption Agreement Required

Before or concurrent with the closing of any Change of Control or facility transfer, Client shall cause the Successor to execute an Assumption Agreement in a form reasonably acceptable to OptivAI, pursuant to which Successor expressly assumes all of Client's obligations under this Agreement from and after the closing date. Client shall remain jointly and severally liable for all obligations arising prior to the closing date and, until OptivAI's written confirmation of Successor's satisfactory assumption, for all obligations thereafter. If Client fails to obtain Successor's execution of an Assumption Agreement prior to or at closing, Client shall be liable for LD as calculated in Section 7.2 as if Client had terminated the Agreement without cause on the closing date.

12.4 OptivAI Assignment

OptivAI may freely assign this Agreement and its rights hereunder, in whole or in part, to any affiliate, successor, lender, or financing party without Client's consent, provided that OptivAI shall remain responsible for performance of its obligations hereunder following any such assignment unless the assignee expressly assumes such obligations in writing.

13. General Provisions

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles.

13.2 Dispute Resolution — Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree within fifteen (15) days of a demand for arbitration, selected in accordance with the AAA Commercial Arbitration Rules. The seat of arbitration shall be Charlotte, North Carolina. The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking emergency equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the constitution of the arbitral tribunal.

13.3 Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. No prior drafts of this Agreement shall be used in the interpretation or construction of this Agreement.

13.4 Amendments

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both parties. No course of dealing, course of performance, or usage of trade shall modify or supplement any provision of this Agreement.

13.5 Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given: (a) when delivered by email to the email address provided in the signature block below, with confirmation of receipt (automatic read receipts do not constitute confirmation); or (b) three (3) business days after deposit in the United States mail, sent by certified or registered mail, return receipt requested, postage prepaid, addressed to the party at the address in the signature block below. Either party may change its notice address by written notice to the other party. For OptivAI, notices shall be addressed to: OptivAI, LLC, Attention: John Close, email: john@optivai.app.

13.6 Severability

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the essential economic terms of this Agreement are not thereby materially altered.

13.7 Waiver

No failure or delay by either party in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Waivers must be in writing signed by the waiving party to be effective.

13.8 Counterparts; Electronic Execution

This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Electronic signatures applied through OptivAI's e-sign platform are legally binding under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the North Carolina Uniform Electronic Transactions Act (NCGS § 66-312 et seq.).

OptivAI℠ SSA-v4 — Last revised and effective as of the date of electronic execution. © OptivAI, LLC. All rights reserved. Unauthorized reproduction or distribution is prohibited.