Exhibit 10.12


 


Employment
Agreement


 


This Employment Agreement (this “Agreement”)
is dated as of June 1, 2020 (the “Commencement Date”), and is made by and between Eos Energy Storage
LLC, a Delaware limited liability company (the “Company”), and Mack Treece (“Executive”).


 





W i t n e s s e t h:

 


WHEREAS, the Company and Executive are
currently parties to that certain Consulting Agreement, dated as of March 5, 2019 (the “Consulting Agreement”),
under which Executive provides services to the Company as its Chief Financial Officer on an at-will contractor basis;


 


WHEREAS, the Company and Executive desire
to terminate the Consulting Agreement and enter into this Agreement in lieu thereof; and


 


WHEREAS, the Company desires to employ
Executive to serve as the Chief Strategic Commercial Alliances and Integration Officer of the Company, and Executive desires to
be so employed, in each case, on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the Company
and Executive hereby agree as follows:


 


1. Agreement to
Employ; No Conflicts


 


Upon the terms and
subject to the conditions of this Agreement, the Company hereby agrees to continue employing Executive, and Executive hereby accepts
such continued employment by the Company. Executive represents and warrants that (a) Executive is entering into this Agreement
voluntarily, and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict
with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b)
Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-competition,
non-solicitation or other similar covenant or agreement by which Executive is or may be bound; and (c) in connection with
Executive’s employment by the Company, Executive will not use any confidential or proprietary information Executive may
have obtained in connection with Executive’s services to any prior employer.


 


2. Term; Position
and Responsibilities


 


(a) Term.
Unless Executive’s employment shall sooner terminate pursuant to Section 7, the Company
shall employ Executive for a term commencing on the Commencement Date and ending on the third anniversary thereof (the
“Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as
defined below), unless Executive’s employment shall sooner terminate pursuant to Section 7, Executive’s
employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions, for an additional
period of one year (each, an “Additional Term”), in each such case, commencing upon the expiration
of the Initial Term or the then current Additional Term, as the case may be, unless, at least 60 days prior to the expiration
of the Initial Term or such Additional Term, as the case may be, either party hereto shall have notified the other party
thereto in writing that such extension shall not take effect. The period during which Executive is employed pursuant to this
Agreement shall be referred to as the “Employment Period”.


 






     


     


    

 


(b) Position and Responsibilities. During the Employment
Period, Executive shall serve as the Chief Strategic Commercial Alliances and Integration Officer of the Company, reporting to
the Chief Executive Officer of the Company (the “CEO”). Executive shall have such duties and responsibilities
as are customarily assigned to individuals serving in such position, and such other duties consistent with Executive’s position
as the CEO specifies from time to time. Executive shall devote all of Executive’s skill, knowledge and business time to
the conscientious performance of such duties and responsibilities, except for vacation time (as set forth in Section 6(b)), absence
for sickness or similar disability, and time spent performing services for any charitable, religious or community organizations,
so long as such services do not materially interfere with the performance of Executive’s duties hereunder.


 


3. Base Salary


 


From March 1, 2019 and prior to the signing
of this Agreement, Executive has been paid cash compensation as a consultant at a monthly rate of US $15,000.00 per month in accordance
with the Consulting Agreement. Upon the Commencement Date, the Company shall pay Executive a base salary at an annualized rate
of $325,000 per year. The amount of the Base Salary will be reviewed by the Company’s Board of Directors (the “Board”)
and CEO annually during the Employment Period, which may increase (but not decrease) Executive’s Base Salary in their sole
discretion at that time. The annual base salary payable to Executive under this Section 3 shall hereinafter be referred to as the
“Base Salary”.


 


4. Incentive Compensation


 


(a) Annual
Cash Bonus. Beginning in the calendar year in which the Company successfully closes new funding and for each full calendar
year of the Company that ends during the Employment Period thereafter, Executive shall have an annual cash bonus opportunity ranging
from 50% to 100% of Base Salary, as determined by the Board in its sole discretion (the “Annual Bonus”).
Any Annual Bonus that becomes payable pursuant to this Section 4(a) shall be paid to Executive within the calendar year following
the year to which such Annual Bonus relates and within 30 days of the Board’s approval of audited financial statements of
the Company for the calendar year to which such Annual Bonus relates; provided, that, except as expressly
provided herein, Executive is employed by the Company on the date such Annual Bonus is to be paid. Additionally, during the Employment
Period, the Board and the CEO may determine to grant Executive additional bonus opportunities in such amounts and subject to such
terms as the Board and the CEO shall determine in their sole discretion from time to time.


 






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(b) Equity
Compensation.


 


(i) Initial Options. Within 30 days after the Commencement
Date, the Company will grant to Executive an option to purchase 1,000,000 Common Units (as defined in the Operating Agreement
(as defined below)) of the Company. Such option shall be issued in accordance with the Company’s 2012 Equity Incentive Plan,
as amended from time to time (the “Plan”) and the Company’s Sixth
Amended and Restated Limited Liability Company Agreement, dated as of April 20, 2018, as amended from time to time (the “Operating
Agreement”), and will be evidenced by, and subject to, an option agreement entered into by Executive and the Company.
Such option shall have an exercise price equal to $0.50 per Common Unit, will vest annually over three years beginning on the
first anniversary of the Commencement Date, and will fully vest in the event of the consummation of a Change in Control (as defined
in the Plan).


 


(ii) Closing of New Funding Options. Subject to Executive’s
continuous employment through the applicable grant date, within 30 days after the closing of new funding, the Company will grant
to Executive a one-time option to purchase an additional 1,000,000 Common Units of the Company. Such option shall be issued in
accordance with the Plan and the Operating Agreement, and will be evidenced by, and subject to, an option agreement entered into
by Executive and the Company. Such option shall have an exercise price equal to the then-current fair market value per Common
Unit on the grant date, will vest annually over three years beginning on the first anniversary of the grant date, and will fully
vest in the event of the consummation of a Change in Control.


 


5.Employee Benefits


 


During the Employment Period, Executive
(and, to the extent eligible, Executive’s dependents and beneficiaries) shall be entitled to participate in any defined contribution
plan, any insurance program and any medical and other health benefit plan, in each case, sponsored by the Company for its employees
on terms and conditions set forth in such programs and plans (as amended from time to time).


 


6.Expenses; Vacation;


 


(a) Business
Travel, Lodging, etc. The Company shall reimburse Executive for reasonable business, travel (business class airfare shall be
considered reasonable for any flight (inclusive of connecting flights) with a flight time longer than five hours), lodging, meal
and other reasonable expenses incurred by Executive in connection with Executive’s performance of services hereunder upon
submission of evidence, satisfactory to the Company, of the incurrence and purpose of each such expense, and otherwise in accordance
with the Company’s expense policy applicable to its employees as in effect from time to time.


 


(b) Vacation.
During the Employment Period, Executive shall be entitled to a minimum of four weeks of paid personal time off per calendar year,
which shall be taken by Executive in his reasonable discretion, subject to the reasonable business needs of the Company.


 


7.Termination of Employment


 


(a) Termination
Due to Death or Disability. During the Employment Period, Executive’s employment shall automatically terminate in
the event of Executive’s death, and may be terminated by the Company due to Executive’s Disability (as defined
below). For the purposes of this Agreement, “Disability” shall mean a physical or mental disability
that prevents, regardless of any reasonable accommodation, the performance by Executive of Executive’s duties under
this Agreement for a continuous period of 90 days or longer, or for 180 days or more in any
12-month period.


 






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(b) Termination
by the Company. During the Employment Period, the Company may terminate Executive’s employment with the Company
with or without Cause. For purposes of this Agreement, “Cause” shall mean (a) any failure by
Executive to perform Executive’s material duties hereunder (other than any such breach or failure due to Executive’s
physical or mental illness) and the continuance of such failure for more than 30 days following Executive’s receipt of written
notice from the Company specifying such failure; (b) any failure by Executive to cooperate, if reasonably requested by
the Company, with any investigation or inquiry into Executive’s or the Company’s business practices, whether internal
or external, including, but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry;
(c) Executive engaging in fraud, willful misconduct, gross negligence or dishonesty that has caused or is reasonably expected
to result in material injury to the Company or any of its affiliates; (d) any breach by Executive of any fiduciary duty
owed to the Company or any of its affiliates or members; (e) Executive’s conviction of, or entering a plea of guilty
or nobo contendere to, a crime that constitutes a felony; or (f) any material breach by Executive of any of Executive’s
obligations hereunder or under any other written agreement or covenant with the Company or any of its affiliates, which, if curable,
continues for more than 30 consecutive days after the Company notifies Executive in writing of such breach. A termination for
Cause shall include a reasonable determination by the Company following the termination of the Employment Period that circumstances
existed during the Employment Period that would have justified a termination by the Company for Cause.


 


(c) Termination
by Executive. During the Employment Period, Executive may terminate Executive’s employment with the Company with or
without Good Reason. For purposes of this Agreement, “Good Reason” shall mean a termination by Executive
of Executive’s employment hereunder if (i) any of the following events occur without Executive’s consent, (ii)
within 30 days after Executive learns of the occurrence of such event, Executive notifies the Company in writing that such event
has occurred describing such event in reasonable detail and demanding cure, and (iii) such event is not cured within 30
days after Executive so notifies the Company: (a) a material diminution in Executive’s authority, duties or responsibilities
that Executive has on the date hereof, (b) a reduction in the rate of Base Salary, other than in connection with an across
the board reduction of the base salaries of senior executives of the Company generally, or (c) any material breach by the
Company of any of its material obligations hereunder.


 


(d) Notice
of Termination. Any termination of Executive’s employment by the Company pursuant to Section 7(a) (other than in the
event of Executive’s death) or Section 7(b) or by Executive pursuant to Section 7(c) shall be communicated by a written Notice
of Termination addressed to the other party to this Agreement. A “Notice of Termination” shall mean a
notice stating that Executive’s employment with the Company has been or will be terminated.


 






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(e) Date of Termination.
As used in this Agreement, the term “Date of Termination” shall mean (i) if Executive’s
employment is terminated by Executive’s death, the date of Executive’s death; (ii) if Executive’s employment
is terminated by the Company pursuant to Section 7(a) due to Executive’s Disability, 30 days after the date on which the
Notice of Termination is given; provided, that, if Executive shall have returned to the performance of Executive’s
duties on a full-time basis during such 30-day period, such Notice of Termination shall be of no force or effect; (iii)
if Executive’s employment is terminated by the Company for Cause or by Executive for Good Reason, the date any applicable
cure period expires (and, if there is no applicable cure period, the date specified in the Notice of Termination); provided,
that if a party is entitled to cure the nature of such termination and so cures prior to the expiration of the applicable
cure period, the Notice of Termination provided to such curing party shall be of no force or effect; and (iv) if Executive’s
employment is terminated for any other reason, the date specified in the Notice of Termination (which shall be 60 days after the
date of such notice) and, if no such notice is given, 60 days after the date of termination of employment.


 


(f) Payments Upon
Certain Terminations.


 


(i) Termination Without
Cause or for Good Reason. If (A) the Company shall terminate Executive’s employment without Cause or (B)
Executive shall terminate Executive’s employment for Good Reason, in each case, during the Employment Period, the Company
shall pay to Executive:


 


(A) any
accrued and unpaid Base Salary and vacation earned through the Date of Termination, which shall be paid on the tenth day after
the Date of Termination (or, if such day is not a business day, the next business day after such day); plus


 


(B) as
liquidated damages in respect of claims based on provisions of this Agreement and provided that Executive executes and delivers
(and does not revoke) a general release of all claims in form and substance reasonably satisfactory to the Company within 60 days
following the Date of Termination:


 


(I) six
months’ Base Salary, which shall be paid in periodic installments on the Company’s regular payroll dates, beginning
with the next payroll date immediately following the expiration of the 60th day following the Date of Termination
(which first payment shall include any payments of Base Salary that should have been made during such 60-day period but for the
60-day release consideration period); plus


 


(II) a prorated Annual
Bonus for the year of termination in an amount equal to (x) the Annual Bonus, multiplied by (y) a fraction, the
numerator of which is the number of days Executive was employed by the Company during such calendar year and the denominator of
which is 365, payable in accordance with Section 4(a) above.


 


(ii) Termination for Any Other Reason. If Executive’s
employment is terminated for any reason other than those specified in Section 7(f)(i) during the Employment Period, the Company
shall pay Executive on the tenth day after the Date of Termination (or, if such day is not a business day, the next business day
after such day), any accrued and unpaid Base Salary and vacation earned through the Date of Termination.


 






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(iii) Effect of Termination on
Other Plans and Programs. In the event that Executive’s employment with the Company is terminated for any reason,
Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy,
program or practice of the Company in which Executive was a participant immediately prior to
the Date of Termination in accordance with the terms thereof; provided, that, if Executive’s
employment is terminated without Cause or for Good Reason, Executive shall not be entitled to receive any payments or
benefits under any such plan, policy, program or practice providing any severance or incentive compensation and the
provisions of this Section 7 shall supersede the provisions of any such plan, policy, program or practice.


 


(g) Resignation
Upon Termination. Effective as of the date of Executive’s termination of employment with the Company, Executive shall
resign, in writing, from all positions then held by Executive with the Company and its affiliates unless otherwise requested by
the Company and agreed to by Executive.


 


(h) Cessation
of Professional Activity. Upon delivery of a Notice of Termination by any party or a notice pursuant to Section 2(a), the Company
may relieve Executive of Executive’s responsibilities described in Section 2(b) and require Executive to immediately cease
all professional activity on behalf of the Company, in any such case, without such suspension or cessation constituting a termination
by the Company without Cause or providing Executive with grounds to terminate Executive’s employment for Good Reason.


 


8. Restrictive Covenants


 


(a) Unauthorized
Disclosure. During the Employment Period and following any termination thereof, without the prior written consent of a duly
authorized representative of the Company except to the extent required by an order of a court having competent jurisdiction or
under subpoena from an appropriate government agency, in which event, Executive shall use Executive’s best efforts to consult
with the Company prior to responding to any such order or subpoena, and except as authorized in performance of Executive’s
duties hereunder, Executive shall not use or disclose any confidential or proprietary trade secrets, customer lists, drawings,
designs, marketing plans, management organization information (including, but not limited to, data and other information relating
to the Company or any affiliate thereof (the “Company Group”), or to the members of the boards of directors
of the Company Group, or to the management of the Company Group), operating policies or manuals, business plans, financial records,
or other financial, commercial, business or technical information (i) relating to the Company Group or (ii) that
the Company Group may receive belonging to customers or others who do business with the Company Group (collectively, “Confidential
Information”) to any third Person (defined below) unless such Confidential Information has been previously disclosed
to the public generally or is in the public domain (in each case, other than by reason of Executive’s breach of this Section
8(a)).


 


(b) Non-Competition.
During the period beginning on the date hereof and ending twelve months after the termination of Executive’s employment
with the Company (the “Restriction Period”), Executive shall not, directly or indirectly, own any interest
in, operate, join, control or participate as a partner, shareholder, member, director, manager, officer, or agent of, enter into
the employment of, act as a consultant to, or perform any services for any entity that is in competition with the Business (as
defined below) of the Company Group in any jurisdiction in which the Company Group is engaged at the time of Executive’s
termination of employment. For purposes of this Agreement, “Business” means the development and manufacture
of energy storage products and solutions, including, without limitation, grid-scale energy storage, DC battery systems,
electric utilities, applications in commercial and industrial, micro grid, telecom, military, renewables, and residential markets,
and the provision of services related thereto.


 






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(c) Non-Solicitation
of Employees. During the Restriction Period, Executive shall not, directly or indirectly, for Executive’s own account
or for the account of any other natural person, partnership, limited liability company, association, corporation, company, trust,
business trust, governmental authority or other entity (each, a “Person”) in any jurisdiction in which the
Company Group has commenced or has documented plans, as of the termination of Executive’s employment with the Company, to
commence operations during the Employment Period, (i) solicit for employment, employ or otherwise interfere with the relationship
of the Company Group with any natural person throughout the world who is or was employed by or otherwise engaged to perform services
for the Company Group at any time (a) during the Employment Period, in the case of such prohibited activity occurring during
such time, or (b) during the twelve month period preceding such prohibited activity, in the case of such prohibited activity
occurring during the Restriction Period but after the date of Executive’s termination of employment with the Company, in
each case, other than any such solicitation or employment on behalf of or at the request of the Company Group during the Employment
Period; or (ii) induce any employee of the Company Group to engage in any activity which Executive is prohibited from engaging
in under any of this Section 8 or to terminate such employee’s employment with the Company.


 


(d) Non-Solicitation
of Business Relationships. During the Restriction Period, Executive shall not, directly or indirectly, for Executive’s
own account or for the account of any other Person, in any jurisdiction in which the Company Group has commenced or has made plans
to commence operations, solicit, interfere with, or otherwise attempt to establish any business relationship of a nature that
is competitive with the Business or relationship of the Company Group with any Person throughout the world which is or was a customer,
client, distributor, supplier or vendor of the Business of the Company Group (x) at any time during the Employment Period
(in the case of such prohibited activity occurring during such time) or (y) during the twelve month period preceding such
prohibited activity (in the case of such prohibited activity occurring during the Restriction Period but after the date of Executive’s
termination of employment with the Company), other than any such activity on behalf of or at the request of the Company Group
during the Employment Period.


 


(e) Works
for Hire.


 


(i) Generally.
Executive agrees that the Company shall own all right, title and interest (including, but not limited to, patent rights, copyrights,
trade secret rights and other rights throughout the world) in any inventions, works of authorship, ideas or information made or
conceived or reduced to practice, in whole or in part, by Executive (either alone or with others) during the Employment Period
(collectively “Developments”); provided, however, that the Company shall not own
Developments for which no equipment, supplies, facility, trade secret information or Confidential Information of the Company was
used and which were developed entirely on Executive’s time, and (A) which do not relate (I) to the business
of the Company Group or (II) to the actual or demonstrably anticipated research or development of the Company Group, and
(B) which do not result from any work performed by Executive for the Company.


 




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(ii) Disclosure;
Assignment. Subject to Section 8(e)(i), Executive will promptly and fully disclose to the Company, or any persons
designated by it, any and all Developments made or conceived or reduced to practice or learned by Executive, either alone or
jointly with others during the Employment Period. Executive hereby assigns all right, title and interest in and to any and
all of these Developments to the Company. Executive shall further assist the Company, at the Company’s expense, to
further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights
specified to be so owned or assigned. Executive hereby irrevocably designates and appoints the Company and its agents as
attorneys-in-fact to act for and on Executive’s behalf to execute and file any document and to do all other lawfully
permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by
Executive.


 


(iii) Copyright
Act; Moral Rights. In addition, and not in contravention of Section 8(e)(i) or Section 8(e)(ii), Executive acknowledges that
all original works of authorship which are made by Executive (solely or jointly with others) within the scope of employment and
which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright
Act (17 USC §101). To the extent allowed by law, this Section 8(e) includes all rights of paternity, integrity, disclosure
and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral
Rights”). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby waives such
Moral Rights and consents to any action consistent with the terms of this Agreement with respect to such Moral Rights, in each
case, to the full extent of such applicable law. Executive will confirm any such waivers and consents from time to time as requested
by the Company.


 


(iv) Authorized Disclosure.
Section 1833(b) of Title 18 of the United States Code states “An individual shall not be held criminally or civilly liable
under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made (a) in confidence
to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (b) solely for
the purposes of reporting or investigating a suspended violation of law or (ii) is made in a complaint or other document
filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the Company and Executive have
the right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the
sole purpose of reporting or investigating a suspected violation of law. The Company and Executive also have the right to disclose
trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from
public disclosure. Nothing in this Agreement is intended to conflict with Section 1833(b) of Title 18 of the United States Code
or create liability for disclosures of trade secrets that are expressly allowed by Section 1833(b) of Title 18 of the United States
Code.


 






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(f) Mutual Nondisparagement.
Executive agrees that Executive shall neither, directly or indirectly, engage in any conduct or make any statement (including
through social media) disparaging or criticizing in any way the Company Group, or any of their personnel, nor engage in any other
conduct or make any other statement that could be reasonably expected to impair the goodwill of the Company Group, the reputation
of the Company Group, in each case, except to the extent required by law, and then only after consultation with the Company to
the extent possible, or to enforce the terms of this Agreement. The Company agrees that it shall not, and the Company
agrees that is shall instruct its senior executives and officers to not, directly or indirectly, engage in any conduct or make
any statement (including through social media) disparaging or criticizing in any way Executive, nor engage in any other conduct
or make any other statement that could be reasonably expected to impair the goodwill of Executive, the reputation of Executive,
in each case, (i) except to the extent required by law, and then only after consultation with Executive to the extent possible,
(ii) to enforce the terms of this Agreement, or (iii) from discussing Executive in connection with normal performance
evaluations.


 


(g) Return of Documents.
In the event of the termination of Executive’s employment, Executive shall promptly deliver to the Company (i) all
property of the Company Group then in Executive’s possession; and (ii) all documents and data of any nature and in
whatever medium of the Company Group, and Executive shall not take with Executive any such property, documents or data or any
reproduction thereof, or any documents containing or pertaining to any Confidential Information.


 


(h) Confidentiality
of Agreement; Governmental Agency Exception. The parties to this Agreement agree not to disclose its terms to any Person, other
than their attorneys, accountants, financial advisors or, in Executive’s case, members of Executive’s immediate family
or, in the Company’s case, for any reasonable purpose that is reasonably related to its business operations; provided,
that this Section 8(h) shall not be construed to prohibit any disclosure required by law or in any proceeding to enforce the terms
and conditions of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, this Agreement does not
limit Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding
that may be conducted by any government agency, including providing documents or other information, without notice to the Company
or its affiliates. This Agreement does not limit Executive’s right to receive an award for information provided to any government
agencies.


 


9. Certain Acknowledgments;
Injunctive Relief with Respect to Covenants


 


(a) Executive acknowledges
and agrees that Executive will have a prominent role in the development of the goodwill of the Company Group, and has and will
establish and develop relations and contacts with the principal business relationships of the Company Group in the United States
of America and the rest of the world, all of which constitute valuable goodwill of, and could be used by Executive to compete
unfairly with, the Company Group and that (i) in the course of Executive’s employment with the Company, Executive
will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company Group
in the United States of America and the rest of the world that could be used to compete unfairly with the Company Group; (ii)
the covenants and restrictions contained in Section 8 are intended to protect the legitimate interests of the Company Group
in their respective goodwill, trade secrets and other confidential and proprietary information; and (iii) Executive desires
to be bound by such covenants and restrictions.


 


(b) Injunctive
Relief. Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Section
8 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations
or agreements will cause the Company Group irreparable injury for which adequate remedies are not available at law. Therefore,
Executive agrees that the Company shall be entitled to an injunction, restraining order or such
other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate
to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are
cumulative and in addition to any other rights and remedies the Company Group may have.


 






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10. Entire Agreement


 


This Agreement constitutes the entire agreement
between the Company and Executive with respect to the subject matter hereof, and supersedes all undertakings and agreements, whether
oral or in writing, previously entered into by the Company and Executive with respect thereto, including, without limitation, the
Consulting Agreement. All prior correspondence and proposals (including, but not limited to, summaries of proposed terms and the
Consulting Agreement) and all prior offer letters, promises, representations, understandings, arrangements and agreements relating
to such subject matter (including, but not limited to, those made to or with Executive by any other person) are merged herein and
superseded hereby.


 


11. General Provisions


 


(a) Binding
Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company and its respective successors
and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Executive and Executive’s heirs,
executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior
written consent of the other parties hereto, except as provided pursuant to this Section 11(a). The Company may affect such an
assignment without prior written approval of Executive upon the transfer of all or substantially all of its business and/or assets
(by whatever means).


 


(b) Governing
Law; Waiver of Jury Trial.


 


(i) Governing Law; Consent to Jurisdiction. This
Agreement shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by the
internal laws of the State of New Jersey, without regard to conflicts of laws provisions thereof that would require
application to the laws of another jurisdiction other than those that mandatorily apply. Each party hereby irrevocably
submits to the jurisdiction of the courts of the State of New Jersey and the federal courts of the United States of America
located in the District of New Jersey solely in respect of the interpretation and enforcement of the provisions of this
Agreement and in respect of the transactions contemplated hereby. Each party hereby waives and agrees not to assert, as a
defense in any action, suit or proceeding for the interpretation and enforcement hereof, or in respect of any such
transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue
thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each party hereby consents to
and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and
agree that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in
Section 11(f) or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.


 




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(ii)Waiver
of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely
to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right
such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this
Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement. Each
party certifies and acknowledges that (A) no representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver; (B) each
such party understands and has considered the implications of this waiver; and (C) each such party makes this waiver voluntarily.


 


(c) Taxes.
All amounts payable and benefits provided hereunder shall be subject to any and all applicable taxes, as required by applicable
Federal, state, local and foreign laws and regulations.


 


(d) Amendments;
Waiver. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge
is approved by a Person authorized by the Company and is agreed to in writing by Executive and, in the case of any such modification,
waiver or discharge affecting the rights or obligations of the Company, is approved by a Person authorized thereby. No waiver by
any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No waiver of any provision of this Agreement shall be implied from any course of dealing
between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series
of occasions.


 


(e) Legal
Advice; Severability; Blue Pencil. Executive acknowledges that Executive has been advised to seek independent legal counsel
for advice regarding the effect of the provisions of this Agreement, and has either obtained such advice of independent legal counsel,
or has voluntarily and without compulsion elected to enter into and be bound by the terms of this Agreement without such advice
of independent legal counsel. In the event that any one or more of the provisions of this Agreement shall be or become invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not be affected thereby. Executive and the Company agree that the covenants contained in Section 8 are reasonable covenants
under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not
reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions
of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended.


 






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(f) Notices.
Any notice or other communication required or permitted to be delivered under this Agreement shall be (A) in writing; (B)
delivered personally, by facsimile, by courier service or by certified or registered mail, first class postage prepaid and
return receipt requested; (C) deemed to have been received on the date of delivery or, if so mailed, on the third business
day after the mailing thereof; and (D) if so mailed or delivered by courier service, addressed as follows (or to such other
address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):





 


(I) If to the
Company:


 


Eos Energy Solutions LLC


3920 Park Avenue


Edison, NJ 08820


Attn: Russell Stidolph, Chairman


Email: rstidolph@altenergyllc.com


 


With a copy (which shall not constitute notice) to:


 


Morrison Cohen LLP


909 Third Avenue


New York, NY 10022


Attn:
David P. LaGalia, Esq.


  Anthony Saur, Esq.


Fax: (212) 735-8708


 


(II) If
to Executive, at Executive’s residential address as currently on file with the Company.


 


(g) Survival.
The Company and Executive hereby agree that certain provisions of this Agreement, including, but not limited to, Sections 8, 9,
10 and 11, shall survive the expiration of the Employment Period in accordance with their terms.


 


(h) Further
Assurances. Each party hereto agrees with the other party hereto that it will cooperate with such other party and will execute
and deliver, or cause to be executed and delivered, all such other instruments and documents, and will take such other actions,
as such other party may reasonably requests from time to time, to effectuate the provisions and purpose of this Agreement.


 






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(i) Section 409A.
The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”) (including under Treasury Regulation §§ 1.409A-1(b)(4)
(“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph
(iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). For
purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment
for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result
in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate
in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition
of taxes, penalties or interest under Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer
the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. Notwithstanding
the foregoing, the Company does not guarantee any particular tax effect, and Executive shall be solely responsible and liable
for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of Executive in connection
with the Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates
shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or all of such taxes,
penalties or interest. With respect to the time of payments of any amounts under the Agreement that are “deferred compensation”
subject to Section 409A, references in the Agreement to “termination of employment” (and substantially similar phrases)
shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is intended
that any expense reimbursement made to Executive hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if
any expense reimbursement made hereunder shall be determined to be “deferred compensation” within the meaning of Section
409A, then (a) the amount of the indemnification payment or expense reimbursement during one taxable year shall not affect
the amount of the expense reimbursement during any other taxable year, (b) the expense reimbursement shall be made on or
before the last day of Executive’s taxable year following the year in which the expense was incurred and (c) the
right to expense reimbursement hereunder shall not be subject to liquidation or exchange for another benefit.


 


(j) Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute
one and the same instrument. The parties hereto agree to accept a signed facsimile copy or “PDF” of this Agreement
as a fully binding original.


 


(k) Headings.
The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to
be a part hereof or to affect the meaning or interpretation hereof.


 


(l) Condition
Precedent. The effectiveness of this Agreement is contingent on (i) the Company’s successful completion of a satisfactory
background investigation and reference check, as determined by the Company in its sole discretion and in accordance with the Company’s
applicable policy and applicable law, and (ii) Executive’s compliance with applicable Federal law and the Immigration Reform
and Control Act of 1986, and as a condition of employment, Executive must complete an Employment Verification Form I-9 and present
proof of identity and employment eligibility to work in the United States to the Company within three days following the Commencement
Date.


 


-- Signature
page follows --


 




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IN WITNESS WHEREOF, the Company has duly executed this Agreement
by their authorized representatives, and Executive has hereunto set Executive’s hand, in each case effective as of the Commencement
Date.


 


	 	EOS ENERGY SOLUTIONS LLC
	 	 	 
	 	By:	/s/ Russell Stidolph 
	 	Name: 	Russell Stidolph 
	 	Title:	Chairman






 





	 	EXECUTIVE
	 	 
	 	/s/ Mack Treece 
	 	Mack Treece


 


[Signature
Page to Treece Employment Agreement]