BESS · Bimergen Energy Corp

The Exercise dates for the options specified in the table above (the "Options") are as follows: (a) for the first 1/3rd of the Options is August 26, 2025, (b) for the second 1/3rd of the Options on or after the first annual anniversary of the Transaction Date; (c) for the third 1/3rd of the Options may be exercised on or after the second annual anniversary of the Transaction Date.

On August 26, 2025, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced to an exercise price of $4.50 per share. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

The Exercise Prices for the options specified in the table above (the "Options") are as follows: (a) for the first 1/5th of the Options, $0.50 per share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the Options, $0.75 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the Options, $1.00 per share of Common Stock which may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the Options, $1.25 per share of Common Stock which may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the Options, $1.50 per share of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date.

The Exercise dates for the options specified in the table above (the "Options") are as follows: (a) for the first 1/3rd of the Options is August 26, 2025, (b) for the second 1/3rd of the Options on or after the first annual anniversary of the Transaction Date; (c) for the third 1/3rd of the Options may be exercised on or after the second annual anniversary of the Transaction Date.

On August 26, 2025, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced to an exercise price of $4.50 per share. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

The Date Exercisable for the options specified in the table above (the "Options") are as follows: (a) for the first 1/5th of the Options may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the Options may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the Options may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the Options may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the Options may be exercised on or after the fifth annual anniversary of the Award Date.

The Exercise for the options specified in the table above (the "Options") are as follows: (a) for the first 1/3th of the Options is August 26, 2025, (b) for the second 1/3th of the Options on or after the first annual anniversary of the Transaction Date; (c) for the third 1/3th of the Options may be exercised on or after the second annual anniversary of the Transaction Date.

On August 26, 2025, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced to an exercise price of $4.50 per share. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

The Date Exercisable for the options specified in the table above (the "Options") are as follows: (a) for the first 1/5th of the Options may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the Options may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the Options may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the Options may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the Options may be exercised on or after the fifth annual anniversary of the Award Date.

The Exercise dates for the options specified in the table above (the "Options") are as follows: (a) for the first 1/3rd of the Options is August 26, 2025, (b) for the second 1/3rd of the Options on or after the first annual anniversary of the Transaction Date; (c) for the third 1/3rd of the Options may be exercised on or after the second annual anniversary of the Transaction Date.

The Exercise Prices for the options specified in the table above (the "Options") are as follows: (a) for the first 1/5th of the Options, $0.50 per share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the Options, $0.75 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the Options, $1.00 per share of Common Stock which may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the Options, $1.25 per share of Common Stock which may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the Options, $1.50 per share of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date.

The Exercise Prices for the options specified in the table above (the "Options") are as follows: (a) for the first 1/5th of the Options, $0.50 per share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the Options, $0.75 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the Options, $1.00 per share of Common Stock which may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the Options, $1.25 per share of Common Stock which may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the Options, $1.50 per share of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date.

The Exercise Prices for the options specified in the table above (the "Options") are as follows: (a) for the first 1/5th of the Options, $0.50 per share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the Options, $0.75 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the Options, $1.00 per share of Common Stock which may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the Options, $1.25 per share of Common Stock which may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the Options, $1.50 per share of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date.

The Exercise Prices for the options specified in the table above (the "Options") are as follows: (a) for the first 1/5th of the Options, $0.50 per share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the Options, $0.75 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the Options, $1.00 per share of Common Stock which may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the Options, $1.25 per share of Common Stock which may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the Options, $1.50 per share of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date.

The Exercise Prices for the options specified in the table above (the "Options") are as follows: (a) for the first 1/5th of the Options, $0.50 per share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date; (b) for the second 1/5th of the Options, $0.75 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date; (c) for the third 1/5th of the Options, $1.00 per share of Common Stock which may be exercised on or after the third annual anniversary of the Award Date; (d) the fourth 1/5th of the Options, $1.25 per share of Common Stock which may be exercised on or after the fourth annual anniversary of the Award Date; and (e) for the final 1/5th of the Options, $1.50 per share of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date.

Includes 51,517,749 shares held directly by the Reporting Person, 51,507,749 held by the Reporting Person's spouse and 43,419,533 held by United System Capital LLC.

The Reporting Person is the manager of United System Capital LLC, has voting control over shares owned by United System Capital LLC, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by United System Capital LLC, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

. Restricted Stock Award, which is forfeitable until vested. Vesting is 100% on December 31, 2023, only if the Reporting Person is still providing services to the Issuer at the time of vesting.

. Restricted Stock Award, which is forfeitable until vested. Vesting is 100% on December 31, 2023, only if the Reporting Person is still providing services to the Issuer at the time of vesting.

The options subject to these grants vested 50% on the date of the grant, 50% on April 3, 2024 so long as the Reporting Person is providing services to the Issuer or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if the Reporting Person is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event the Reporting Person's service as a member of the Issuer's Board of Directors is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest.

The options subject to these grants vested 50% on the date of the grant, 50% on April 3, 2024 so long as the Reporting Person is providing services to the Issuer or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if the Reporting Person is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event the Reporting Person's service as a member of the Issuer's Board of Directors is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest.

The options subject to these grants vested 80% on the date of the grant, 10% on January 1, 2024 and 10% on January 1, 2025 so long as the Report Person is providing services to the Issuer or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if the Reporting Person is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event the Reporting Person's service as a member of the Issuer's Board of Directors is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest..

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Includes 128,769,372 shares held directly by B&B Investment Holding LLC and 51,507,749 held by the Reporting Person's spouse.

The Reporting Person is the manager of B&B Investment Holding LLC, has voting control over shares owned by B&B Investment Holding LLC, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by B&B Investment Holding LLC, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

The Reporting Person is the manager of United System Capital LLC, has voting control over shares owned by United System Capital LLC, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by United System Capital LLC, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Reflects shares held by United System Capital LLC.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

The Reporting Person is the president of SuperGreen Energy Corp, has voting control over shares owned by SuperGreen Energy Corp, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by SuperGreen Energy Corp, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Includes 51,517,749 shares held directly by the Reporting Person, 51,507,749 held by the Reporting Person's spouse and 45,419,533 held by United System Capital LLC.

The Reporting Person is the manager of United System Capital LLC, has voting control over shares owned by United System Capital LLC, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by United System Capital LLC, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Includes 51,517,749 shares held directly by the Reporting Person and 51,507,749 held by the Reporting Person's spouse.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

The Reporting Person is the president of SuperGreen Energy Corp, has voting control over shares owned by SuperGreen Energy Corp, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by SuperGreen Energy Corp, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Includes 4,635,720 shares subject to vesting and 1,287,694 issued upon conversion of Series A Preferred Stock. Vesting is 25% on April 13, 2023, 25% on April 13, 2024, 25% on April 13, 2025 and 25% on April 13, 2026 only if the Reporting Person is still providing services to the Issuer at the time of vesting.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") automatically converted into 53.97561 shares of Issuer's common stock for no additional consideration upon the Issuer's filing a certificate of amendment to the certificate of incorporation authorizing a sufficient number of shares of common stock to permit a full conversion of all issued and outstanding Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

The Reporting Person is the manager of B&B Investment Holding LLC, has voting control over shares owned by B&B Investment Holding LLC, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by B&B Investment Holding LLC, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Restricted Stock Award, which is forfeitable until vested. Vesting is 25% on April 13, 2023, 25% on April 13, 2024, 25% on April 13, 2025 and 25% on April 13, 2026 only if the Reporting Person is still providing services to the Issuer at the time of vesting.