Exhibit 10.11


 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE
OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***].


 


MASTER
RETAIL ELECTRICITY SUPPLY AGREEMENT


 


This
Master Retail Electricity Supply Agreement (“Master Agreement”) is entered as of August 31, 2021 (“Effective
Date”) by and between Rhodium Renewables LLC (“Customer”) and NetZero Energy LLC (“Supplier”).
Supplier and Customer are sometimes referred to individually as a “Party” and collectively as the “Parties.”
This Master Agreement sets forth the general terms and conditions governing transactions for the purchase and sale of electricity and
related products and services to one or more Customer sites (each an “Account”) as agreed to from time to time (each
a “Transaction”). Each Transaction shall be evidenced by a pricing schedule, rider or other form of transaction confirmation
(each a “TC”); provided that, such TC shall be subject to, and incorporate, the terms and conditions of the Master
Agreement and incorporate the definitions and provisions of the Datacenter Lease entered into by and between Temple Green Data LLC as
Landlord and Customer as Tenant on the date hereof (the “Lease”). This Master Agreement and each TC executed pursuant
hereto shall constitute a single integrated agreement between the Parties (collectively referred to as the “Agreement”).
Any conflict between the terms and conditions of this Master Agreement, any TC and the Lease shall be resolved in favor of the TC. The
Parties intend that they are legally bound by the terms of each TC from the date of a duly executed, written TC signed by both Parties.


 


		1.	Supplier
                                            and Customer Obligations. Supplier shall make available or otherwise supply, and
                                            Customer shall purchase and receive, Customer’s full requirements for electricity for
                                            each Account identified in a TC. Supplier, in its sole discretion, may select such sources
                                            of energy as it deems appropriate to meet its obligations under the Agreement. Supplier shall
                                            make arrangements with the applicable transmission and distribution utility owning and/or
                                            controlling and maintaining the transmission and/or distribution system required for delivery
                                            of electricity to an Account (“TDU”) and with the independent system operator
                                            or regional transmission organization responsible for the service territory governing an
                                            Account (“RTO”).



 


		2.	Term
                                            of Master Agreement. The term of this Master Agreement will commence on and include
                                            the Effective Date of the Lease, unless terminated earlier as provided in this Master Agreement,
                                            expire on and include the Expiration Date of the Lease, unless terminated by either Party
                                            upon 90 days prior written notice to the other; provided any TC will continue to be governed
                                            by this Master Agreement until the TC has been separately terminated or expired. The Parties
                                            acknowledge that each TC may have a separate term that may expire or terminate without affecting
                                            the Term of this Master Agreement.



 


		3.	Term
                                            of TC. Each TC shall commence on or about the date set forth under “Start
                                            Date,” and end on or about the date set forth under “End Date.” specified
                                            therein, and in accordance with the terms of this Master Agreement. The actual Start Date
                                            is dependent on the TDU successfully enrolling the Account(s) and furnishing Supplier with
                                            all necessary information regarding the Account(s) meter read cycle and meter read date(s).
                                            The dates set forth in the TC reflect TDU information available at that time or as otherwise
                                            estimated by Supplier. The actual meter read dates may occur on or about the dates set forth
                                            in the TC. Supplier will use good faith and commercially reasonable efforts to begin service
                                            to each Account(s) on the actual meter read date on or before the Start Date set forth in
                                            a TC. Supplier shall not be liable for any failure to enroll or drop an Account by the Start
                                            and End Date due to circumstances beyond its control.



 


		4.	Information
                                            and Authorization. Customer hereby authorizes Supplier for the express limited purpose
                                            of taking such actions it deems reasonably necessary to enroll the Account(s) with the TDU,
                                            or with the RTO for wholesale load delivery, as the case may be, in order to be served by
                                            Supplier and to otherwise meet its obligations under the Agreement. Customer’s signature
                                            on a TC constitutes its written authorization for Supplier to obtain from time to time from
                                            the TDU and RTO all current and historical energy billing, usage data and other related information.
                                            Customer shall use good faith and commercially reasonable efforts to execute any documents
                                            and provide any information in its possession or control as Supplier reasonably requires
                                            in order to fulfill its obligations under this Agreement. It is agreed and acknowledged that
                                            Supplier may elect to serve Customer’s load requirements through wholesale energy service
                                            by constructing, owning and operating its own private substation and associated high, medium
                                            and low voltage switchgear, protective equipment and distribution lines required to deliver
                                            480 Volt energy service to Customer. In such case each corresponding TC settlement shall
                                            be based on the Supplier wholesale meter data provided by the RTO and/or the TDU.



 






     


     


    

 


		5.	Billing
                                            and Payment.



 


5.1 Billing.
Customer will be billed for electricity usage and related products and services supplied under the Agreement in one of the following
ways based on availability and eligibility of Customer’s Account(s), which may change from time to time based on availability or
restrictions by or with the relevant TDU, (a) Dual Billing: Customer will receive two invoices, one from Supplier for the
Electricity Charge and one from the TDU for the amounts payable by Customer for services provided by the TDU (“Delivery Charges”);
(b) TDU Consolidated Billing: Customer will receive one invoice from the TDU that includes both the Electricity Charge and the Delivery
Charges; or (c) Supplier Consolidated Billing: Customer will receive one invoice from Supplier that includes both the Electricity
Charge and the Delivery Charges. “Electricity Charge” means the product of (i) the fixed or variable price for
electricity, and other related fixed and/or pass through charges for related products and services supplied, as set forth in the TC for
each Account; and (ii) the billing units associated with such charges during the applicable period. For avoidance of doubt, if Supplier
is providing wholesale load service as defined in Article 4, Option 5.1(c) Supplier Consolidated Billing shall apply.


 


5.2 Taxes.
Customer shall pay applicable federal, state, municipal and local taxes, duties, fees, levies, premiums or other charges imposed by any
governmental authority, directly or indirectly, on or with respect to the electricity and related products and services provided under
the Agreement, including applicable taxes enacted after the Effective Date (collectively, “Taxes”). In the event Customer
is exempt from the payment of any Taxes defined in this section, Supplier will apply all appropriate Taxes unless and until Customer
provides a valid certification of tax exempt status. Each Party shall indemnify, defend and hold harmless the other Party from and against
any Taxes for which the indemnifying Party is responsible. Supplier agrees to pay and hold Customer, its affiliates, respective officers,
directors, agents and employees harmless from and against any penalty, interest, additional tax, or other charge that may be levied or
assessed as a result of Supplier’s sole negligence to pay any tax or file any return or information required by Law. Taxes invoiced
to Customer under the Agreement will be included on the invoice or in the applicable fixed price as allowed by Law. Supplier will assign,
and hereby does assign, to Customer any and all Tax refunds, credits or claims thereto associated with Customer’s Accounts. In
the event Supplier fails to invoice Customer for Taxes with the appropriate tax rate, Supplier forfeits its right to seek reimbursement
or payment of any penalty or interest associated with such missed Taxes, If any taxing authority assesses additional taxes against Supplier
as a result of an audit for which Customer is obligated to reimburse Supplier (by law or under the terms of this Agreement), then Supplier
shall promptly notify Customer in writing of such additional taxes and Customer shall have the right to contest and to control any contest,
including the right to initiate any contest, against the taxing authority. Customer shall bear its own expenses with respect to any such
contest and shall reimburse any costs Supplier may incur to assist Customer in Customer’s contest. Supplier’s failure to
comply with the notification requirements of this Section shall relieve Customer of its responsibility to reimburse Supplier for Taxes
only to the extent that Supplier’s failure materially prejudiced Customer’s ability to contest imposition or assessment of
those Taxes. If either Party is audited by a taxing authority or other governmental entity with respect to a matter arising from the
performance of Supplier’s obligations in this Agreement, the other Party agrees to reasonably cooperate with the party being audited
in order to respond to such audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may
be resolved expeditiously. Notwithstanding anything herein to the contrary, the Parties additionally agree to retain such records as
may reasonably be requested by taxing authority, and to provide access to such records to the other Party in the event of such a request,
for the applicable statute of limitations, and upon notice from the other Party that such statute has been extended, for any extensions
thereof.


 


5.3 Estimates.
Supplier’s ability to invoice Customer is dependent on the TDU’s or RTO’s ability to timely furnish Supplier with all
necessary information. When there is a delay in receiving information from the TDU, RTO and/or other third parties, Supplier will, to
the extent necessary, estimate charges and credits in good faith for a billing period and reconcile such estimates against actual charges
and credits in a commercially reasonable timeframe but in any instance no later than forty-five (45) days following receipt of information
from the TDU. Each invoice is also subject to adjustment for errors in arithmetic, computation, meter readings or other errors, and Customer
will be notified of any adjustments due to errors in arithmetic, computation or other errors after Supplier evaluates and properly verifies,
and documents for Customer the basis of, the adjustment amounts. Interest shall not accrue on such adjustments. For charges based on
metered usage, if an Account is not equipped with meters that provide an hourly reading, Supplier will use either applicable load profiles
provided by the TDU or, in their absence, an otherwise reasonable allocation method.


 






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5.4 Payment.
Supplier’s invoices will be sent to Customer in accordance with Supplier’s normal billing cycle, as adjusted from time to
time consistent with the applicable TDU’s meter read dates. The invoices will state any applicable Electricity Charge, Delivery
Charges, Taxes and other amounts related to the purchase and delivery of electricity. Undisputed amounts set forth on Supplier’s
invoices are due and payable on the 10th Business Day after the invoice is submitted using Customer’s invoicing platform, or such
other date set forth in a TC (“Payment Date”) to the address or account on the invoice or as otherwise agreed in the
TC. If Customer disputes any invoice amount, Customer shall provide written notice of the nature and extent of the dispute to Supplier
by the Payment Date. Notwithstanding a dispute Customer must pay any undisputed amount of the invoice by the Payment Date. Upon determination
of the proper invoice amount, Customer shall promptly pay the invoice amount as set forth in this Agreement. Invoices not paid on or
before the Payment Date will accrue interest on outstanding amounts from the Payment Date until paid in full, at the lesser of [***]%
per annum or the highest rate permitted by Law. Supplier shall be allowed to draw upon any security to satisfy undisputed late payments
as provided for under each TC.


 


		6.	Holdover.
                                            If following termination or expiration of a TC (whether in whole or in part), for any reason,
                                            some or all of the Accounts remain designated by the TDU as being supplied by Supplier, Supplier
                                            shall continue to serve such Account(s) on a month-to-month holdover basis. This Master Agreement
                                            will continue to govern the service of such Accounts during such holdover term and the TC
                                            will govern the price. Either Party may terminate the holdover term upon [***] prior written
                                            notice to the other Party at which time Supplier will drop each Account as of the meter read
                                            date following such [***] period to the then applicable tariff service, whether default
                                            service or otherwise.



 


		7.	Event
                                            of Default. An “Event of Default” means any one of the following:
                                            (a) Customer’s failure to make, when due, any undisputed payment required under
                                            the Agreement if not paid within [***] following written notice to Customer that a payment
                                            is past due; (b) any representation or warranty made by a Party in the Agreement is
                                            false or misleading in any material respect when made or ceases to remain true in all material
                                            respects during the term of the Agreement, if not cured within [***] after written notice
                                            from the other Party; (c) Customer materially breaches the Lease or the credit support
                                            terms of a TC and fails to cure such breach within [***] of the date of written demand; (d) the
                                            failure by a Party to perform any material obligation set forth in the Agreement (other than
                                            the events that are otherwise specifically covered as a separate Event of Default hereunder)
                                            where such failure is not cured within [***] after receipt of written notice thereof; or
                                            (e) a Party, Rhodium Technologies LLC (but only as long as it remains guarantor under the Parent Guaranty or pledgor under the Pledge Agreement) and
Air HPC LLC (but only as long as it remains subject to the Equity Pledge): (i) makes an assignment or any general arrangement for the
                                            benefit of creditors; (ii) has a liquidator, administrator, receiver, trustee, conservator
                                            or similar official appointed for it or any substantial portion of its property or assets
                                            (iii) files a petition or otherwise commences, authorizes or acquiesces in the commencement
                                            of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar
                                            law for the protection of creditors, or has such petition filed against it; (iv) otherwise
                                            becomes bankrupt or insolvent (however evidenced); (v) is generally unable to pay its
                                            debts as they fall due; or (vi) is dissolved (other than pursuant to a consolidation,
                                            amalgamation or merger). “Business Day” means any day except a Saturday,
                                            Sunday, or a Federal Reserve Bank holiday and shall open at 8:00 a.m. and close at 5:00 p.m.
                                            Central Prevailing Time.



 






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		8.	Remedies
                                            Upon Event of Default. If an Event of Default occurs with respect to a Party (the
                                            “Defaulting Party”), the other Party (the “Non-Defaulting Party”)
                                            may in addition to all remedies available to it at Law or in equity, in its discretion, at
                                            any time, (i) suspend any deliveries hereunder for the Account in default and provided
                                            the [***] Business Day period noted in Section 7 has expired and/or (ii) terminate
                                            the Agreement in whole or solely with respect to those Accounts adversely affected by such
                                            Event of Default, upon written notice to the Defaulting Party setting forth the effective
                                            date of termination (the “Early Termination Date”). If the Agreement is
                                            terminated, the Non-Defaulting Party will in good faith and in a commercially reasonably
                                            manner calculate a termination payment in accordance with this Section 8. In the event
                                            that the Non-Defaulting Party determines that any amounts, including any termination payment,
                                            are due in connection with such termination, the Non-Defaulting Party shall deliver an invoice
                                            to the Defaulting Party setting forth the amounts and any reasonable calculations thereof.
                                            The Defaulting Party shall pay such invoiced amounts in accordance with the payment terms
                                            set forth in Section 4 above. The Parties acknowledge and agree that any termination
                                            payment under the Agreement constitutes a good faith reasonable approximation of harm or
                                            loss, and is not a penalty or punitive in any respect.



 


If
Customer is the Defaulting Party, the termination payment shall be equal to the sum of: (i) the positive difference, if any, between
the [***] set forth in the applicable TC and [***], multiplied by the [***]; (ii) [***]; and (iii) [***].


 


If
Supplier is the Defaulting Party, the termination payment shall be equal to the sum of: (i) the positive difference, if any, between
the [***] set forth in the applicable TC, multiplied by [***]; (ii) [***]; minus (iii) [***].


 


“Costs”
means, with respect to the Non-Defaulting Party, [***]. The “Market Price” shall be the [***]. The Non-Defaulting
Party may determine the Market Price of a terminated transaction by reference to information either available to it internally or supplied
by one or more third parties. The Non-Defaulting Party shall not be required to enter into a replacement transaction in order to determine
or be entitled to a termination payment.


 


		9.	Change
                                            in Law. Supplier may pass through to Customer any increase or decrease in Supplier’s
                                            costs related to the electricity that results from the public announcement by the TDU or
                                            RTO of the implementation of material new, or material changes (including material changes
                                            to formula rate calculations) to existing Laws. “Law” means any law, rule,
                                            regulation, ordinance, statute, judicial decision, administrative order, RTO business practices
                                            or protocol, TDU or RTO tariff, rule of any commission or agency with jurisdiction in the
                                            state in which the Accounts are located. Such amounts will be included in or deducted from
                                            subsequent invoices to Customer.



 






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		10.	Representations
                                            and Warranties. Each Party warrants and represents to the other (now and deemed repeated
                                            by each Party on each date on which a TC is executed and delivered) that: (i) it is
                                            duly organized, validly operating and in good standing under the Laws of the jurisdiction
                                            of its formation; (ii) it is authorized and qualified to do business in the jurisdictions
                                            necessary to perform under the Agreement; (iii) execution, delivery and performance
                                            of the Agreement are duly authorized and do not violate any governing documents or any of
                                            its contracts or any applicable Law; (iv) there is no material event(s) or agreement(s)
                                            which would impair that Party’s right, authority or ability to execute the Agreement
                                            and otherwise perform under the Agreement; and (v) it has the knowledge and experience
                                            to evaluate the merits and risks associated with the Agreement.



 


Furthermore,
Customer warrants, represents and covenants that it is the party of record of the Account(s), or if it is not the party of record, it
has the authority to enter into and bind the party of record to the Agreement.


 


		11.	Force
                                            Majeure. Notwithstanding any other provision of the Agreement, if a Party is unable
                                            to carry out any obligation under the Agreement due to a Force Majeure (“FM Claiming
                                            Party”), the Agreement will remain in effect but such obligation will be suspended
                                            for the duration of the Force Majeure, provided: (i) the FM Claiming Party notifies
                                            the other Party (“Non-Affected Party”) as soon as possible in writing
                                            of the particulars of the Force Majeure; (ii) suspension of performance is of no greater
                                            scope and duration than required by the Force Majeure; and (iii) the FM Claiming Party
                                            uses commercially reasonable efforts to remedy its inability to perform. If the Force Majeure
                                            continues for a period of [***] days or more, or where it is impossible or impracticable
                                            for the FM Claiming Party to carry out any obligation under the Agreement due to the Force
                                            Majeure, the Non-Affected Party may terminate the Agreement with respect to the Accounts
                                            adversely affected by the Force Majeure upon [***] Business Days prior written notice and
                                            designating an Early Termination Date. In such case, the provisions of Article 8 shall apply
                                            with the Non-Affected Party designated as the Non-Defaulting Party. Notwithstanding the foregoing,
                                            the FM Claiming Party can elect to pay the Non-Affected Party a make-whole payment and cover
                                            any and all costs, fees and expenses related to Energy service under any TC as reasonably
                                            estimated by the Non-Affected Party during the Force Majeure. The Early Termination Date
                                            shall be offset day-for-day to the extent the make-whole payment fully covers and offsets
                                            such Non-Affected Party’s costs, fees and expenses. “Force Majeure”
                                            shall mean and refer to any cause or reason beyond the reasonable control of the party obligated
                                            to perform hereunder, including, but not limited to, any acts of God, strike, riots, labor
                                            trouble, shortages of materials, war, terrorist acts or activities, governmental rule, regulations,
                                            ordinance, statute or interpretation, fire, earthquake, civil commotion, adverse weather
                                            conditions, flood, volcanic eruption, disease, epidemic, Pandemic Force Majeure (as such
                                            term is defined in the Lease), failure or disruption of a utility’s services due to
                                            emergency actions of the TDU or RTO. Notwithstanding the foregoing, a Force Majeure may extend
                                            the timeframe in which Customer must pay amounts owing hereunder, however a Force Majeure
                                            shall not relieve Customer’s obligation to pay for amounts owing prior to the Force
                                            Majeure. Promptly following any Force Majeure, Supplier shall provide Customer with a written
                                            report specifying the cause of the Force Majeure and upon Customer request Supplier will
                                            provide to customer all third-party analyses, documentation or other reports substantiating
                                            the determination of any Force Majeure.  Supplier agrees to provide all such analyses,
                                            documentation or other reports regarding any Force Majeure to Customer’s insurer, agents
                                            and attorneys.



 






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		12.	Indemnification;
                                            Limitations. Each Party agrees, to defend, indemnify and hold harmless the other
                                            Party, and all of their respective officers, directors, shareholders, associates, employees,
                                            agents, representatives, successors and assigns, from and against all claims, losses, expenses
                                            (including reasonable attorneys’ fees and court costs), damages, demands, judgments,
                                            causes of action or suits of any kind, including but not limited to, claims for personal
                                            injury, death, or property damage, arising out of, or in connection with, the performance
                                            of a Party’s obligations under the Agreement, to the extent caused by the negligence
                                            or willful misconduct of the indemnifying Party (“Claims”). Notwithstanding
                                            any other provision of the Agreement to the contrary and except with respect to the Parties’
                                            indemnification obligations set forth herein, the entire liability of each Party for any
                                            and all Claims will be limited to direct actual damages only as calculated pursuant to Section 8
                                            above and neither Party will be liable for any consequential, exemplary, special, incidental
                                            or punitive damages, including, without limitation, lost opportunities or lost profits not
                                            contemplated by Section 8 above.



 


		13.	DISCLAIMER.
                                            CUSTOMER ACKNOWLEDGES AND AGREES THAT NO WARRANTY, DUTY, OR REMEDY, WHETHER EXPRESSED, IMPLIED,
                                            OR STATUTORY, IS GIVEN OR INTENDED TO ARISE OUT OF THE AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY
                                            STATED HEREIN.



 


		14.	Waiver
                                            and Severability. Failure to provide notice of, or object to, any default under the
                                            Agreement will not operate or be construed as a waiver of any future default, whether like
                                            or different in character. If any portion of the Agreement, or application thereof to any
                                            person or circumstance, is held legally invalid, the remainder will not be affected and will
                                            be valid and enforced to the fullest extent permitted by law and equity, and there will be
                                            deemed substituted for the invalid provisions such provisions as will most nearly carry out
                                            the mutual intent of the Parties as expressed in the Agreement to the fullest extent permitted
                                            by applicable Law.



 


		15.	Assignment.
                                            Supplier may assign all its rights and obligations under the Agreement to an unaffiliated
                                            third party with Customer’s prior, written consent which shall not be unreasonably
                                            withheld, conditioned or delayed. Supplier may assign, sell, pledge, transfer, or encumber
                                            any of its rights and obligations under the Agreement or under a specific TC without Customer’s
                                            prior written consent to any: (A) bank, insurer, or other financial institution; (B) person
                                            or entity (i) succeeding to all or substantially all of Supplier’s assets or business
                                            or the division or region of Supplier to which the Agreement relates or (ii) into which
                                            Supplier is merged or otherwise combined or reorganized; provided (with respect to this clause (B))
                                            the succeeding entity agrees to be bound to the Agreement; or (C) affiliate of Supplier
                                            (including, for clarity, fund entities managed by Supplier’s affiliates).



 






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Customer
may assign all its rights and obligations under the Agreement to an unaffiliated third party with Supplier’s prior, written consent
which shall not be unreasonably withheld, conditioned or delayed. It shall be unreasonable for Supplier to withhold its consent to any
Assignment where (i) Customer gives Supplier prior written notice of the name of such transferee, (ii) the applicable transferee assumes,
in writing, for the benefit of Supplier, all of Customer’s obligations under this Agreement, (iii) immediately following such assignment,
such transferee has the same or better financial strength as that which Customer had as of the Effective Date of this Agreement, as evidenced
in a manner reasonably acceptable to Supplier, (iv) the then-required Customer security is replaced in full in accordance with the terms
of the applicable Transaction Confirmation, (v) such transferee will conduct a substantially identical cryptocurrency mining business
and has sufficient relevant experience owning and/or operating data center facilities of comparable size and quality as determined in
Supplier’s reasonable discretion, (vi) such transferee has substantially similar energy consumption needs, (vii) the assignment
does not cause any adverse tax or regulatory impact on the project or the Supplier, (viii) the Lease is also assigned to, and assumed
by, such transferee and (ix) such transferee is not owned by, controlled by, or subject to the jurisdiction or direction of a Foreign
Adversary.


 


		16.	Confidentiality.
                                            Each Party agrees to keep all terms and provisions of the Agreement and all communications
                                            provided in connection with the Agreement, including the pricing offered to Customer, confidential
                                            to the extent not otherwise publicly available and not to disclose them to any third parties
                                            without the prior written consent of the other Party, except as otherwise required by Law
                                            or to comply with applicable rule or regulation. Each Party may disclose such information
                                            to its affiliates and to its and its affiliates’ employees, agents, attorneys, accountants,
                                            consultants and advisors; and, on a need to know basis, to its independent contractors, provided
                                            each such recipient agrees to hold such information in confidence. Supplier may make such
                                            other disclosures to third parties of information, including aggregate consumption data,
                                            provided they are in a manner that cannot identify Customer. If disclosure of confidential
                                            information is sought through a court, or a state or federal regulatory agency or other legal
                                            compulsion, the Party receiving such request will promptly notify the other Party to afford
                                            it the opportunity to oppose such disclosure via a protective order or other relief as may
                                            be available and will provide reasonable support. Notwithstanding anything to the contrary
                                            contained herein, the terms and provisions of this Agreement may be disclosed if disclosure
                                            is required by law or by regulatory or judicial process or pursuant to any regulations promulgated
                                            by either the Securities and Exchange Commission or any public stock exchange for the sale
                                            and purchase of securities; provided that, in such event such disclosing party shall use
                                            reasonable efforts consistent with law to notify the other party and allow the other party
                                            to seek a protective order, and in any case shall only disclose that portion of this Agreement
                                            or the confidential information which it is legally required to disclose.



 


		17.	Choice
                                            of Law, Venue, Attorney Fees and Expenses. The Agreement will be governed and interpreted
                                            in accordance with the laws of the State of Texas, without giving effect to conflict of law
                                            principles. Any controversy or claim arising from or relating to the Agreement will be settled
                                            in accordance with the express terms of the Agreement by a court located in the governing
                                            jurisdiction (and each Party hereto waives any right to object to venue in this regard).
                                            TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
                                            WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY. If either Party pursues court action
                                            to enforce its rights under the Agreement, the non-prevailing Party shall promptly reimburse
                                            the prevailing Party for all its reasonable documented out-of-pocket attorney fees, expenses
                                            and costs.



 






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		18.	Notices.
                                            To be effective, all notices must be in writing delivered by hand, by certified mail return
                                            receipt requested, or by first class mail, or express carrier to the addresses provided in
                                            the TC. Notice by hand delivery shall be effective on the delivery date. All other notices
                                            shall be effective on the delivery date or the date delivery is attempted. A Party may change
                                            its address by providing notice of such change in accordance herewith. An authorized person
                                            may also name other authorized persons via email.



 


		19.	Miscellaneous.
                                            The Agreement embodies the Parties’ entire agreement and understanding, supersedes
                                            all prior agreements and understandings (whether written or oral) regarding the subject matter
                                            of the Agreement, and may not be contradicted by any prior or contemporaneous oral or written
                                            agreement. A facsimile or e-mailed copy of either Party’s signature will be considered
                                            an original for all purposes under the Agreement, and each Party will provide its original
                                            signature upon request. Each Party authorizes the other Party to affix an ink or digital
                                            stamp of its signature to this Master Agreement and any TC, and agrees to be bound by a document
                                            executed in such a manner. No amendment or edits to the Agreement, including the TC(s) or
                                            any purchase orders, will be valid or given any effect unless signed by both Parties. The
                                            applicable provisions of the Agreement will continue in effect after termination or expiration
                                            hereof to the extent necessary, including but not limited to providing for final billing,
                                            billing adjustments and payments, limitations of liability, the forum and manner of dispute
                                            resolution, and with respect to any indemnification obligations under the Agreement. The
                                            Section headings used in this Master Agreement are for reference purposes only and will in
                                            no way affect the meaning of the provisions of this Master Agreement. The Parties acknowledge
                                            that any document generated by the Parties with respect to the Agreement, including the Agreement,
                                            may be imaged and stored electronically and such imaged documents may be introduced as evidence
                                            in any proceeding as if such were original business records and neither Party shall contest
                                            their admissibility as evidence in any proceeding. The rights, powers, remedies and privileges
                                            provided in the Agreement are cumulative and not exclusive of any rights, powers, remedies
                                            and privileges provided by Law. Supplier shall have the right to set-off and net against
                                            any amounts owed to it under the Agreement, including without limitation any early termination
                                            payment, any amounts owed by Supplier to Customer under the Agreement or any other agreement
                                            between the Parties, including without limitation any type of financial security as described
                                            in Section 7. Except for Section 12 above, no third party will have any rights
                                            under the Agreement whatsoever and Customer will be fully responsible for any compensation
                                            owing any third party representing Customer in connection with the Agreement and will indemnify,
                                            defend and hold Supplier harmless from all related Claims. Customer further authorizes Supplier
                                            to utilize Customer’s name for publicity and marketing purposes.



 


		20.	Affirmation;
                                            Acknowledgements. Customer affirms that it has read the Agreement in its entirety,
                                            had a full opportunity to comment on and negotiate the terms of the Agreement, and agrees
                                            to the terms and conditions contained herein. The Parties acknowledge and agree that: (i) Supplier
                                            is an independent contractor under the Agreement and except as otherwise explicitly provided
                                            in the Agreement, neither Party has the-authority to execute documents that purport to bind
                                            the other, and nothing in the Agreement will be construed to constitute a joint venture,
                                            fiduciary relationship, partnership or other joint undertaking; (ii) the Agreement and
                                            TCs entered into hereunder will constitute ‘forward contracts” under the U.S.
                                            Bankruptcy Code, as amended, the rights of the Parties under Section 8 above will constitute
                                            contractual rights to liquidate them, and the Parties are entities entitled to the rights
                                            and protections afforded to “forward contracts” by the U.S. Bankruptcy Code;
                                            and (iii) Supplier is not Customer’s consultant or advisor for any purpose including
                                            advice regarding the value or advisability of trading in “commodity interests”
                                            as defined in the Commodity Exchange Act, 7 U.S.C. §§ 1-25, et seq., as amended
                                            (“CEA”), including futures contracts and commodity options or any other
                                            activity which would cause Supplier or any of its affiliates to be considered a commodity
                                            trading advisor under the CEA.



 






    8


     


    

 


		21.	Security
                                            Package. Concurrent with the execution of this Agreement, Customer shall deliver
                                            a pledge of 20.5% of the equity of AIR HPC LLC having a value as of the Execution Date of
                                            at least $[***] (“Equity Pledge”) and a parent guaranty from Rhodium Technologies
                                            LLC capped at $[***] (“Parent Guaranty”). The provisions of Section 5.2 of the
                                            Lease “Replacement Security” shall apply, mutatis mutandis, to this Master
                                            Agreement and the Longhorn Temple Green Data Center Site TC; provided that, any Letter of
                                            Credit or cash deposit that replaces the Equity Pledge or Parent Guaranty supporting the
                                            Master Agreement and Longhorn Temple Green Data Center Site TC shall be in the amount of
                                            $[***] (as such amount may be ratably reduced in the event of a partial release of the Equity
                                            Pledge). If, following the execution of the Longhorn Temple Green Data Center Site TC, there
                                            is any conflict between the terms of this Master Agreement and those of the Longhorn Temple
                                            Green Data Center Site TC as it relates to the treatment of, operation of, effectiveness
                                            of, or enforceability of (i) the Equity Pledge, (ii) the Parent Guaranty, or (iii) both of
                                            them together, the terms of the Longhorn Temple Green Data Center Site TC shall supersede
                                            and control.



 


	22.	Form of TC. The TC for the Longhorn Temple Green Data Center Site shall be strictly in the form attached as Exhibit A hereto (the “Longhorn Temple Green Data Center Site TC”). Except with respect to the execution date, the Monthly Fixed Price Volume Schedule, and the Fixed Supply Price, which will be provided by Supplier prior to TC execution, neither party may modify the form or any terms of the Longhorn Temple Green Data Center Site TC without the prior written consent or written agreement of both parties to this Agreement. So long as Supplier has provided to Customer the Fixed Supply Price no less than two weeks prior to [***] by providing Customer with supporting documentation reasonably sufficient to enable Customer to verify the Fixed Supply Price, and provided that neither party is in material default of any of its obligations to the other party under the Lease or this Master Agreement, the parties shall enter into the Longhorn Temple Green Data Center Site TC on or before [***]. 



 






    9


     


    

 


Exhibit
A


Transaction
Confirmation No. 1 


Longhorn
Temple Green Data Center Site


 


This
transaction confirmation (this “TC”) is entered into pursuant to and in accordance with a Master Retail Electricity
Supply Agreement by and between NetZero Energy LLC (“Supplier”) and Rhodium Renewables LLC (“Customer”)
executed on August 31, 2021 (the “Master Agreement”). This TC shall be subject to, and incorporate, the terms and
conditions of such Master Agreement and incorporate the definitions and provisions of the Datacenter Lease entered into by and between
Temple Green Data LLC as Landlord and Customer as Tenant on the date hereof (the “Lease”). Notwithstanding anything
to the contrary, any conflict between the Master Agreement or the Lease, this TC will govern and will be resolved in favor of this TC,
but only with respect to the Account listed in the account schedule to this TC (“Account Schedule”).  This TC
supersedes all prior agreements and understandings with respect to the Account and may not be contradicted by any prior or contemporaneous
oral or written agreement. Capitalized terms used herein but not defined will have the meanings ascribed to them in the Master Agreement.


 


		1.	Basic
                                            Terms.



 


		a.	Term;
                                            Extension. The “Initial Term” of this TC commences upon and including
                                            on the Commercial Operation Date and ending on and including the date that is the final day
                                            of the Term of the Lease. In accordance with the terms and conditions of the Lease, Customer
                                            may extend the Initial Term or any subsequent Term of this TC for the same number of additional
                                            months as the term of the Lease may be extended (in each instance, an “Extension
                                            Term”) by providing notice to Supplier no less than ninety (90) days before the
                                            end of the Initial Term or the then-current Term, as the case may be, verifying that the
                                            Lease has also been extended by the same number of months, and agreeing with Supplier, in
                                            a written extension agreement, on rates for energy supply. For the avoidance of doubt, the
                                            Term of the Lease and the Extension Term of the Lease, if any, are the “Term”
                                            of this TC.



 


		b.	Product.
                                            Commencing on the Commencement Date (as defined in the Lease) and for the duration of
                                            the Term, Supplier shall provide and Customer shall purchase from Supplier all of the Account’s
                                            electricity supply requirements. Supplier and Customer also expect to discuss in good faith
                                            strategies to achieve a “net zero” carbon footprint for the Longhorn Temple Green
                                            Data Center and to implement any such strategies which may from time to time be mutually
                                            agreed and acceptably documented. It is agreed and acknowledged that Customer and Supplier
                                            will amend this Confirmation or enter into a new Confirmation for the delivery of any Renewable
                                            Energy Credits not specifically included herein that Customer elects to purchase from Supplier.
                                            For the avoidance of doubt, Customer also has the right to purchase on the open market Renewable
                                            Energy Credits from any third party other than Supplier and nothing set forth in this TC
                                            is intended to limit such right. Customer and Supplier may also engage in a separate bundled
                                            renewable energy supply on mutually agreeable terms; provided, however, any such bundled
                                            renewable supply shall require the negotiation and execution of a separate TC the terms of
                                            which shall be mutually agreed by the parties. The Supplier shall deliver power at the 480V
                                            switchgear installed by Customer at the Longhorn Temple Green Data Center Site.



 


		c.	Supply
                                            Price. The Initial Term “Supply Price” for the “Monthly Fixed
                                            Price Volume” set forth on Exhibit A shall be $[______]/MWh for the
                                            first [***] years of the Initial Term, and thereafter shall be the then-current market price
                                            as mutually agreed by Customer and Supplier prior to the end of the [***] year. The Extension
                                            Term Supply Price, if any, will be the then-current market price as mutually agreed by Customer
                                            and Supplier prior to entering into the Extension Term. Supplier and Customer may agree to
                                            fix the Supply Price for one or more periods during the Term that individually and in total
                                            are shorter than the full Term. Exhibit A sets forth the hourly delivery volume for
                                            which the Energy Price will be fixed during each month of the Term to take into account the
                                            phase-in of the facility which is expected to progress at a rate of approximately [***]MW
                                            per month (the “Monthly Fixed Price Volume”). Supplier represents that
                                            Supplier has used commercially reasonable efforts to set such Supply Price at approximately
                                            [***]% discount to the forward price at which Supplier hedges its delivery obligations under
                                            this Transaction Confirmation with respect to any financial or physical energy supply arrangement
                                            intended to cover the Monthly Fixed Price Volume, the settlement index (ERCOT North Load
                                            Zone), and this Transaction Confirmation term. The [***]% discount shall be revised to take
                                            into account any physical or software limitations originating from Customer and limiting
                                            Supplier’s ability to curtail 100% of the load at the Data Center. Exhibit A
                                            also sets forth the minimum load that Customer has designated as not subject to economic
                                            curtailment (“Non-Curtailable Load”), which represents, among other things,
                                            the Motor Control Center (MCC), and other essential server and administrative load. Customer
                                            and Supplier can, in the context of the immediately preceding sentence, agree on a lesser
                                            than [***]% discount with respect to the Supply Price to account for Supplier’s incremental
                                            cost of providing a fixed Supply Price for Non-Curtailable Load.



 






    Ex A-1


     


    

 


		d.	Pass-Through
                                            Charges. The Supply Price does not include, and Customer shall be responsible for paying,
                                            all tariff-based transmission, distribution, reliability, ancillary service and similar,
                                            non-energy charges and fees required by the TDU and/or RTO associated with delivery of the
                                            Product to the Account (“Pass-Through Charges”). The attached Account
                                            Schedule sets forth the categories of Pass-Through Charges currently anticipated, but Customer
                                            acknowledges that Pass-Through Charges are subject to change by the TDU and/or RTO. It is
                                            hereby agreed and understood that Supplier can only hedge the Supply Price with respect to
                                            the delivery volumes in Exhibit A and that all Pass-Through Charges are set by RTO
                                            and/or TDU, and shall not be hedged by Supplier on a forward basis.



 


		e.	Lease.
                                            The Account consists of the Premises (as defined in the Lease). Customer’s uncured
                                            breach of the Lease shall be an Event of Default under this TC.



 


		2.	Supply
                                            Terms. 



 


		a.	General.
                                            Commencing on the Commencement Date and throughout the Term, on the terms and conditions
                                            set forth in the Master Agreement, Supplier shall deliver to Customer at the Account, and
                                            Customer shall accept and pay for at the Initial Term Supply Price (or Extension Term Supply
                                            Price, if applicable) plus the Pass-Through Charges, [***] percent ([***]%) of Customer’s
                                            electricity requirements.



 


		b.	Maximum
                                            Supply. Unless agreed in writing by Supplier and Customer, Supplier will have no obligation
                                            to deliver or provide electricity in excess of [***] MW to the Premises (the “Maximum
                                            Supply MW”).



 


		c.	Commencement
                                            Date; Load Deployment; Curtailment Control. Supplier will provide Customer with notice
                                            promptly upon achievement of the Commencement Date. From the Commencement Date until the
                                            Full Load Deployment Date, Supplier and Customer shall coordinate in good faith with respect
                                            to the electrical commissioning and startup of new server circuits and with respect to any
                                            curtailments of electricity supply required to facilitate such activities. Customer and Supplier
                                            expect that Supplier will install and operate mutually agreeable software-based curtailment
                                            control over all Customer load other than Non-Curtailable Load and that curtailments through
                                            such system will be automated and without prior notice to Customer (such system, the “Automated
                                            Curtailment System”). The Automated Curtailment system may be further integrated
                                            with ERCOT protocols for controllable load resources. The development and installation of
                                            the Automated Curtailment System shall be subject to Customer’s reasonable approval
                                            and in the event the Commencement date occurs prior to the installation and commissioning
                                            of the Automated Curtailment System, Supplier and Customer agree to work together in good
                                            faith to develop interim communication and coordination protocols governing curtailment of
                                            Customer load. Other than in the case of events of Force Majeure (as defined in the Master
                                            Agreement) and EEA System Emergency (as defined below), Supplier shall provide Customer with
                                            reasonable advance notice of any shut-off or curtailment of energy supply.



 






    Ex A-2


     


    

 


		d.	Non-compensated
                                            Curtailment.  Throughout the Term, Supplier shall supply uninterrupted Product to Customer;
                                            provided that, from time-to-time after reasonable advance notice to Customer, Supplier
                                            may curtail Customer’s load (such interruption of service “Non-compensated
                                            Curtailment”) for up to a total of [***] MWh per calendar year (collectively, “the
                                            Annual Non-compensated Curtailment Cap”). Any curtailment in excess of the Annual
                                            Non-compensated Curtailment Cap shall be considered Compensated Curtailment and governed
                                            by the provisions concerning Compensated Curtailment set forth in this Section 2 of this
                                            TC. Moreover, before the Annual Non-compensated Curtailment Cap has been reached, Supplier
                                            may nominate any specific curtailment interval as Compensated Curtailment and make Customer
                                            whole under the Compensated Curtailment provisions, in which case such curtailment will not
                                            count against the Annual Non-compensated Curtailment Cap. Supplier and Customer shall work
                                            together in good faith to ensure the Automated Curtailment System will ensure the safe ramp-down
                                            and ramp-up of Customer’s load during periods of any Non-compensated Curtailment. Unused
                                            annual Non-compensated Curtailment shall not be carried over and added to the subsequent
                                            Annual Non-compensated Curtailment Cap. Notwithstanding any language to the contrary in this
                                            Section 2(d) of this TC, if due to an ERCOT EEA Level 2 or EEA Level 3 alert (an “EEA
                                            System Emergency”), Supplier is required by ERCOT to curtail pursuant to an EEA
                                            System Emergency (such curtailment, an “EEA System Emergency Curtailment”),
                                            Supplier and Customer shall [***]. An EEA System Emergency Curtailment shall [***]; provided,
                                            that it shall not [***].



 


		e.	Compensated
                                            Curtailment. On and after the Full Load Deployment Date and throughout the Term, and
                                            no later than the first day of each calendar month of the Term thereafter, Customer shall
                                            notify Supplier in writing of the Energy Conversion Value for such forthcoming calendar month.
                                            Customer may adjust the Energy Conversion Value for an applicable month no more than one
                                            time every seven (7) calendar days; provided that, if Customer adjusts the Energy Conversion
                                            Value for such month, Customer shall give Supplier written notice within 24 hours of such
                                            adjustment. The Parties expect that the Automated Curtailment System will allow Supplier
                                            to directly input the Energy Conversion Value. [***].



 


		3.	Performance
Terms.



 


		a.	Guaranteed
                                            Performance. On and after the Full Load Deployment Date and throughout the Term, Supplier
                                            shall deliver Product to Customer in the full amount of Customer’s requirements (the
                                            “Guaranteed Level”), subject to Excused Events and Otherwise Compensated
                                            Events. In the event Supplier is unable to meet the Guaranteed Level (the resulting curtailment,
                                            a “Non-economic Curtailment”), [***]. “Excused Events”
                                            are the following: Reliability and safety related reduction of supply directed by the RTO
                                            or TDU, as the case may be, and other planned or unplanned transmission outages mandated
                                            by RTO or TDU not related to a EEA System Emergency, Force Majeure, Non-Compensated Curtailment
                                            up to the Annual Non-Compensated Curtailment Cap, and Substation PM. No make-whole provisions
                                            of any kind shall be due and owing to Customer by Supplier in connection with an Excused
                                            Event. “Otherwise Compensated Events” are the following: EEA System Emergency
                                            Curtailment and Compensated Curtailment. On a bi-weekly basis, Supplier shall report to Customer
                                            the running total of Non-compensated Curtailment and the Compensated Curtailment for the
                                            calendar year; provided that, if the Non-compensated Curtailment cap has been reached prior
                                            to the end of any calendar year, Supplier shall promptly notify customer in writing that
                                            the Non-compensated Curtailment cap has been reached for such calendar year.



 






    Ex A-3


     


    

 


		b.	Maintenance.
                                            Supplier shall perform planned and emergency maintenance on equipment and facilities used
                                            in performance of its obligations under the Master Agreement. Supplier shall give Customer
                                            reasonable advance notice of any maintenance that will require a reduction in deliveries
                                            of Product. Without limiting the foregoing, upon advance written notice to Customer Supplier
                                            may shut off all energy supply at the substation (including Non-Curtailable Load) in order
                                            to perform preventative maintenance on the substation and related protective equipment and
                                            electrical infrastructure (“Substation PM”). In each [***] year period,
                                            the first [***] hours of Substation PM shall be treated as Non-Compensated Curtailment but
                                            without counting toward the applicable Annual Non-Compensated Curtailment Cap, and any additional
                                            Substation PM shall be treated as Non-economic Curtailment.



 


		c.	MPT
                                            Failure. The Lessor under the Lease has an obligation to install a backup main power
                                            transformer (“Backup MPT”) at the Substation on or before [***] and Customer,
                                            as Tenant under the Lease, has agreed to pay a Back-up MPT Charge in addition to the Base
                                            Rent intended to capture the additional cost of Landlord procuring and installing such transformer.
                                            Prior to installation and commissioning of the Backup MPT, the first [***] hours of curtailment
                                            of Product due to any main power transformer mechanical failure shall count toward the Annual
                                            Non-Compensated Curtailment Cap, and any additional hours of curtailment shall be deemed
                                            to be an event of Force Majeure. After installation and commissioning of the Backup MPT,
                                            such hours of curtailment of Product shall be counted from the first hour toward the Annual
                                            Non-Compensated Curtailment Cap, and once such Cap is exceeded, Customer shall be made whole
                                            pursuant to Section 3(a) for each additional hour curtailment caused by main power transformer
                                            failure.



 


		4.	Payment
and Credit Terms.



 


		a.	Prepayment.
                                            Throughout the Initial Term, Supplier shall provide Customer with each monthly invoice
                                            no less than thirty (30) days and no more than forty-five (45) days prior to the first day
                                            of the applicable calendar month. Supplier’s invoice shall be based on good faith and
                                            commercially reasonable estimates of expected Customer load and Pass-Through Charges for
                                            such month. Prior to the Commencement Date, Supplier and Customer shall agree upon a form
                                            of invoice reasonably showing expected load, days in month, relevant historical Customer
                                            load information, and other bases for Supplier’s estimates. Customer shall tender payment
                                            for each invoice within twenty (20) days after receipt of the invoice. On a trailing, quarterly
                                            basis Supplier will provide Customer with a true-up invoice setting forth a reasonably detailed
                                            comparison of Customer’s estimated payments to the actual amounts owed for Product
                                            and Pass-Through Charges during the applicable three month period, and stating Customer credit
                                            or additional amount due, as applicable. The credit or additional amount due shall be applied
                                            to the next Supplier invoice or as otherwise agreed in writing by the parties.



 


		b.	First
                                            Lien. In order to secure Customer’s obligations under the Master Agreement, Customer
                                            shall enter into a security agreement on mutually satisfactory terms granting to Supplier
                                            (or its affiliate) a senior security interest in the first [***] Miners (and as used here
                                            and throughout this TC, the term “Miner” shall have the same meaning ascribed
                                            to such term by the Lease) installed in Powered Shell-A.



 


		c.	Credit
                                            Support. Concurrent with execution of this TC by all parties, and in addition to the
                                            Equity Pledge and Parent Guaranty delivered upon Master Agreement execution (and which shall
                                            remain in effect hereunder) Customer agrees to provide Supplier (or its affiliate) with [***].
                                            Subject to the terms of this TC, Customer also agrees to provide Supplier (or its affiliate)
                                            with the following cash deposits (i) on the 1st anniversary of the Commencement
                                            Date (Powered Shell-A) (as that term is defined in the Lease) and on the 1st anniversary
                                            of any Server Refresh, an additional $[***]; (ii) on the 2nd anniversary of the
                                            Commencement Date (Powered Shell-A) and on the 2nd anniversary of any Server Refresh,
                                            an additional $[***]; (iii) on the 3rd anniversary of the Commencement Date (Powered
                                            Shell-A) and on the 3rd anniversary of any Server Refresh, an additional $[***]
                                            (deposits (i) – (iii) collectively, the “Step-Up Security Deposit”
                                            and together with the Initial Security Deposit, the “Security Deposit”.
                                            Supplier (or its affiliate) shall cause the [***]; provided that, after [***], Supplier
                                            (or its affiliate) shall [***] and the parties shall [***]. Supplier (or its affiliate) shall
                                            [***].



 






    Ex A-4


     


    

 


		d.	Replacement
                                            Security. The provisions of Section 5.2 of the Lease “Replacement Security”
                                            shall apply, mutatis mutandis, to the Master Agreement and this TC; provided
                                            that, any Letter of Credit or cash deposit that replaces the Equity Pledge or Parent Guaranty
                                            supporting the Master Agreement and this TC shall be in the amount of $[***] (as such amount
                                            may be ratably reduced in the event of a partial release of the Equity Pledge).



 


		e.	Offset.
                                            Supplier may offset any undisputed amounts past due from Customer (but not any Customer affiliates)
                                            under the Master Agreement.



 


		f.	Profit
                                            Sharing. [***].



 


		g.	Server
                                            Refresh. In order to preserve for Supplier the economic value of the profit sharing set
                                            forth herein, at least once during the Initial Term of the Lease and, if Tenant exercises
                                            the first Extension Option, at least once during the extended Term of the Lease, Customer
                                            shall perform a Server Refresh in accordance with the Lease.



 


		6.	Public
                                            Statements. Any press release or other public statement issued by either Party relating
                                            to the subject matter of this TC shall be subject to prior approval by the other Party. Upon
                                            Supplier’s prior written approval, Customer may communicate the acquisition of energy
                                            and RECs via the Master Agreement through Customer’s public relations channels, its
                                            social media and intranet channels and its Sustainability Report. No materials disclosed
                                            to third parties under this clause shall reference the specific terms of this transaction
                                            without the prior written approval of the non-disclosing Party. Customer is solely responsible
                                            for determining whether any marketing materials or other public claims made by Customer related
                                            to Customer’s purchase of electricity hereunder, including but not limited to Customer’s
                                            use, if any, of the Green-e® Energy logo, comply with Green-e® Energy requirements
                                            and any licensing agreement between Customer and Green-e® Energy or the Center for Resource
                                            Solutions.



 


Notwithstanding
anything to the contrary contained herein, either party hereto may, without the consent of the other party, disclose this TC, the terms
hereof and/or the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors,
attorneys, accountants, investors and lenders, so long as any such person to whom disclosure is made shall also agree to keep this TC
and all such confidential information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by
regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission or any public
stock exchange for the sale and purchase of securities, provided that in such event such disclosing party shall only disclose that portion
of this TC or the confidential information which it is legally required to disclose.


 


		7.	Indemnification.
                                            In addition to, and not in lieu of, any indemnification provisions applicable to the
                                            Parties, each Party agrees to defend, indemnify and hold harmless the other Party from and
                                            against all claims arising out of or related to the products or marketing/advertising materials
                                            or statements of the indemnifying Party related to this transaction, including the energy
                                            and RECs provided hereunder.



 






    Ex A-5


     


    

 


		8.	Additional
                                            Definitions.



 


"Ancillary
Services And Other ISO Costs" means for any billing period the applicable charges regarding ancillary services as set forth
in the applicable ISO Open Access Transmission Tariff (“OATT”) and for other ISO costs not otherwise included in any
of the defined cost components in this TC. Supplier will reasonably determine an Account’s monthly Ancillary Services And Other
ISO Costs based on the Account’s $/kWh share of cost for Ancillary Services And Other ISO Costs or otherwise reasonable allocation
method as Supplier may determine from time to time based on how Ancillary Services And Other ISO Costs are assessed by the ISO.


 


"Basis
Costs" means the difference in market prices between the zone of the service account and the supply hub associated with the
service account energy zone. The real time market price will be used to calculate Basis Costs except that where the contract specifies
use of the day ahead market price as the energy index for settlement, the day ahead index price will be used for calculating Basis Costs.


 


“Business
Day” means any commercial banks are open for business in Houston, Texas.


 


“Commercial
Operation Date” means the date on which Phase Readiness for the Initial Block (as that term is defined in the Lease) has been
achieved pursuant to the Lease.


 


“Compensated
Curtailment” has the meaning set forth in Section 2(e) of this TC.


 


“Cost
Component” means all cost components detailed in the Cost Component table in the Account Schedule, as may be updated from time
to time as a result of a Change in Law.


 


“Energy
Conversion Value” means [***].


 


"Energy
Costs" means a charge for the cost items included in the Locational Marginal Price for the ISO zone identified in the Account
Schedule.


 


"ERCOT
Nodal Ancillaries Costs" means additional charges and fees associated with the ERCOT Nodal Protocols including, but not limited
to the Congestion Revenue Rights auction revenue disbursement, RUC Make Whole Uplift Charge, RUC Decommitment Charge, and RUC Clawback
Payment, all as set forth in the ERCOT Nodal Protocols at http://www.ercot.com/mktrules/nprotocols/current.


 


“Full
Load Deployment Date” means the date on which no less than [***] MW of Customer’s servers have been installed and are
operational at the Account.


 


“Line
Loss Costs” means the costs (to the extent not already captured in the applicable Energy Costs) applicable to each Account
based on the kW/h difference between the TDU metered usage and the ISO settlement volumes.  If Line Loss Costs are “Fixed,”
the Line Loss Costs are included in the Energy Costs and will not be invoiced as a separate line item.  If Line Loss Costs are “Passed
Through,” the Line Loss Costs will be invoiced as a separate line item and calculated based on the applicable fixed price or locational
marginal price for the corresponding usage.


 


“Passed
Through” means that the charge for these costs will change during the applicable term or period under this TC to the extent
the related charges assessed or charged vary for any reason.


 


“Market
Curtailment Incentive” means the ERCOT North Load Zone price, in USD per MWh, during periods when Supplier elects to implement
a Compensated Curtailment directive and reduce the energy use at the Account.


 


"Payment
Date" means the date a certain number of days following the invoice date as identified on the Account Schedule, by which Customer’s
payment to Supplier is due without offset or reduction of any kind.


 






    Ex A-6


     


    

 


“Profit
Sharing Percentage” shall mean, for any date during the Term, as follows:


 


	 	Relevant
    Period	 	Profit Sharing
    Percentage
	 	 	 	 
	Year 1	Commencing on the Commercial
    Operation Date and ending on and including the date that is the 1st anniversary of the Commencement Date.	 	8.0%
	Year 2	Commencing on but excluding
    the date that is the lst anniversary of the Commencement Date and ending on and including the date that is the 2nd anniversary
    of the Commencement Date.	 	8.0%
	Year 3	Commencing on but excluding
    the date that is the 2nd anniversary of the Commencement Date and ending on and including the date that is the 3rd  anniversary
    of the Commencement Date.	 	6.0%
	Year 4	Commencing on but excluding
    the date that is the 3rd anniversary of the Commencement Date and ending on and including the date that is the 4th
    anniversary of the Commencement Date.	 	6.0%
	Year 5	Commencing on but excluding
    the date that is the 4th anniversary of the Commencement Date and ending on and including the date that is the 5th
    anniversary of the Commencement Date.	 	3.0%
	Year 6	Commencing on but excluding
    the date that is the 5th anniversary of the Commencement Date and ending on and including the date that is the 6th
    anniversary of the Commencement Date.	 	3.0%
	Year 7	Commencing on but excluding
    the date that is the 6th anniversary of the Commencement Date and ending on and including the date that is the 7th
    anniversary of the Commencement Date.	 	3.0%
	Year 8	Commencing on but excluding
    the date that is the 7th anniversary of the Commencement Date and ending on and including the date that is the 8th
    anniversary of the Commencement Date.	 	3.0%
	Year 9	Commencing on but excluding
    the date that is the 8th anniversary of the Commencement Date and ending on and including the date that is the 9th
    anniversary of the Commencement Date.	 	3.0%
	Year 10	Commencing on but excluding
    the date that is the 9th anniversary of the Commencement Date and ending on and including the date the final day of the
    Term.	 	3.0%


 


"Renewable
Portfolio Standards Costs" means the costs associated with meeting renewable portfolio standards costs at the levels required
by currently applicable Law. If Renewable Portfolio Standards Costs are not included in the contract price, such costs for a particular
month will be the product of (i) the Monthly RPS Price; and (ii) an Account’s monthly kWh usage. The Monthly RPS Price is the price
of renewable portfolio standards compliance for the Account, for a particular month, fixed by reference to the renewable portfolio standards
forward price curve for the state where the Account is located


 


"RT
Ancillary Imbalance Costs" means for any billing period the applicable charges or credits regarding real-time (RT) ancillary
imbalance services as set forth in Nodal Protocol Revision Request 568 (NPRR 568) and the ERCOT Nodal Protocols which provides for the
implementation of an Operating Reserve Demand Curve (ORDC) beginning on June 1, 2014.


 


“RTO”
shall mean ERCOT.


 


"RUC
Capacity Short Charge Costs" means charges and fees associated with the ERCOT RUC Capacity Short charge. If Customer enters
into RTT(s) to fix Customer’s energy price, the RUC Capacity Short Charge will be fixed for any RTT volumes that are associated
with a Fixed Price or Heat Rate RTT.


 


“Settlement
Point Price” has the meaning set forth for such term in Section 2 of the ERCOT Protocols.


 


“TDU”
shall mean Oncor.


 






    Ex A-7


     


    

 


		9.	Additional
                                            Events of Default.  In addition to the events of default set forth in the Master
                                            Agreement, Customer’s uncured material breach of the Lease, Equity Pledge and Parent
                                            Guaranty shall be an event of default under the Master Agreement.



 


		10.	Product
                                            Not A Security. The Parties represent that they do not intend for this TC or any of the
                                            products or services provided to Customer in connection with this TC to be deemed: (a) a
                                            security under any state or federal law; or (b) required to be registered under the U.S.
                                            Securities Act of 1933, as amended, or with any securities regulatory authority of any state
                                            or other jurisdiction of the United States.  Supplier further represents that neither
                                            this TC nor any of the products or services provided to Customer in connection with this
                                            TC have been registered under the U.S. Securities Act of 1933, as amended, or with any securities
                                            regulatory authority of any state or other jurisdiction of the United States.



 


		11.	Annual
                                            Update Meetings. Unless otherwise mutually agreed, the Parties agree to meet no less
                                            frequently than annually (a) to discuss concepts such as Project performance in relation
                                            to the Accounts and (b) for Supplier to provide in-depth electric and renewable energy market
                                            updates. Failure to meet as contemplated in this Section 12 shall not be an Event of Default
                                            by either Party.



 


		12.	Confidentiality.
                                            In light of the unique nature of this transaction, Supplier reserves the right to share
                                            the details of this TC with the ISO or utility, as Supplier deems appropriate; provided that
                                            each such recipient agrees to hold such information in confidence or the provision of the
                                            information otherwise complies with Section 16 of the Master Agreement. Notwithstanding anything
                                            to the contrary contained herein, the terms and provisions of this Agreement may be disclosed
                                            if disclosure is required by law or by regulatory or judicial process or pursuant to any
                                            regulations promulgated by either the Securities and Exchange Commission or any public stock
                                            exchange for the sale and purchase of securities; provided that, in such event such disclosing
                                            party shall use reasonable efforts consistent with law to notify the other party and allow
                                            the other party to seek a protective order, and in any case only disclose that portion of
                                            this Agreement or the confidential information which it is legally required to disclose.



 


		13.	CUSTOMER
                                            PROTECTIONS AND WAIVERS OF CONSUMER RIGHTS. CUSTOMER AGREES THAT THE PUCT’s CUSTOMER
                                            PROTECTION RULES, 16 TEX. ADMIN. CODE, SUBCHAPTER R (§§25.471 ET SEQ) ARE WAIVED
                                            AND DO NOT APPLY TO THE MASTER AGREEMENT TO THE EXTENT ALLOWED BY LAW. CUSTOMER
                                            CAN VIEW THESE RULES AT: http://www.puc.state.tx.us/rules/subrules/electric/index.cfm. AFTER
                                            CONSULTING WITH AN ATTORNEY OF CUSTOMER’S OWN SELECTION, CUSTOMER VOLUNTARILY WAIVES
                                            CUSTOMER’S RIGHTS, IF ANY, UNDER THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION
                                            ACT, §§ 17.41 ET SEQ., TEXAS BUSINESS & COMMERCE CODE (“DTPA”),
                                            A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS.



 


		14.	Choice
                                            of Law, Venue, Attorney Fees and Expenses. The Agreement will be governed and interpreted
                                            in accordance with the laws of the State of Texas, without giving effect to conflict of law
                                            principles. Any controversy or claim arising from or relating to the Agreement will be settled
                                            in accordance with the express terms of the Agreement by a court located in the governing
                                            jurisdiction (and each Party hereto waives any right to object to venue in this regard);
                                            provided that, notwithstanding anything to the contrary in the Master Agreement, solely if
                                            a dispute arises out of or relates to the Supply Price in this TC, and if such Supply Price
                                            dispute cannot be settled through negotiation it shall be finally resolved by binding arbitration
                                            administered in Houston, Texas by the American Arbitration Association under its Commercial
                                            Arbitration Rules, or such other applicable arbitration body as required by law or regulation,
                                            and judgment upon the award rendered by the arbitrators may be entered in any court having
                                            jurisdiction. The arbitrator’s decision must be written and must include the findings
                                            of fact and conclusions of law that support the decision. The arbitrator’s decision
                                            will be final and binding on both parties, except to the extent applicable law allows for
                                            judicial review of arbitration awards. The arbitrator may award remedies that would otherwise
                                            be available to the parties if they were to bring the dispute in court, including an award
                                            of fees and costs. Arbitration shall be the exclusive method by which to resolve disputes
                                            regarding Supply Price (but no other disputes). If any party opts out of arbitration for
                                            the relief as provided in the preceding sentence, the arbitrator shall have no jurisdiction
                                            to hear or determine any such claim. TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY
                                            HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY
                                            JURY. If either Party pursues court action to enforce its rights under the Agreement, the
                                            non-prevailing Party shall promptly reimburse the prevailing Party for all its reasonable
                                            documented out-of-pocket attorney fees, expenses and costs.



 






    Ex A-8


     


    

 


		15.	Miscellaneous.



 


		a.	Certain
                                            Warranties and Prompt Payment.  Customer warrants and represents that for Account(s)
                                            located in the State of Texas, Customer’s aggregate peak load during any 12 month period
                                            is greater than 50 kilowatts and that the electricity supplied under the Master Agreement
                                            is not for use at a residence.  Chapter 2251 of Subtitle F of the Texas Government Code
                                            (the “Prompt Payment Act”) applies to Supplier’s service to Texas
                                            governmental entities.  If Customer is a Texas political subdivision, such as
                                            a county, municipality, public school district or special-purpose district or authority,
                                            then Customer acknowledges that the Prompt Payment Act allows a governmental entity to take
                                            advantage of an offer for an early payment discount and to negotiate a prompt payment discount
                                            with a vendor when possible.  If the Master Agreement contains a Payment Date less than
                                            45 days, then Customer and Supplier agree that the price offered to Customer represents an
                                            early payment discount for shorter payment terms instead of the standard 45 day payment terms
                                            for a political subdivision. 
	 	 	 



		b.	DISCONNECTION.
                                            Pursuant to PUCT regulations, all retail electric providers are allowed to disconnect
                                            customers for non-payment or if no service contract is in effect. If Customer, following
                                            notice to Customer in accordance with the notice provisions of the Master Agreement and the
                                            expiration of all applicable cure periods, persists in a failure to timely pay when due any
                                            undisputed amounts payable under the Master Agreement, then, Supplier shall be entitled to
                                            disconnect Customer’s service for non-payment or no contract to the extent allowed
                                            by law. Customer holds Supplier harmless for any interruptions or disruptions of service
                                            initiated by the TDU. Customer shall reimburse Supplier for any costs incurred or passed
                                            through to Supplier by the TDU for reinstatement of service.
	 	 	 



		c.	Termination
                                            of Holdover Term. Notwithstanding any other provisions to the contrary in the Master
                                            Agreement regarding the holdover term, upon termination of the holdover term by either Party,
                                            Supplier may, in accordance with Law, take steps to cease providing service to Customer.
	 	 	 



		d.	Governmental
                                            Entity Requirement. Chapter 2270 of Subtitle F, Title 10 of the Texas Government Code
                                            applies to Supplier’s contracts for goods or service to a Texas governmental entity.
                                            By signing and entering into the Master Agreement, Supplier verifies that it does not boycott
                                            Israel and will not boycott Israel during the term of the TC.



 






    Ex A-9


     


    

 


Each
Party has caused this Transaction Confirmation to be executed by its authorized representative on the respective dates written below.



 


	Supplier:	 	Customer:
	 	 	 
	By: 	 	 	By: 	 
	 	 	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	Date:	 	 	Date:	 
	Address:	 	 	Address:  	 
	    	 	 
	Attention:	 	 	Attention:	 
	Facsimile:	 	 	Facsimile:  	 
	Telephone:  	                                                               	 	Telephone: 	 
	 	 	Email Address:	 



 






    Ex A-10


     


    

 






ACCOUNT
SCHEDULE:


 


PREMISES
DESCRIPTION


 


[Description
of Power Shell location, size, address] 


 


ACCOUNT
INFORMATION


 


	TDU
    Account Number	TDU	Service
    Address	Fixed
    Price Period Start Date	Fixed
    Price Period End Date	Fixed
    Price ($/kWh) for the Fixed Price Period	Estimated
    Annual Usage (kWh)
	 	 	 	 	 	 	 


 


TDU
CONTACT INFORMATION


 


	TDU
    Name	TDU
    Abbreviation	Contact
    Phone Number(s)
	 	 	 


 


PASS
THROUGH CHARGES


 


	Component	 
	TDU
    Distribution Costs and Charges	Passed
    Through
	Ancillary
    Services and Other RTO Costs	Passed
    Through
	RUC
    Capacity Short Charge Costs	Passed
    Through
	Basis
    Costs	Passed
    Through
	Line
    Loss Costs	Passed
    Through
	Renewable
    Portfolio Standards Costs 	Passed
    Through
	RT
    Ancillary Imbalance Costs 	Passed
    Through
	Voltage
    Support Costs	Passed
    Through
	Reliability
    Unit Commitment Charges	Passed
    Through
	Emergency
    Response Charges	Passed
    Through


 






    Ex A-11


     


    

 


EXHIBIT
A


 


Monthly
Fixed Price Volume


 


[To
be agreed prior to TC execution]


 


Non-Curtailable
Load


 


[***]
MW


 






    Ex A-12


     


    

 


EXHIBIT
B: Profit Sharing Illustrative Calculation


 


[***]


 




    Ex B-1


     


    

 


EXHIBIT
C: Profit Sharing Illustrative Schedule of Cash Deposits


 


[***]


 




    Ex C-1


     


    

 


EXHIBIT
D: Illustrative Example of Quarterly True-Up Deposit


 


[***]




 






    Ex D-1


     


    

 


IN
WITNESS WHERE OF, the Parties have executed this Master Agreement through their duly authorized representatives as of the Effective
Date.



 


	SUPPLIER: NetZero Energy LLC	 	CUSTOMER: Rhodium Renewables LLC
	 	 	 
	/s/ Henry Jones	 	/s/ Cameron Blackmon
	Name: Henry Jones	 	Name: Cameron Blackmon
	Title: President	 	Title: Authorized Signatory
	Date: August 31, 2021	 	Date: August 31, 2021