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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026

OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     

Commission File No. 001-36876 

BABCOCK & WILCOX ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-2783641
(State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
1200 East Market Street, Suite 650
 
Akron, Ohio
 44305
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (330) 753-4511
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueBWNew York Stock Exchange
6.50% Senior Notes due 2026BWNBNew York Stock Exchange
7.75% Series A Cumulative Perpetual Preferred StockBW PRANew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐  Accelerated filer ☒
Non-accelerated filer ☐  Smaller reporting company ☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Yes  ☐    No  ☒
The number of shares of the registrant's common stock outstanding at May 6, 2026 was 136,212,501.
1

TABLE OF CONTENTS
 PAGE
Item 4.
Controls and Procedures
2

Definitions

In this Quarterly Report on Form 10-Q, or this "Quarterly Report", unless the context otherwise indicates, "B&W," "we," "us," "our" or the "Company" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiaries. Unless otherwise noted, discussion of our business and results of operations in this Quarterly Report on Form 10-Q refers to our continuing operations.
Abbreviation or acronymTerm
6.50% Senior Notes6.50% Senior Notes due December 31, 2026 issued by Babcock & Wilcox Enterprises, Inc. in 2021
8.125% Senior Notes8.125% Senior Notes due February 28, 2026 issued by Babcock & Wilcox Enterprises, Inc. in 2021, fully redeemed as of December 31, 2025
8.75% Senior Notes8.75% Senior Secured Notes due June 30, 2030 issued by Babcock & Wilcox Enterprises, Inc. in 2025
AgentsCollectively, B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC
2025 Agents
Collectively, B. Riley and Lake Street Capital Markets, LLC
AI
Artificial intelligence
AOCIAccumulated Other Comprehensive Income (loss)
Applied DigitalApplied Digital Corporation
ASCAccounting Standards Codification
ASHAllen-Sherman-Hoff Division
ASUAccounting Standards Update
AxosAxos Bank, an affiliate of Axos Financial, Inc.
Base ElectronBase Electron, Inc.
B&W SolarBabcock & Wilcox Solar Energy, Inc., formerly known as Fosler Construction Company, Inc.
B. RileyB. Riley Financial, Inc. and its affiliates, a related party
BWRSBabcock & Wilcox Renewable Service A/S
CODMChief Operating Decision Maker, who is our chief executive officer
Credit AgreementCredit Agreement between us, with certain of our subsidiaries as guarantors, the lenders party thereto from time to time and Axos Bank, as administrative agent, swingline lender and letter of credit issuer on January 18, 2024 (as amended from time to time)
Credit FacilityRevolving credit facility
CTACurrency translation adjustment
Diamond PowerDiamond Power International, LLC
EBITDAEarnings before interest, taxes, depreciation and amortization
Exchange ActThe Securities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
GAAPGenerally Accepted Accounting Principles in the United States of America
GMABBabcock & Wilcox Vølund AB f/k/a Gӧtaverken Miljӧ AB
IPPIndependent power producer
MTMMark-to-Market
NOLNet operating losses
NYSENew York Stock Exchange
Over timeRefers to fixed long-term pricing in contract term revenue
PBGCPension Benefit Guaranty Corporation
Preferred Stock7.75% Series A Cumulative Perpetual Preferred Stock
Sales AgreementSales agreement with B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC
2025 Sales Agreement
Sales agreement with B. Riley Securities, Inc. and Lake Street Capital Markets, LLC
SECUnited States Securities and Exchange Commission
3

Abbreviation or acronymTerm
Securities ActThe Securities Act of 1933, as amended
Senior Notes Due 2026Collectively, the 8.125% Senior Notes due February 28, 2026 and the 6.50% Senior Notes due December 31, 2026. The 8.125% Senior Notes were fully redeemed as of December 31, 2025
SG&ASelling, general and administrative expenses
SOFRThe Secured Overnight Financing Rate
SPIGSPIG S.p.A

***** Cautionary Statement Concerning Forward-Looking Information *****

This Quarterly Report on Form 10-Q, including Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical or current fact included in this Quarterly Report are forward-looking statements. You should not place undue reliance on these statements. Forward-looking statements may include words such as "expect," "intend," "plan," "likely," "seek," "believe," "project," "forecast," "target," "goal," "potential," "estimate," "may," "might," "will," "would," "should," "could," "can," "have," "due," "anticipate," "assume," "contemplate," "continue" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events.

The forward-looking statements included herein are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law. These forward-looking statements are based on management's current expectations and involve a number of risks and uncertainties, including, but not limited to: the potential for future conditions that could raise substantial doubt as to our ability to continue as a going concern, which has occurred in the past; our obligation to refinance or repay our 6.50% Senior Notes due 2026 prior to their maturity; risks associated with contractual pricing in our industry; disputes with customers with long-term contracts; the performance of third parties' and subcontractors' on whom we rely; disruptions at our or third-party manufacturing facilities; our ability to execute our growth strategy; our evaluation of strategic alternatives; our ability to deliver our backlog on time or at all; professional liability, product liability, warranty or other claims; inadequate insurance coverage; our ability to compete successfully against current and future competitors; our development of new products; cyclical and economic impacts on demand for our products; compliance with government regulations; legislative and regulatory developments impacting our business; supply chain issues; the financial and other covenants in our debt agreements; our ability to maintain adequate bonding and letter of credit capacity; impairment to our goodwill or other indefinite-lived intangible assets; our exposure to credit risk; disruptions in, or failures of, our information technology systems, including those related to cybersecurity; failure to comply with data and privacy laws, regulations and standards, or if we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems or defend against cybersecurity attacks, we may be subject to government or private actions due to breaches; failure to protect our intellectual property rights, or inability to obtain or renew licenses to use intellectual property of third parties; uncertainty over tariffs and their impacts; sanctions and export controls; international political, economic and other uncertainties; fluctuations in the value of foreign currencies could harm our profitability; volatility of the market price and trading volume of our common stock; dilution of our common shareholders' ownership or voting power; the significant influence of B. Riley over us; anti-takeover provisions in our corporate documents; changes in tax rates or tax law; our ability to use NOL and certain tax credits; failure to maintain effective internal control over financial reporting; new accounting pronouncements or changes in existing accounting standards and practices; our ability to attract and maintain key personnel; our relationship with labor unions; pension and medical expenses associated with our retirement benefit; natural disasters or other events beyond our control; and the risks and uncertainties described under the heading "Risk Factors" in Part I, Item 1A of our Annual Report and Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.

These forward-looking statements are made based upon detailed assumptions and reflect management's current expectations and beliefs. While we believe that these assumptions underlying the forward-looking statements are reasonable, forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements.

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The forward-looking statements included herein are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

PART I
ITEM 1. Condensed Consolidated Financial Statements
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BABCOCK & WILCOX ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
(in thousands, except per share amounts)20262025
Revenues$214,414 $148,598 
Costs and expenses:  
Cost of operations170,957 120,831 
Selling, general and administrative expenses44,379 28,304 
Research and development costs
803 348 
Impairment of long-lived assets— 950 
(Gain) loss on asset disposals, net
(69)8 
Total costs and expenses216,070 150,441 
Operating loss
(1,656)(1,843)
Other (expense) income:
  
Interest expense(4,448)(11,042)
Interest income640 240 
Loss on debt extinguishment
(28)— 
Benefit plans, net429 (779)
Foreign exchange(101)(402)
Change in fair value of customer warrants(70,242)— 
Other (expense) income, net
(62)116 
Total other expense
(73,812)(11,867)
Loss from continuing operations before income tax expense
(75,468)(13,710)
Income tax expense
4,154 1,922 
Loss from continuing operations
(79,622)(15,632)
Income (loss) from discontinued operations, net of tax
2,677 (6,375)
Net loss attributable to stockholders
(76,945)(22,007)
Less: Dividend on Series A Preferred Stock3,715 3,715 
Net loss attributable to stockholders of common stock
$(80,660)$(25,722)
Basic and diluted loss per share:
Continuing operations$(0.62)$(0.19)
Discontinued operations0.02 (0.07)
Basic and diluted loss per share
$(0.60)$(0.26)
Shares used in the computation of loss per share:
Basic and diluted133,754 97,930 

See accompanying notes to the Condensed Consolidated Financial Statements.
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BABCOCK & WILCOX ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
Three Months Ended March 31,
(in thousands)20262025
Net loss attributable to stockholders
$(76,945)$(22,007)
Other comprehensive (loss) income:
  
Currency translation adjustments(916)403 
Pension and postretirement adjustments, net of tax— 124 
Other comprehensive (loss) income
(916)527 
Total comprehensive loss
(77,861)(21,480)
Comprehensive income attributable to non-controlling interest
— (4)
Comprehensive loss attributable to stockholders
$(77,861)$(21,484)
See accompanying notes to the Condensed Consolidated Financial Statements.
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BABCOCK & WILCOX ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except per share amounts)March 31, 2026December 31, 2025
Cash and cash equivalents$106,545 $89,456 
Current restricted cash54,217 84,991 
Accounts receivable – trade, net of allowance for credit losses of $2.7 million and $2.1 million as of March 31, 2026 and December 31, 2025, respectively
126,357 118,383 
Contracts in progress90,854 72,808 
Inventories, net60,735 60,880 
Customer contract asset current10,537 8,268 
Other current assets42,027 35,890 
Total current assets491,272 470,676 
Net property, plant and equipment and finance leases70,839 65,533 
Goodwill52,693 53,097 
Intangible assets, net14,339 15,267 
Right-of-use assets16,595 17,651 
Long-term restricted cash34,071 26,913 
Deferred tax assets931 945 
Customer contract asset noncurrent60,936 — 
Other assets16,169 12,856 
Total assets$757,845 $662,938 
 
Accounts payable$108,753 $69,192 
Accrued employee benefits10,624 4,575 
Advance billings on contracts106,466 111,987 
Accrued warranty expense3,488 3,584 
Financing lease liabilities1,987 1,894 
Operating lease liabilities3,613 3,819 
Customer warrants142,779 8,268 
Other accrued liabilities46,998 32,129 
Current senior notes69,101 83,873 
Current borrowings710 67,373 
Total current liabilities494,519 386,694 
Borrowings, net of current portion56,826 18,865 
Senior Notes due 2030149,269 150,970 
Pension and other postretirement benefit liabilities168,861 176,191 
Finance lease liabilities, net of current portion26,317 26,742 
Operating lease liabilities, net of current portion14,156 15,125 
Deferred tax liability10,579 10,666 
Other noncurrent liabilities9,413 9,226 
Total liabilities929,940 794,479 
  
Stockholders' deficit:  
Preferred Stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,669 at March 31, 2026 and December 31, 2025
77 77 
Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 135,747 and 130,447 at March 31, 2026 and December 31, 2025, respectively
5,682 5,569 
Capital in excess of par value1,738,493 1,691,412 
Treasury stock at cost, 3,204 and 2,690 shares at March 31, 2026 and December 31, 2025, respectively
(122,058)(115,886)
Accumulated deficit(1,777,395)(1,696,735)
Accumulated other comprehensive loss(16,894)(15,978)
Total stockholders' deficit(172,095)(131,541)
Total liabilities and stockholders' deficit$757,845 $662,938 
See accompanying notes to the Condensed Consolidated Financial Statements.




























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BABCOCK & WILCOX ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)

Common StockPreferred StockCapital In
Excess of
Par Value		Treasury StockAccumulated DeficitAccumulated
Other
Comprehensive
Loss		Total
Stockholders'
 Deficit
(in thousands)SharesPar
 Value		SharesPar Value
Balance at December 31, 2025
130,447 $5,569 7,669 $77 $1,691,412 $(115,886)$(1,696,735)$(15,978)$(131,541)
Net loss— — — — — — (76,945)— (76,945)
Currency translation adjustments— — — — — — — (916)(916)
Equity pension contribution740 63 — — 6,244 — — — 6,307 
Stock-based compensation and employee tax withholdings611 11 — — 6,799 (6,172)— — 638 
Dividends to preferred stockholders— — — — — — (3,715)— (3,715)
Common stock offering, net3,949 39 — — 34,038 — — — 34,077 
Balance at March 31, 2026
135,747 $5,682 7,669 $77 $1,738,493 $(122,058)$(1,777,395)$(16,894)$(172,095)

Common StockPreferred StockCapital In
Excess of
Par Value		Treasury StockAccumulated DeficitAccumulated
Other
Comprehensive
Loss		Non-controlling
Interest		Total
Stockholders'
Deficit
(in thousands)SharesPar 
Value		SharesPar 
Value
Balance at December 31, 2024
95,138 $5,208 7,669 $77 $1,558,828 $(115,500)$(1,645,716)$(86,660)$591 $(283,172)
Net loss— — — — — (22,007)— 18 (21,989)
Currency translation adjustments— — — — — — — 403 4 407 
Pension and postretirement adjustments, net of tax— — — — — — — 124 — 124 
Stock-based compensation and employee tax withholdings— — — — 760 — — — — 760 
Dividends to preferred stockholders— — — — — — (3,715)— — (3,715)
Common stock offering, net3,266 32 — — 5,155 — — — — 5,187 
Dividends to non-controlling interest— — — — — — — — (118)(118)
Balance at March 31, 2025
98,404 $5,240 7,669 $77 $1,564,743 $(115,500)$(1,671,438)$(86,133)$495 $(302,516)

See accompanying notes to the Condensed Consolidated Financial Statements.
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BABCOCK & WILCOX ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three Months Ended March 31,
(in thousands)20262025
Operating Activities:  
Net loss from continuing operations
$(79,622)$(15,632)
Net income (loss) from discontinued operations
2,677 (6,375)
Net loss
(76,945)(22,007)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
  
Depreciation and amortization of long-lived assets2,501 2,476 
Impairment of long-lived assets— 8,783 
Amortization of deferred financing costs and debt premium(1,237)1,515 
Amortization of customer warrants1,064 — 
Change in fair value of customer warrants70,242 — 
Non-cash operating lease expense929 1,710 
Gain on sale of business(2,677)— 
Loss on debt extinguishment
28 — 
(Gain) loss on asset disposals, net
(69)8 
Benefit from deferred income taxes, including valuation allowances
(74)(531)
Prior service cost amortization for pension and postretirement plans(429)124 
Stock-based compensation13,232 760 
Foreign exchange 101 (1,781)
Unrealized loss (gain) on securities
12 (544)
Bad debt expense31 632 
Changes in operating assets and liabilities:  
Accounts receivable – trade, net(8,014)(14,306)
Contracts in progress (18,046)10,997 
Other current and noncurrent assets(4,338)(5,658)
Advance billings on contracts(5,521)(7,526)
Inventories, net145 (2,957)
Income taxes2,779 253 
Accounts payable39,561 19,577 
Accrued and other current liabilities5,567 8,884 
Accrued contract loss(146)(3,472)
Pension liabilities, accrued postretirement benefits and employee benefits(451)(3,571)
Other, net(456)(1,843)
Net cash provided by (used in) operating activities
17,789 (8,477)
Investing Activities:  
Purchase of property, plant and equipment(7,127)(4,328)
Proceeds from sale of business and assets3,550 — 
Purchases of securities(602)(3,994)
Sales and maturities of securities642 4,416 
Net cash used in investing activities
(3,537)(3,906)


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Three Months Ended March 31,
(in thousands)20262025
Financing Activities:  
Borrowings on loan payable427 18,992 
Repayments on loan payable(29,136)(20,371)
Buyback of Senior Notes due 2026(15,027)— 
Finance lease payments(466)(401)
Payment of Preferred Stock dividends(3,715)(3,715)
Employee tax withholding on stock-based compensation(6,172)— 
Issuance of common stock, net34,077 5,187 
Payment of non-controlling interest dividends— (118)
Debt issuance costs(300)— 
Other, net— 12 
Net cash used in financing activities
(20,312)(414)
Effects of exchange rate changes on cash(467)352 
Net decrease in cash, cash equivalents and restricted cash
(6,527)(12,445)
Cash, cash equivalents and restricted cash at beginning of period201,360 131,064 
Cash, cash equivalents and restricted cash at end of period$194,833 $118,619 
Schedule of cash, cash equivalents and restricted cash:
Cash and cash equivalents (1)
$106,545 $23,491 
Current restricted cash54,217 84,990 
Long-term restricted cash34,071 10,138 
Total cash, cash equivalents and restricted cash at end of period$194,833 $118,619 
Supplemental cash flow information:
Income taxes paid, net$1,473 $2,533 
Interest paid1,194 9,284 
(1) Includes cash held at discontinued operations of $1.9 million at March 31, 2025.

See accompanying notes to the Condensed Consolidated Financial Statements.
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BABCOCK & WILCOX ENTERPRISES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2026

NOTE 1 – BASIS OF PRESENTATION

These interim Condensed Consolidated Financial Statements of Babcock & Wilcox Enterprises, Inc. ("B&W," "management," "we," "us," "our" or the "Company") have been prepared in accordance with GAAP and SEC instructions for interim financial information and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The Notes to the Condensed Consolidated Financial Statements are presented on the basis of continuing operations, unless otherwise stated.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. In the opinion of management, these Condensed Consolidated Financial Statements contain all estimates and adjustments, consisting of normal recurring adjustments, required to fairly present the financial position, results of operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full-year ending December 31, 2026. Certain prior period amounts were reclassified to conform to the presentation in the current period.

There have been no material changes to our significant accounting policies included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Liquidity

As disclosed in the Company's 2025 Annual Report on Form 10-K, management concluded that actions completed during 2025 alleviated the substantial doubt about the Company's ability to continue as a going concern that existed as of March 31, 2025. Management has evaluated conditions and events through the date of this filing and has concluded that substantial doubt does not exist as of March 31, 2026.
Operations

Our operations are assessed based on one reportable segment as described in Note 5. For financial information about our segment see Note 5 to the Condensed Consolidated Financial Statements.

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NOTE 2 – LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share of our common stock, net of non-controlling interest and dividends on Preferred Stock:

Three Months Ended March 31,
(in thousands, except per share amounts)20262025
Loss from continuing operations
$(79,622)$(15,632)
Less: Dividend on Series A Preferred Stock3,715 3,715 
Loss from continuing operations attributable to stockholders of common stock
(83,337)(19,347)
Income (loss) from discontinued operations, net of tax
2,677 (6,375)
Net loss attributable to stockholders of common stock
$(80,660)$(25,722)
Weighted average shares used to calculate basic and diluted loss per share
133,754 97,930 
Basic and diluted loss per share:
Continuing operations$(0.62)$(0.19)
Discontinued operations0.02 (0.07)
Basic and diluted loss per share
$(0.60)$(0.26)
In accordance with GAAP, dilution is assessed on the basis of continuing operations. We incurred a net loss from continuing operations in the three months ended March 31, 2026 and 2025, therefore basic and diluted shares are the same for those periods.

We excluded 10.5 million and 1.1 million shares related to stock options and warrants from the diluted share calculation for the three months ended March 31, 2026 and 2025, respectively, because their effect would have been anti-dilutive.

NOTE 3 – DIVESTITURES

Vølund

In April 2025, Babcock & Wilcox A/S ("BWAS"), a subsidiary of the Company, sold substantially all of its assets, including intellectual property, specific project contracts as well as related agreements with suppliers and certain tangible assets, to Kanadevia Inova Denmark A/S (the "Buyer"). The sale was comprised of a simultaneous transfer of assets from BWAS to a newly incorporated BWAS subsidiary (the "NewCo") pursuant to a business transfer agreement ("BTA"), and sale of NewCo by BWAS to the Buyer pursuant to a share purchase agreement (together with the BTA, the "Purchase Agreements").

The Purchase Agreements provided for a base purchase price equal to $15.0 million plus $0.1 million (400,000 Danish krone), subject to certain offsets and adjustments, including additional payments to BWAS if the Buyer enters into a certain prospective project agreement within five years. In addition, BWAS and the Buyer entered into an agreement under which the Buyer loaned BWAS $5.0 million which will be considered repaid when BWAS transfers to NewCo certain retained intellectual property usage rights. The Purchase Agreements also included representations and warranties regarding BWAS and the transferred business and assets, as well as certain indemnities with respect thereto. The proceeds were used to reduce outstanding debt and support working capital needs. We recorded a net loss of $36.8 million in the second quarter of 2025, which included a write off of CTA of $52.6 million.

Diamond Power

In June 2025, we through our wholly owned subsidiaries, The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation and Babcock & Wilcox Canada Corp. (collectively, the "Sellers") entered into an agreement (the "Purchase Agreement") to sell to certain legal entities affiliated with Andritz AG the equity interests of Diamond Power and related legal entities together with assets related to the Diamond Power business. We closed the sale in July 2025.

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The Purchase Agreement provided for a base purchase price equal to $177 million, subject to certain offsets and adjustments. The Purchase Agreement also included representations and warranties regarding the sale, as well as certain indemnities with respect thereto. The Purchase Agreement also included an undertaking for the Sellers and their affiliates not to compete with the Diamond Power business or to solicit customers or employees with respect to the Diamond Power business for a period of four years. Additionally, we entered into an agreement to provide transition services to the Diamond Power business for a period of 12 months, or until earlier agreed upon with respect to certain services. The proceeds are being used to support working capital needs and reduce outstanding debt. We recorded a gain of $53.2 million on the sale for the year ended December 31, 2025. During the three months ended March 31, 2026, we recorded an additional gain of $3.5 million as part of the settlement of certain outstanding items in accordance with the agreement, which is reported in Income (loss) from discontinued operations, net of tax in the Condensed Consolidated Statements of Operations.

ASH

In October 2025, we completed a sale of the net assets comprising our ASH business to Andritz AG for $29.0 million, subject to customary fees and adjustments. In conjunction with the transaction, we and Andritz AG, through certain wholly-owned subsidiaries, have signed sales representative agreements under which we will continue to market ASH and Diamond Power products and services to customers in the utility power sectors. We recorded a gain of $21.5 million on the sale in the fourth quarter of 2025.

Solar

In December 2025, the B&W Solar business was disposed of through abandonment, as we ceased all business operations and either transferred or wrote off its remaining assets. No impairment charges were recognized as part of the abandonment.

BWRS

In June 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary, sold all issued and outstanding share capital of our Denmark-based renewable parts and services subsidiary, BWRS, to Hitachi Zosen Inova AG. We received net cash proceeds of $83.5 million and recorded a gain on the sale of the business of $44.9 million during the year ended December 31, 2024. During the three months ended March 31, 2025, we recorded a gain of $1.0 million and during the three months ended March 31, 2026, we incurred a loss of $0.9 million as part of settlement negotiations with the buyer, each of which are reported in Income (loss) from discontinued operations, net of tax in the Condensed Consolidated Statements of Operations.

NOTE 4 – DISCONTINUED OPERATIONS

During 2024 and 2025, we engaged in a strategy and developed a formalized plan to divest certain non-core businesses to reduce our debt, improve our balance sheet and increase liquidity. As of December 31, 2025, we have divested our BWRS, SPIG, GMAB, Vølund, Diamond Power, ASH and Solar businesses as part of this plan. The Company has completed this strategic initiative and no additional divestitures are planned at this time.

Results of operations of the divested subsidiaries are reported as discontinued operations for all periods presented and the notes to the financial statement have been adjusted on a retrospective basis. Our divestitures are described further in Note 3 to the Condensed Consolidated Financial Statements.

The following table summarizes the operating results of the disposal groups included in discontinued operations in the Condensed Consolidated Statements of Operations:

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Three Months Ended March 31, 2025
(in thousands)SolarBWRSVølundDiamond PowerASHTotal
Revenues$10,042 $— $1,171 $25,389 $7,208 $43,810 
Cost of operations11,850 — 3,813 15,891 4,410 35,964 
Selling, general and administrative expenses1,487 — 1,800 3,710 714 7,711 
Research and development costs— — 331 168 9 508 
Impairment of long-lived assets7,833 — — — — 7,833 
Total costs and expenses21,170 — 5,944 19,769 5,133 52,016 
Operating (loss) income(11,128)— (4,773)5,620 2,075 (8,206)
Other (expense) income(227)— 975 550 24 1,322 
(Loss) income from discontinued operations, before tax(11,355)— (3,798)6,170 2,099 (6,884)
Expense from income taxes— — 87 371 29 487 
Gain on divestiture— 1,014 — — — 1,014 
(Loss) income from discontinued operations, net of tax(11,355)1,014 (3,885)5,799 2,070 (6,357)
Less: Net income attributable to non-controlling interest from discontinued operations— — — (18)— (18)
(Loss) income attributable to stockholders from discontinued operations$(11,355)$1,014 $(3,885)$5,781 $2,070 $(6,375)

The depreciation, amortization, capital expenditures and significant operating and investing noncash items of the discontinued operations are as follows:

Three Months Ended March 31, 2025
(in thousands)SolarBWRSVølundDiamond PowerASHTotal
Depreciation and amortization of long-lived assets$— $— $— $152 $8 $160 
Changes in operating assets and liabilities:
Accounts receivable – trade, net1,541 — 880 (3,076)915 260 
Contracts in progress(7,492)— 1,730 1,330 235 (4,197)
Accounts payable(1,878)— 3,383 898 (187)2,216 
Advance billings on contracts(568)— (2,116)(367)1,232 (1,819)
Purchase of property, plant and equipment(95)— (20)(94)— (209)

NOTE 5 – SEGMENT REPORTING

Our operations are assessed as one reportable segment, B&W, as revised in the fourth quarter of 2025 due to a strategic shift in our business, including the divestiture of certain non-core assets as described in Note 3. This segment presentation has been applied retrospectively to all periods presented.

The Company's CODM is the chief executive officer and chairman of the Board of Directors. The CODM assesses performance on a consolidated basis, using the segment's Loss from continuing operations as its profitability metric. The CODM considers budget-to-actual and forecast-to-actual variances on a quarterly basis when making decisions about our operating and capital resources. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as Total assets.
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An analysis of our operations by revenue type is as follows:
Three Months Ended March 31,
(in thousands)20262025
B&W  
Parts$66,198 $61,230 
Projects83,415 44,276 
Construction64,801 43,092 
Total Revenue$214,414 $148,598 

The following table presents Revenues, significant expenses and Loss from continuing operations for our consolidated segment:
Three Months Ended March 31,
(in thousands)20262025
Revenues$214,414 $148,598 
Less:  
Cost of operations (1)
169,724 119,576 
Selling, general and administrative expenses (1)
43,111 27,244 
Depreciation and amortization (2)
2,501 2,315 
Interest expense, net3,808 10,802 
Benefit plans, net(429)779 
Change in fair value of customer warrants70,242 — 
Other expense, net (3)
925 1,592 
Income tax expense
4,154 1,922 
Loss from continuing operations
$(79,622)$(15,632)
(1) Excludes depreciation and amortization.
(2) Depreciation and amortization is included in Cost of operations and Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
(3) Other expense, net includes Research and development costs, Impairment of long-lived assets, (Gain) loss on asset disposals, net, Loss on debt extinguishment and Foreign exchange as presented in the Condensed Consolidated Statements of Operations.

NOTE 6 – REVENUE RECOGNITION AND CONTRACTS

Revenue Recognition

We generate the vast majority of our revenues from the supply of, and aftermarket services for, steam-generating, environmental and auxiliary equipment.

A performance obligation is a contractual promise to transfer a distinct product or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.

Revenue from products and services transferred to customers over time, which primarily relates to customized, engineered solutions and construction services, accounted for more than 90% of revenue for the three months ended March 31, 2026 and 2025. Revenue from products and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for less than 10% of revenue for the three months ended March 31, 2026 and 2025.

Refer to Note 5 to the Condensed Consolidated Financial Statements for further disaggregation of revenue.

Base Electron Agreement

Effective February 26, 2026, we entered into a written definitive agreement with Base Electron, an IPP backed by Applied Digital, to complete the design and installation of four 300-megawatt natural gas-fired power plants. The total consideration
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in exchange for completion of this project is $2.4 billion, of which $2.0 billion is for variable charges and the remaining is a fixed fee. The variable charges are based on reimbursable costs incurred plus mark-up. The plant is targeted to begin commercial operation in 2029.

Revenue for this project is recognized over time as we satisfy our performance obligation. For the three months ended March 31, 2026, we have recognized $31.0 million of revenue related to this contract.

Contract Balances

The following represents the components of Accounts receivable – trade, net, Contracts in progress and Advance billings on contracts included in the Condensed Consolidated Balance Sheets. Also included are accrued contract losses, which are presented in Other accrued liabilities in the Condensed Consolidated Balance Sheets:
(in thousands)March 31, 2026December 31, 2025$ Change% Change
Accounts receivable – trade, net$126,357 $118,383 $7,974 7 %
Contracts in progress90,854 72,808 18,046 25 %
Advance billings on contracts106,466 111,987 (5,521)(5)%
Accrued contract losses323 469 (146)(31)%

(in thousands)March 31, 2025December 31, 2024$ Change% Change
Accounts receivable – trade, net$105,184 $91,767 $13,417 15 %
Contracts in progress63,957 79,149 (15,192)(19)%
Advance billings on contracts50,674 56,381 (5,707)(10)%
Accrued contract losses(17)217 (234)(108)%

For the three months ended March 31, 2026 and 2025, we recognized 75% and 88% of the revenue related to amounts that were included in Advance billings on contracts as of December 31, 2025 and 2024, respectively.

Backlog

At March 31, 2026 we had $2.7 billion of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 21%, 22% and 57% of the remaining performance obligations as revenue in 2026, 2027 and thereafter, respectively.

NOTE 7 – INVENTORIES, NET

Inventories are stated at the lower of cost or net realizable value. Certain raw material inventory is sold to our customers directly and without further processing. The components of Inventories, net included in the Condensed Consolidated Balance Sheets are as follows:
(in thousands)March 31, 2026December 31, 2025
Raw materials and supplies$57,788 $58,337 
Work in progress2,779 2,361 
Finished goods168 182 
Total inventories, net$60,735 $60,880 

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NOTE 8 – PROPERTY, PLANT AND EQUIPMENT AND FINANCE LEASES

The following table indicates the carrying value of land and each of the major classes of depreciable assets in the Condensed Consolidated Balance Sheets:
(in thousands)March 31, 2026December 31, 2025
Land$1,493 $1,493 
Buildings16,557 16,557 
Machinery and equipment101,680 100,937 
Property under construction25,513 19,520 
145,243 138,507 
Less accumulated depreciation95,640 94,612 
Net property, plant and equipment49,603 43,895 
Finance leases34,090 33,960 
Less finance lease accumulated amortization12,854 12,322 
Net property, plant and equipment, and finance leases$70,839 $65,533 

NOTE 9 – GOODWILL

Goodwill represents the excess of the consideration transferred over the fair value of net assets, including identifiable intangible assets, at the acquisition date. Goodwill is assessed for impairment annually on October 1 or more frequently if events or changes in circumstances indicate a potential impairment exists.

There were no indicators of goodwill impairment identified for the quarter ended March 31, 2026.

The following summarizes the changes in the net carrying amount of Goodwill in the Condensed Consolidated Balance Sheets:
(in thousands)
Balance at December 31, 2025
$53,097 
Currency translation adjustments(404)
Balance at March 31, 2026$52,693 



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NOTE 10 – INTANGIBLE ASSETS, NET

Intangible assets are as follows:
(in thousands)March 31, 2026December 31, 2025
Definite-lived intangible assets  
Customer relationships$26,074 $26,406 
Unpatented technology3,347 3,701 
Patented technology1,413 1,912 
Tradename1,818 1,828 
All other275 275 
Gross value of definite-lived intangible assets32,927 34,122 
Customer relationships amortization(14,764)(14,367)
Unpatented technology amortization(1,225)(1,470)
Patented technology amortization(1,012)(1,441)
Tradename amortization(1,312)(1,302)
All other amortization(275)(275)
Accumulated amortization(18,588)(18,855)
Total intangible assets, net$14,339 $15,267 

The following summarizes the changes in the carrying amount of intangible assets, net:
(in thousands)March 31, 2026December 31, 2025
Balance at beginning of period $15,267 $17,640 
Amortization expense(737)(2,947)
Currency translation adjustments(191)574 
Balance at end of the period$14,339 $15,267 

Amortization of intangible assets is included in Cost of operations and SG&A in the Condensed Consolidated Statements of Operations.

Estimated future intangible asset amortization expense as of March 31, 2026 is as follows:
(in thousands)Amortization Expense
Year ending December 31, 2026
$2,126 
Year ending December 31, 2027
2,835 
Year ending December 31, 2028
2,580 
Year ending December 31, 2029
2,580 
Year ending December 31, 2030
2,580 
Thereafter1,638 

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NOTE 11 – ACCRUED WARRANTY EXPENSE

We may offer assurance-type warranties on products and services sold to customers. Changes in the carrying amount of accrued warranty expense are as follows:
(in thousands)March 31, 2026December 31, 2025
Balance at beginning of period$3,584 $2,654 
Additions1,082 1,221 
Expirations and other changes(943)(1,498)
Payments(6)(98)
Translation and other (1)
(229)1,305 
Balance at end of period$3,488 $3,584 
(1) 2025 balance includes $1.3 million of liabilities transferred out of held for sale as of December 31, 2025.

We record estimated expense included in Cost of operations in the Condensed Consolidated Statements of Operations to satisfy contractual warranty requirements when we recognize the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is recognized when the contract becomes a loss contract. In addition, we record specific adjustments when we expect the actual warranty costs to significantly differ from the initial estimates. Factors that impact our estimate of warranty costs include prior history of warranty claims and our estimate of future costs of materials and labor. Such changes could have a material effect on our consolidated financial position, results of operations and cash flows.
NOTE 12 – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Components of net periodic benefit (credit) cost included in net loss are as follows:
Pension BenefitsOther Benefits
Three Months Ended March 31,Three Months Ended March 31,
(in thousands)2026202520262025
Interest cost$8,863 $10,012 $52 $63 
Expected return on plan assets(9,344)(9,442)— — 
Amortization of prior service cost— 75 — 71 
Benefit plans, net(481)645 52 134 
Service cost (1)
— 100 5 5 
Net periodic benefit (credit) cost$(481)$745 $57 $139 
(1) Service cost related to a small group of active participants is presented within Cost of operations in the Condensed Consolidated Statements of Operations.

There were no MTM adjustments for the pension and other postretirement benefit plans during the three months ended March 31, 2026 and 2025.

We made contributions to the pension and other postretirement benefit plans totaling $6.5 million and $3.7 million during the three months ended March 31, 2026 and 2025, respectively.

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NOTE 13 – DEBT AND CREDIT FACILITIES

Senior Notes Due 2026

The components of our Senior Notes due 2026 are as follows:
6.50% (1)
(in thousands)March 31, 2026December 31, 2025
Senior Notes due 2026
$69,793 $84,792 
Unamortized deferred financing costs(692)(919)
Net debt balance$69,101 $83,873 
(1) The 6.50% Senior Notes mature in December 2026 and is included in Current senior notes in the Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025. As of March 31, 2026 the 6.50% Senior Notes bear an effective interest rate of 7.9%.

During the three months ended March 31, 2026, we repurchased $15.0 million of our 6.50% Senior Notes.

Senior Notes Due 2030

The components of our Senior Notes due 2030 are as follows:

8.75% (1)
(in thousands)March 31, 2026December 31, 2025
Senior Notes due 2030
$129,473 $129,473 
Unamortized deferred financing costs(5,560)(5,867)
Unamortized premium
25,356 27,364 
Net debt balance$149,269 $150,970 
(1) The 8.75% Senior Notes mature in June 2030 and is included in Senior Notes due 2030 in the Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025. As of March 31, 2026 the 8.75% Senior Notes bear an effective interest rate of 5.3%.

In May 2025, we completed privately negotiated exchange transactions (the "Exchanges") in which we issued $100.7 million aggregate principal amount of newly-issued 8.75% Senior Secured Second Lien Notes due 2030 as consideration for $84.0 million aggregate principal amount of our 8.125% Senior Notes and $47.8 million aggregate principal amount of our 6.50% Senior Notes. As a result of the Company's financial situation as a going concern entity at the time of refinancing, and the fact the creditors had granted concessions, the Exchanges were accounted for as a troubled debt restructuring. Therefore, the Company recognized the difference between the face value of the original Senior Notes due 2026 and the face value of the 8.75% Senior Notes as debt premium, which is amortized using the effective interest method over the 5-year term through May 2030.

Credit Agreement with Axos

We entered into the Credit Agreement in January 2024, with certain of our subsidiaries as guarantors, the lenders party thereto from time to time and Axos, as administrative agent, swingline lender and letter of credit issuer.

The Credit Agreement provides for an up to $150.0 million asset-based Credit Facility, including a $100.0 million letter of credit sublimit. Our obligations under the Credit Agreement are guaranteed by certain of our domestic and foreign subsidiaries. B. Riley originally provided a guaranty of payment with regard to our obligations under the Credit Agreement; however, this guaranty is no longer in place due to the Tenth Amendment as further described below. We used and expect to use the proceeds and letter of credit availability under the Credit Agreement to (i) provide for working capital needs, (ii) provide cash collateral to secure letters of credit to be issued under the Credit Agreement and (iii) provide for general corporate purposes.

The Credit Agreement has a maturity date of January 18, 2028 as amended by the Tenth Amendment. The interest rates applicable under the Credit Agreement are: (i) with respect to SOFR Loans, (a) SOFR plus 5.25% if the outstanding principal amount of loans is equal to or less than $100.0 million or (b) SOFR plus 4.00% if the outstanding principal amount of loans is
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greater than $100.0 million; (ii) with respect to Base Rate Loans, the greater of (a) the Federal Funds Rate plus 2.00% plus the Applicable Margin, (b) the prime rate as designated by Axos plus the Applicable Margin and (c) Daily Simple SOFR plus 1.00% plus the Applicable Margin; and (iii) with respect to the default rate under the Credit Agreement, the then-existing interest rate plus 2.00%.

In connection with the Credit Agreement, we are required to pay (i) a commitment fee equal to 0.50% per annum multiplied by the positive difference by which the Aggregate Revolving Commitments exceed the Total Revolvings Outstanding (as defined in the Credit Agreement), subject to adjustment, (ii) a facility fee equal to the Applicable Margin for SOFR Loans multiplied by the positive difference by which the actual daily amount of L/C Obligations the Administrative Agent is then holding Specified Cash Collateral exceeds the actual daily Outstanding Amount of Revolving Loans, and (iii) a collateral monitoring fee of $1,000 per month. We are permitted to prepay all or any portion of the loans under the Credit Agreement prior to maturity, subject to the payment of an early termination fee. The Credit Agreement requires mandatory prepayments under certain circumstances, including in the event of an overadvance.

The obligations under the Credit Agreement are secured by substantially all assets of B&W and each of the guarantors, in each case subject to intercreditor arrangements. The Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The Credit Agreement requires us to comply with certain financial maintenance covenants, including a quarterly fixed charge coverage test, a quarterly total net leverage ratio test, a cash repatriation covenant, a minimum liquidity covenant, an annual cap on maintenance capital expenditures and a limit on unrestricted cash.

The Credit Agreement also contains customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the Credit Agreement, the failure to comply with certain covenants and agreements specified in the Credit Agreement, defaults in respect of certain other indebtedness, and certain events of insolvency. If any event of default occurs, Axos may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Credit Agreement may become due and payable immediately. At March 31, 2026, after giving consideration to the Amendments to the Credit Agreement, we are in compliance with all financial and other covenants contained in the Credit Agreement.

The key terms of the Credit Agreement described above reflect the various amendments completed since the original Credit Agreement was entered into and reflect changes in the Company's capital structure, borrowing base, collateral requirements and financial covenant levels. These amendments addressed, among other items, (i) authorization of specified asset dispositions, (ii) adjustments to borrowing base components, including increases in inventory valuation percentages and changes to PBGC reserve requirements, (iii) temporary and permanent modifications to minimum liquidity thresholds, (iv) deferral or modification of certain covenant ratios, (v) add‑backs related to discontinued operations and capital expenditures for covenant calculations and (vi) updates to maturity provisions tied to the refinancing or repayment of other outstanding debt instruments.

On February 25, 2026, the Company with certain subsidiaries of the Company as guarantors, B. Riley, and the lenders party to the Credit Agreement with Axos, as administrative agent, entered into the Tenth Amendment to the Credit Agreement. Pursuant to the Tenth Amendment, Axos and the Lenders party to the Credit Agreement consented to amend certain provisions of the Credit Agreement to, among other things, (i) increase the amounts available to be borrowed based on inventory and receivables in the borrowing base under the Credit Agreement; (ii) extend the maturity date of the Credit Agreement to January 18, 2028; (iii) suspend the PBGC Reserve (provided that the PBGC Reserve shall be re-imposed in the amount of $3.0 million on January 1, 2027 unless the Company has provided evidence to Axos that the $3.0 million installment due to the PBGC on or prior to September 15, 2026 has been paid); (iv) modify the covenants relating to deposit account control agreements and institutions to allow for certain holdings in foreign currencies; and (v) release B. Riley as a specified guarantor thereunder.

At March 31, 2026, we had a total of $37.9 million outstanding on the Credit Agreement, all of which is drawn on the letter of credit portion of the agreement. At March 31, 2026, cash collateralizing the letters of credit totaling $37.9 million is classified as Current and Long-term restricted cash included in the Condensed Consolidated Balance Sheets.

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A summary of usage of letters of credit under domestic facilities is as follows:

(in thousands)March 31, 2026December 31, 2025
Letters of credit under domestic facilities:
Performance letters of credit$27,890 $45,236 
Financial letters of credit13,341 14,365 
Total outstanding$41,231 $59,601 
Backstopped letters of credit$5,096 $7,194 
Surety backstopped letters of credit2,017 16,452 
Letters of credit subject to currency revaluation24,550 27,105 

Other Letters of credit, bank guarantees and surety bonds

Certain of our subsidiaries, that are primarily outside of the United States, have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity.

We have posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should we fail to perform our obligations under our applicable contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds the underwriters issue in support of some of our contracting activity.

The following table provides a summary of outstanding letters of credit issued outside of the domestic facilities and outstanding surety bonds:

(in thousands)March 31, 2026December 31, 2025
Letters of credit under non-domestic facilities$5,204 $6,545 
Surety Bonds 255,689 253,407 
Our ability to obtain and maintain sufficient capacity under our current debt facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished.

Other Loans Payable

As of March 31, 2026 and December 31, 2025, we had loans payable of approximately $8.4 million, net of debt issuance costs of $0.5 million, related to sale-leaseback financing transactions.

As of March 31, 2026 and December 31, 2025, we had loans payable of $5.0 million owed to the State of West Virginia relating to our BrightLoop™ project. The loan will be forgiven in full when certain employment and capital expenditure milestones are met during the course of project.

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Interest expense in the Condensed Consolidated Financial Statements consisted of the following components:

Three Months Ended March 31,
(in thousands)20262025
Components associated with borrowings from:
Senior Notes due 2026$1,172 $6,320 
Senior Notes due 20302,832 — 
Credit Agreement3 1,168 
4,007 7,488 
Components associated with amortization or accretion of:
Credit Agreement230 1,609 
Senior Notes due 2026227 656 
Senior Notes due 2030(1,701)— 
(1,244)2,265 
Components associated with interest from:
Lease liabilities562 591 
Letter of Credit interest1,406 452 
Other interest expense39 246 
Capitalized interest(322)— 
1,685 1,289 
Total interest expense$4,448 $11,042 

NOTE 14 – CAPITAL STOCK

Preferred Stock

During the three months ended March 31, 2026, our Board of Directors approved dividends totaling $3.7 million to holders of the Preferred Stock. There were no cumulative undeclared dividends of the Preferred Stock at March 31, 2026, and all declared dividends have been paid as of March 31, 2026.

Common Stock

In April 2024, we entered into the Sales Agreement with the Agents, in connection with an at-the-market offering. For the three months ended March 31, 2025, 3.3 million shares were sold pursuant to the Sales Agreement, for net proceeds of $5.2 million.

In November 2025, we entered into the 2025 Sales Agreement with the 2025 Agents, in connection with the offer and sale from time to time by us of shares of our common stock, having an aggregate offering price of up to $200.0 million through the 2025 Agents. For the three months ended March 31, 2026, 3.9 million shares have been sold pursuant to the 2025 Sales Agreement for net proceeds of $34.1 million.

Applied Digital/Base Electron Agreements

In November 2025, we entered into a limited notice to proceed ("LNTP") with Applied Digital for a project to design and install four 300-megawatt natural gas-fired power plants consisting of boilers and associated steam turbines to deliver power for an AI factory. Effective February 26, 2026, we entered into a definitive written agreement in relation to the project with Base Electron, an IPP backed by Applied Digital. The total consideration in exchange for completion of this project is $2.4 billion, of which $2.0 billion is for variable charges and the remaining is a fixed fee. The variable charges are based on reimbursable costs incurred plus mark-up. The plant is targeted to begin operation in 2029.

In connection with the entry into the LNTP, we issued to Applied Digital, in a private placement, (i) 0.5 million shares of common stock, par value $0.01 per share for a purchase price of $2.0 million and (ii) a warrant (the "Initial Warrant") exercisable to purchase 2.6 million shares of our common stock at an exercise price of $4.11, subject to registration rights.
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The LNTP also granted to Applied Digital an additional warrant (the "Additional Warrant") to purchase up to 7.86 million shares of our common stock, on the same terms as the Initial Warrant. As a result of the signing of the agreement with Base Electron, the Additional Warrant to purchase up to 7.86 million shares of our common stock is fully vested on the same terms as the Initial Warrant.

Effective March 18, 2026, we entered into a Partial Assignment and Assumption Agreement with Applied Digital and Base Electron under which Applied Digital assigned 5.23 million shares of stock under the Initial Warrant and Additional Warrant (collectively the "Warrants") to Base Electron.

The Warrants are classified as liability-based awards which require calculation of fair value for each reporting period until settled or expired. As of March 31, 2026 and December 31, 2025, we calculated the fair value of the Initial Warrant at $35.5 million and $8.3 million, respectively, and as of March 31, 2026, we calculated the fair value of the Additional Warrant at $107.3 million, each of which are recorded in Customer warrants on the Condensed Consolidated Balance Sheets. The increase in the fair value of the Warrants during the quarter was primarily driven by an increase in the Company’s stock price. As a result, we recorded expense of $70.2 million for the three months ended March 31, 2026 in Change in fair value of customer warrants in the Condensed Consolidated Statements of Operations.

Since the Warrants were issued as part of the Base Electron project, a corresponding asset was calculated as of the grant date of each warrant and is amortized over the life of the agreement with Base Electron. As of March 31, 2026 and December 31, 2025, the asset balances were $71.5 million and $8.3 million, respectively, and recorded in Customer contract asset current and noncurrent in the Condensed Consolidated Balance Sheets. For the three months ended March 31, 2026, amortization expense of $1.1 million was recognized as a reduction to Revenues in the Condensed Consolidated Statements of Operations.

We used the following assumptions to determine the fair value of the Warrants granted as of March 31, 2026 and December 31, 2025:

March 31, 2026December 31, 2025
Risk-free interest rate4.10 %3.84 %
Expected volatility107.5 %105.0 %
Exercise price$4.11 $4.11 
Remaining term of warrant6.6 years7 years

The fair value of the Warrants is categorized within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs, including expected volatility. In making these assumptions, we based risk-free rates on the corresponding U.S. Treasury spot rates for the remaining duration of the grant, which we convert to a continuously compounded rate. We based estimated volatility on the historical returns of our stock price and selected guideline companies over the remaining term of the grant.



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NOTE 15 – SUPPLEMENTAL CASH FLOW INFORMATION

The following table provides a reconciliation of Cash and cash equivalents and Current and Long-term restricted cash reported within the Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows:
(in thousands)March 31, 2026December 31, 2025
Held by foreign entities$12,818 $9,048 
Held by U.S. entities 93,727 80,408 
Cash and cash equivalents106,545 89,456 
  
Reinsurance reserve requirements2,544 2,407 
Project indemnity collateral32,324 32,264 
Letters of credit collateral (1)
37,871 66,801 
Escrow for long-term project15,549 10,432 
Current and Long-term restricted cash and cash equivalents
88,288 111,904 
Total Cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows$194,833 $201,360 
(1) Balance drawn on Axos Credit Agreement to serve as collateral on our letters of credit. This is reflected in Current and Long-term restricted cash in the Condensed Consolidated Balance Sheets.

NOTE 16 – STOCK-BASED COMPENSATION

Stock options

There were no stock options awarded during the three months ended March 31, 2026. As of March 31, 2026, nominal shares were outstanding and exercisable, each with a weighted average exercise price of $41.70 and a weighted average remaining contractual term of 1.7 years. As of December 31, 2025, nominal outstanding and exercisable shares had a weighted average exercise price of $63.57 and $63.55, respectively, and a weighted average remaining contractual term of 1.7 years.

Restricted stock units (RSUs)

Non-vested restricted stock units activity for the year ended March 31, 2026 is as follows:

(in thousands, except per share amounts)Number of sharesWeighted-average grant date fair value
Non-vested at beginning of period2,001 $1.31 
Granted688 11.01 
Vested(585)11.95 
Non-vested at end of period2,104 1.53 

As of March 31, 2026, total compensation expense not yet recognized related to non-vested restricted stock units was $2.3 million and the weighted-average period in which the expense is expected to be recognized is 2.1 years. For the three months ended March 31, 2026 and 2025, compensation expense related to the RSUs was $6.8 million and $0.8 million, respectively.

Restricted stock units with market conditions

In July 2022, we granted market-based RSUs to certain members of management that vest if our closing stock price on the NYSE is equal to or higher than the stock price goal of $12.00 per share. The grant date fair value per market-based RSU was $6.70 and determined using a Monte Carlo simulation approach. On March 5, 2026, our stock price closed at $13.29 per share which triggered the vesting of 0.5 million shares. There was no compensation expense recognized for the three months ended March 31, 2026 and 2025, respectively.

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Stock Appreciation Rights (SARs)

The Company has outstanding cash-settled SARs held by two employees. The SARs may be exercised during specified periods when the Company's stock price exceeds the applicable share price goal. The liability method is used to recognize the accrued compensation expense with cumulatively adjusted revaluations to the then current fair value at each reporting date through final settlement. As of March 31, 2026 and December 31, 2025, we calculated the fair value of the SARs at $6.5 million and nominal, respectively. The SARs are recorded in Accrued employee benefits and Other accrued liabilities in the Condensed Consolidated Balance Sheets.

The change in fair value of the SARs liability for the three months ended March 31, 2026 was $6.4 million and is recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. The increase in the fair value of the SARs during the quarter was primarily driven by an increase in the Company's stock price.

We used the following assumptions to determine the fair value of the SARs granted as of March 31, 2026 and December 31, 2025:
 March 31, 2026December 31, 2025
Risk-free interest rate3.80 %3.70 %
Expected volatility120 %80 %
Expected life in years2.723.25
Suboptimal exercise factor2.0x2.0x

The fair value of the SARs is categorized within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs, including expected volatility. In making these assumptions, we based estimated volatility on the historical returns of our stock price and selected guideline companies. We based risk-free rates on the corresponding U.S. Treasury spot rates for the expected duration at the date of grant, which we convert to a continuously compounded rate. We relied upon a suboptimal exercise factor, representing the ratio of the base price to the stock price at the time of exercise, to account for potential early exercise prior to the expiration of the contractual term. With consideration to the executive level of the SARs holders, a suboptimal exercise multiple of 2.0x was selected. Subject to vesting conditions, should the stock price achieve a value of 2.0x above the base price, we assume the holders will exercise prior to the expiration of the contractual term of the SARs. The expected term for the SARs is an output of the valuation model in estimating the time period that the SARs are expected to remain unexercised. The valuation model assumes the holders will exercise their SARs prior to the expiration of the contractual term of the SARs.

As of March 31, 2026 and December 31, 2025, the SARs are fully vested and their total intrinsic value is zero.

NOTE 17 – INCOME TAXES

For the three months ended March 31, 2026, Income tax expense from continuing operations was $4.2 million, resulting in an effective tax rate of (5.5)%. For the three months ended March 31, 2025, Income tax expense from continuing operations was $1.9 million, resulting in an effective tax rate of (14.0)%.

The effective tax rate for the three months ended March 31, 2026 is impacted by the mix of profitable foreign operations and losses in the U.S., certain foreign entities having a tax rate higher than the U.S. statutory rate, valuation allowances against certain net deferred tax assets and unfavorable discrete items.

We are subject to federal income tax in the United States and numerous countries that have statutory tax rates different than the U.S. federal statutory rate of 21%. We provide for income taxes based on the tax laws and rates in the jurisdictions where we conduct operations. These jurisdictions may have regimes of taxation that vary in both nominal rates and the basis on which these rates are applied. Our consolidated effective income tax rate can vary from period to period due to these foreign income tax rate variations, changes in the jurisdictional mix of our income, and valuation allowances.

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NOTE 18 – ACCUMULATED OTHER COMPREHENSIVE LOSS

Gains and losses deferred in AOCI are generally reclassified and recognized in the Condensed Consolidated Statements of Operations once they are realized. The changes in the components of AOCI, net of tax, for the three months ended March 31, 2026 and 2025 were as follows:

(in thousands)Currency translation lossNet unrecognized loss related to benefit plans (net of tax)Total
Balance at December 31, 2025$(16,156)$178 $(15,978)
Other comprehensive loss before reclassifications
(916)— (916)
Net other comprehensive loss
(916)— (916)
Balance at March 31, 2026$(17,072)$178 $(16,894)
(in thousands)Currency translation lossNet unrecognized loss related to benefit plans (net of tax)Total
Balance at December 31, 2024$(85,487)$(1,173)$(86,660)
Other comprehensive income before reclassifications
403 — 403 
Reclassification of AOCI to net income
— 124 124 
Net other comprehensive income
403 124 527 
Balance at March 31, 2025$(85,084)$(1,049)$(86,133)

The amounts reclassified out of AOCI by component and the affected Condensed Consolidated Statements of Operations line items are as follows (in thousands):
AOCI componentLine items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI Three Months Ended March 31,
20262025
Pension and postretirement adjustments, net of taxBenefit plans, net$— $(124)

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NOTE 19 – FAIR VALUE MEASUREMENTS

The accounting guidance established by ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (known as "Level 1") and the lowest priority to unobservable inputs (known as "Level 3"). Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2.

The following tables summarize financial assets carried at fair value, all of which were valued from readily available prices (Level 1).

Securities
Level 1
(in thousands)March 31, 2026December 31, 2025
Corporate notes and bonds$4,885 $5,334 
United States Government and agency securities1,905 1,806 
Total fair value of securities$6,790 $7,140 

Investments in securities are presented as $6.1 million in Other current assets and $0.7 million in Other assets as of March 31, 2026 in the Condensed Consolidated Balance Sheets with contractual maturities ranging from 0 to 2 years.

Senior Notes due 2026

See Note 13 to the Condensed Consolidated Financial Statements for a discussion of our Senior Notes due 2026. The fair value of the Senior Notes due 2026 is based on readily available quoted market prices (known as "Level 1") as of March 31, 2026 and December 31, 2025:

6.50% Senior Notes ("BWNB")
(in thousands)March 31, 2026December 31, 2025
Carrying value
$69,793 $84,792 
Estimated fair value
70,072 83,435 

Senior Notes due 2030

The fair value of the Senior Notes due 2030 is based on present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms (known as "Level 2") as of March 31, 2026 and December 31, 2025:

8.75% Senior Notes
(in thousands)March 31, 2026December 31, 2025
Carrying value$129,473 $129,473 
Estimated fair value130,216 127,359 

Other Financial Instruments

We used the following methods and assumptions in estimating fair value amounts for other financial instruments:

•Cash and cash equivalents and restricted cash and cash equivalents. The carrying amounts reported in the accompanying Condensed Consolidated Balance Sheets for cash and cash equivalents and restricted cash and cash equivalents approximate their fair value due to their highly liquid nature and are classified as Level 1.
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•Revolving Debt. We base the fair value of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair value on Level 2 inputs such as the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. The fair value of Revolving Debt was calculated at $36.4 million, which is $1.4 million less than its carrying amount at March 31, 2026.
•Applied Digital Warrants. These liability-based awards are categorized within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. For further information, see Note 14 to the Condensed Consolidated Financial Statements.
•Stock Appreciation Rights. These instruments are categorized within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. For further information, see Note 16 to the Condensed Consolidated Financial Statements.

NOTE 20 – RELATED PARTY TRANSACTIONS

Transactions with B. Riley

Based on Schedule 13D filings with the SEC, B. Riley beneficially owns approximately 20% of our outstanding common stock as of March 31, 2026. B. Riley currently has the right to nominate one member of our Board of Directors pursuant to the investor rights agreement we entered into with B. Riley in April 2019. The investor rights agreement also provides pre-emptive rights to B. Riley with respect to certain future issuances of our equity securities.

As described in Note 13 to the Condensed Consolidated Financial Statements, in connection with our entry into the Credit Agreement in January 2024, we entered into a guaranty agreement and related fee and reimbursement agreement with B. Riley, pursuant to which B. Riley guaranteed our obligations under the Credit Agreement in exchange for an annual fee of approximately $3.0 million. In June 2025, the B. Riley Guaranty, as well as the associated B. Riley Guaranty fees, were suspended until January 1, 2027 and in February 2026, the guaranty and fee agreement were cancelled. See Note 13 to the Condensed Consolidated Financial Statements for further information.

As described in Note 14 to the Condensed Consolidated Financial Statements, in April 2024 and November 2025, we entered into sales agreements with B. Riley, among others, in connection with the offer and sale from time to time of shares of our common stock. B. Riley is entitled to compensation equal to 3.0% of the gross proceeds from each sale of the shares sold through it as the designated Agent.

In the first quarter of 2026, we entered into an agreement with B. Riley to provide financial advisory services to the Company. Under this agreement, B. Riley will be paid a cash fee equal to 3.0% of the total financing value of any qualified debt transaction that is consummated. As of March 31, 2026, we have an accrual balance of $5.0 million related to this agreement and these costs will be amortized over the life of the Credit Agreement.

NOTE 21 – NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS

The Company did not adopt any new accounting pronouncements during the three months ended March 31, 2026.

New accounting standards to be adopted

We consider the applicability and impact of all issued ASUs. Certain recently issued ASUs were assessed and determined to not be applicable. New accounting standards not yet adopted that could affect the Condensed Consolidated Financial Statements in the future are summarized as follows:

In October 2023, FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The new guidance is intended to align GAAP and SEC requirements while facilitating the application of GAAP for all entities. The effective date of ASU 2023-06 depends on (1) whether an entity is already subject to the SEC's current disclosure requirements and (2) whether and, if so, when the SEC removed related requirements from its regulations. For entities that are already subject to the SEC's current disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If the SEC has not removed the related requirements from its regulations by June 30, 2027, the amendments made by ASU 2023-06 will be
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removed from the Codification and will not become effective for any entity. The impact of this standard on the Company's Condensed Consolidated Financial Statements is contingent upon future transactions.

In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). The new guidance is intended to improve financial reporting by requiring all public business entities to disclose additional information about specific expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. Further, in January 2025, FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2025-01 is clarifying the effective dates outlined in ASU 2024-03 which is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. We are currently evaluating the impact of this standard on the Condensed Consolidated Financial Statements.

In December 2025, FASB issued ASU 2025-10, Government Grants: Accounting for Government Grants Received by Business Entities ("ASU 2025-10"). The new guidance is intended to help business entities in determining how to recognize, measure and present these grants. ASU 2025-10 is effective for annual periods beginning after December 15, 2028. Early adoption is permitted. We are currently evaluating the impact of this standard on the Condensed Consolidated Financial Statements.

NOTE 22 – SUBSEQUENT EVENTS

Buybacks of Senior Notes

We repurchased $1.9 million of our 6.50% Senior Notes from April 1, 2026 through April 30, 2026.

Sales of Common Stock

We sold 0.5 million shares of our common stock pursuant to the 2025 Sales Agreement, described in Note 14 to the Condensed Consolidated Financial Statements, from April 1, 2026 through April 30, 2026 for net proceeds of $7.8 million.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial position and results of operations should be read in conjunction with the financial statements and the notes thereto included in the Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements as a result of many factors, including those described in more detail under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC. See also "Cautionary Statement Concerning Forward-Looking Information" herein. Unless otherwise noted, discussion of our business and results of operations refers to our continuing operations.

BUSINESS OVERVIEW

We are a globally focused energy technologies provider with nearly 160 years of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers. Our innovative products and services are organized in one reporting segment.

Customer demand is heavily affected by the variations in our customers' business cycles, power demand in their operating territories, and by the overall economies, energy, environmental and regulatory requirements of the countries in which they operate.

We have manufacturing facilities in Canada, Mexico and the United States. Many aspects of our operations and properties could be affected by political developments, environmental regulations and operating risks. These and other factors may have
a material impact on our international and domestic operations or our business as a whole.

Discontinued Operations

Vølund

In April 2025, we sold our Vølund business for a base purchase price equal to $15.0 million plus $0.1 million (400,000 Danish krone). We recorded a net loss of $36.8 million, which included a write off of CTA of $52.6 million. For more information, see Note 3 to the Condensed Consolidated Financial Statements.

Diamond Power

In July 2025, we closed the sale of our Diamond Power business for a base purchase price of $177 million, subject to certain offsets and adjustments. We recorded a gain of $53.2 million on the sale. During the three months ended March 31, 2026, we recorded a gain of $3.5 million as part of the settlement of certain outstanding items in accordance with the agreement. For more information, see Note 3 to the Condensed Consolidated Financial Statements.

ASH

In October 2025, we completed a sale of the net assets comprising our ASH business for $29 million, subject to customary fees and adjustments, and recorded a gain of $21.5 million on the sale. For more information, see Note 3 to the Condensed Consolidated Financial Statements.

Solar

As of December 31, 2025, B&W Solar was disposed of through abandonment, as we ceased all business operations and either transferred or wrote off its remaining assets. For more information, see Note 3 to the Condensed Consolidated Financial Statements.

BWRS

During the three months ended March 31, 2026, we recorded a loss of $0.9 million as part of settlement negotiations with the buyer. For more information, see Note 3 to the Condensed Consolidated Financial Statements.
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RESULTS OF OPERATIONS

Condensed Consolidated Results of Operations

The following discussion reflects the consolidated results of our operations as noted below:

Three Months Ended March 31,
(in thousands)20262025$ Change
Revenues$214,414 $148,598 $65,816 
Costs and expenses:
Cost of operations170,957 120,831 50,126 
Selling, general and administrative expenses44,379 28,304 16,075 
Research and development costs
803 348 455 
Impairment of long-lived assets— 950 (950)
(Gain) loss on asset disposals, net
(69)8 (77)
Operating loss
(1,656)(1,843)187 
Interest expense4,448 11,042 (6,594)
Change in fair value of customer warrants70,242 — 70,242 
Income tax expense4,154 1,922 2,232 
Loss from continuing operations
$(79,622)$(15,632)$(63,990)

Three months ended March 31, 2026 and 2025 Consolidated Results

Revenues increased by $65.8 million to $214.4 million in the three months ended March 31, 2026 compared to $148.6 million in the three months ended March 31, 2025. The increase is primarily driven by an increase in large project volume, including $31.0 million from Base Electron. This improvement is primarily due to the increasing need for electricity from fossil fuels driven by the demand from AI, data centers and expanding economies.

Costs of operations increased by $50.1 million to $171.0 million in the three months ended March 31, 2026 compared to $120.8 million in the three months ended March 31, 2025. The increase is primarily driven by the increased revenue as described above as well as the product mix of higher large-project volume which carries higher costs needed to complete certain projects.

SG&A expenses increased by $16.1 million to $44.4 million in the three months ended March 31, 2026 compared to $28.3 million in the three months ended March 31, 2025. The increase is primarily driven by an increase in share price of our common stock during the three months ended March 31, 2026, which resulted in the increase in stock-based compensation expense for grants to senior members of management, including an increase in the valuation of stock appreciation rights

Research and development costs increased by $0.5 million to $0.8 million in the three months ended March 31, 2026 compared to $0.3 million in the three months ended March 31, 2025. The increase is primarily driven by BrightLoop™ investment.

Impairment of long-lived assets decreased by $1.0 million in 2026. The decrease relates to an impairment recognized in 2025 relating to a reduction in our real estate footprint.

(Gain) loss on asset disposals, net increased to a gain in the three months ended March 31, 2026 compared to a loss in the three months ended March 31, 2025 due to small disposals in 2026.

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Operating loss decreased by $0.2 million to $1.7 million in the three months ended March 31, 2026 compared to $1.8 million in the three months ended March 31, 2025. The decrease is a result of the cost increases previously noted.

Loss from continuing operations increased by $64.0 million to $79.6 million in the three months ended March 31, 2026 compared to $15.6 million in the three months ended March 31, 2025, primarily driven by a non-cash change in fair value of customer warrants of $70.2 million and an increase in income tax expense of $2.2 million, partially offset by a reduction in interest expense of $6.6 million.

Other Expenses Impacting Operating Results

Interest Expense

Three Months Ended March 31,
(in thousands)20262025
Components associated with borrowings from:
Senior Notes due 2026$1,172 $6,320 
Senior Notes due 20302,832 — 
Credit Agreement3 1,168 
4,007 7,488 
Components associated with amortization or accretion of:
Credit Agreement230 1,609 
Senior Notes due 2026227 656 
Senior Notes due 2030(1,701)— 
(1,244)2,265 
Components associated with interest from:
Lease liabilities562 591 
Letter of Credit interest1,406 452 
Other interest expense39 246 
Capitalized interest(322)— 
1,685 1,289 
Total interest expense$4,448 $11,042 

The decrease in interest expense for the three months ended March 31, 2026 is primarily the result of the paydown of the Senior Notes Due 2026 in the second half of 2025 and in the first quarter of 2026, and the accretion of the gain on exchange of a portion of the Senior Notes Due 2026 into the Senior Notes due 2030.

Change in Fair Value of Customer Warrants

The increase in customer warrant fair value expense of $70.2 million is a result of the change in fair value of customer warrants for the three months ended March 31, 2026 primarily driven by an increase in the Company’s stock price since the grant dates of the warrants.

Income Taxes
Three Months Ended March 31,
(in thousands, except for percentages)20262025Change
Loss from continuing operations before income tax expense
$(75,468)$(13,710)$(61,758)
Income tax expense
4,154 1,922 2,232 
Effective tax rate(5.5)%(14.0)%

Deferred tax assets are evaluated each period to determine whether realization is more likely than not. Valuation allowances are established when management determines it is more likely than not that some portion, or all, of the deferred tax assets
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will not be realized. Valuation allowances may be removed in the future if sufficient positive evidence exists to outweigh the negative evidence under the framework of ASC 740, Income Taxes ("ASC 740").

Our effective tax rate for the first three months of 2026 is not reflective of the U.S. statutory rate, which was impacted by the mix of profitable foreign operations and losses in the U.S., certain foreign entities having a tax rate higher than the U.S. statutory rate, valuation allowances against certain net deferred tax assets and unfavorable discrete items. In certain jurisdictions where we anticipate a loss for the year or incur a loss for the year-to-date period for which a tax benefit cannot be realized in accordance with ASC 740, we exclude the loss in that jurisdiction from the overall computation of the estimated annual effective tax rate.

Bookings and Backlog

Bookings and backlog are our measures of remaining performance obligations under our sales contracts. We believe these metrics provide investors, lenders and other users of our financial statements with a leading indicator of future revenues. It is possible that our methodology for determining bookings and backlog may not be comparable to methods used by other companies.

We generally include expected revenue from contracts in our backlog when we receive written confirmation from our customers authorizing the performance of work and committing our customers to pay for work performed. Backlog may not be indicative of future operating results, and contracts in our backlog may be canceled, modified or otherwise altered by customers. Backlog can vary significantly from period to period, particularly when large new-build conversion projects or operations and maintenance contracts are booked because they may be fulfilled over multiple years. Because we operate globally, our backlog is also affected by changes in foreign currencies each period.

Bookings represent changes to the backlog. Bookings include additions related to new business or increases in project scope, subtractions due to customer cancellations or reductions in project scope, changes in estimates that affect selling price and revaluation of backlog denominated in foreign currency. We believe comparing bookings on a quarterly basis or for periods less than one year is less meaningful than for longer periods, and that shorter-term changes in bookings may not necessarily indicate a material trend.

Total bookings as of March 31, 2026 and 2025 were as follows:
Three Months Ended March 31,
(in millions)20262025
B&W$2,512.5 $121.3 

Our backlog as of March 31, 2026 and 2025 was as follows:
As of March 31,
(in millions)20262025
B&W$2,728.8 $467.9 

Of the backlog at March 31, 2026, we expect to recognize revenues as follows:
(in millions)20262027ThereafterTotal
B&W$570.3 $603.6 $1,554.9 $2,728.8 

Non-GAAP Financial Measures

In addition to Loss from continuing operations, we use non-GAAP financial measures internally to evaluate our performance and make financial and operational decisions. When viewed in conjunction with GAAP results and the accompanying reconciliations, we believe that the presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting our financial position and results of operations than GAAP measures alone. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for the related financial results prepared in accordance with GAAP.
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The following discussion of our business segment results of operations includes a discussion of EBITDA and Adjusted EBITDA. EBITDA focuses on the earnings generated from core business operations, without considering the effects of financing, accounting decisions or tax. EBITDA and Adjusted EBITDA differ from the most directly comparable measure calculated in accordance with GAAP. A reconciliation of Loss from continuing operations, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA is included below. Management believes that this financial measure is useful to investors because it excludes certain expenses, allowing investors to more easily compare our financial performance period to period. When viewed in conjunction with GAAP results, we believe the presentation of EBITDA and Adjusted EBITDA provides investors with greater transparency and a greater understanding of factors affecting our financial position and results of operations than GAAP measures alone.

Adjusted EBITDA is calculated as earnings before interest, tax, depreciation and amortization, and adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, stock-based compensation, restructuring activities, impairments, gains and losses on debt extinguishment, legal and settlement costs, costs related to financial consulting and amortization and valuation of customer warrants. Additionally, the Company redefined its definition of Adjusted EBITDA to eliminate the effects of certain items including interest on letters of credit included in Cost of operations and product development costs. Prior period results have been revised to conform with the revised definition and present separate reconciling items in our reconciliation.

Three Months Ended March 31,
(in thousands)20262025
Loss from continuing operations
$(79,622)$(15,632)
Interest expense, net3,808 10,802 
Income tax expense
4,154 1,922 
Depreciation & amortization2,501 2,315 
EBITDA(69,159)(593)
  
Impairment of long-lived assets— 950 
Benefit plans, net(429)779 
(Gain) loss on asset disposals, net
(69)8 
Stock-based compensation13,232 763 
Restructuring activities509 111 
Loss on debt extinguishment
28 — 
Settlements and related legal costs
41 64 
Foreign exchange101 402 
Financial advisory services455 1,848 
Customer warrant amortization1,064 — 
Change in fair value of customer warrants70,242 — 
Other - net62 (284)
Adjusted EBITDA $16,077 $4,048 


Impairment of long-lived assets

Impairment of long-lived assets refers to when the carrying amount of an asset exceeds the fair value or recoverable amount.

Benefit plans, net

We recognize pension and other postretirement benefit income or expense based on actuarial calculations. The net impact depends on the relationship between the expected return on plan assets and the cost of providing benefits. Benefit costs are relatively low because our plans are frozen, meaning employees are no longer earning additional benefits.

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Reported pension results may vary due to mark‑to‑market adjustments, which reflect changes in interest rates, asset performance, or one‑time events such as plan settlements or curtailments. These adjustments are driven by market conditions and actuarial assumptions as of the date of the event. Because mark‑to‑market impacts are inherently volatile and often event‑driven, any gain or loss recognized in a given period should not be considered indicative of future pension income or expense.

Refer to Note 12 to the Condensed Consolidated Financial Statements for further information regarding our pension and other postretirement plans.

(Gain) loss on asset disposals, net

We, at times, will sell or dispose of certain assets that are unrelated to our current or future operations. Therefore, we believe it is useful to exclude these gains and losses from our non-GAAP financial measures in order to highlight the performance of the continuing business.

Stock-based compensation

The grant date fair value of stock-based compensation varies based on the derived stock price at the time of grant, valuation methodologies, subjective assumptions and reward types. This may make the impact of this form of compensation on our current financial results difficult to compare to previous and future periods. Therefore, we believe it is useful to exclude stock-based compensation from our non-GAAP financial measures in order to highlight the performance of the business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies.

Restructuring activities

Restructuring activities and business services transition actions across our business units and corporate functions primarily consist of severance and related costs associated with non-recurring actions taken to transform our operations with impacts on employees and facilities used in our businesses. Business services transition costs relate to new technology implementation, expected to provide future benefit and are included in Cost of operations and SG&A expenses in the Condensed Consolidated Statements of Operations.

Loss on debt extinguishment

Losses on debt extinguishment were due to the exit costs associated with our repurchase of outstanding Senior Notes due 2026.

Settlements and related legal costs

Settlements and related legal costs relate to expenses associated with resolving legal disputes, whether through negotiated settlements or court judgments.

Foreign exchange

Foreign exchange gains and losses are primarily related to settlement of transactions denominated in a currency different than the functional currency of the Company. We report foreign currency transaction gains (losses) in income in the Condensed Consolidated Statements of Operations. Management excludes these expenses from Adjusted EBITDA as they do not reflect the ordinary course of business and are inherently unpredictable in timing and amount.

Financial advisory services

Financial advisory services relate to financial and business planning and other professional services.

Customer warrant amortization

Customer warrants amortized over the life of the associated agreement and recorded as a reduction to Revenues in the Condensed Consolidated Statements of Operations. Management excludes the reduction to revenue from Adjusted EBITDA as they are a non-cash transaction and do not reflect the ordinary course of business.
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Refer to Note 14 to the Condensed Consolidated Financial Statements for further information regarding our Customer warrant amortization.

Change in fair value of customer warrants

Change in fair value of customer warrants is recognized as a gain or loss in the Condensed Consolidated Statements of Operations. Management excludes the expense from Adjusted EBITDA as they are a non-cash transaction and do not reflect the ordinary course of business.

Refer to Note 14 to the Condensed Consolidated Financial Statements for further information regarding our Change in fair value of customer warrants.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary liquidity requirements include debt service, funding dividends on Preferred Stock and working capital needs. We fund our liquidity requirements primarily through cash generated from operations, external sources of financing, including our Credit Agreement, senior notes, and equity offerings, and our Preferred Stock, each of which are described below and in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item I of this Quarterly Report in further detail. We believe that our current operating plan and borrowings available under our Credit Agreement will be sufficient to satisfy our foreseeable liquidity needs and capital expenditure requirements, including for at least the next twelve months. We may elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, capital expenditures, working capital needs or other purposes beyond the next twelve months. Additional financing may not be available on terms favorable to us or at all, and may also be impacted by any disruptions in the financial markets. In addition, our existing indebtedness could limit its ability to obtain additional financing.

Cash and Cash Flows

The following discussion on our cash flows is inclusive of continued and discontinued operations, consistent with our presentation on the Condensed Consolidated Statements of Cash Flows in accordance with GAAP.

At March 31, 2026, our cash and cash equivalents, and restricted cash totaled $194.8 million, and we had total debt of $275.9 million, of which $25.4 million is unamortized premium. We also had $191.7 million of gross Preferred Stock outstanding. Our foreign business locations held $12.8 million of our total cash and cash equivalents as of March 31, 2026. In general, our foreign cash balances are not available to fund our U.S. operations unless the funds are repatriated or used to repay intercompany loans made from the U.S. to foreign entities, which could expose us to taxes we have not made a provision for in our results of operations. We have no plans to repatriate these funds to the U.S. We had $37.9 million of restricted cash as of March 31, 2026 related to collateral for certain letters of credit as part of funding for several ongoing projects.

Cash flows provided by operating activities was $17.8 million for the three months ended March 31, 2026, which is primarily attributable to our current net loss of $76.9 million being offset by non-cash expenses arising from a change in fair value of customer warrants of $70.2 million, stock-based compensation of $13.2 million, depreciation and amortization of long-lived assets of $2.5 million and amortization of customer warrants of $1.1 million. Cash flows provided by operating activities also included movements in certain operating assets and liabilities such increases in accounts payable of $39.6 million and accrued and other current liabilities of $5.6 million, resulting from the timing of payments to vendors. Partially offsetting these inflows were outflows from accounts receivable – trade, net of $8.0 million, contracts in progress of $18.0 million and advanced billings on contracts of $5.5 million which are primarily impacted by timing differences related to progress made on ongoing projects, billings, and collections, increased operating costs as a result of increased revenue, and may fluctuate significantly period to period.

Cash flows used in operating activities was $8.5 million for the three months ended March 31, 2025, which is primarily attributed to the current net loss of $22.0 million, partially offset by non-cash adjustments arising from the impairment of long-lived assets of $8.8 million, depreciation and amortization of long-lived assets of $2.5 million, deferred financing fees of $1.5 million and operating lease expenses of $1.7 million. Cash flows used in operating activities also included movements in certain operating assets and liabilities such as accounts receivable - trade, net of $14.3 million, advance billings on contracts
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of $7.5 million and pension liabilities, accrued postretirement benefits and employee benefits of $3.6 million, which are primarily impacted by collections, timing differences related to billings and contributions made to the plan. These were partially offset by cash flow increases from accounts payable of $19.6 million and contracts in progress of $11.0 million which are primarily impacted by timing of payments to vendors and timing differences related to progress on ongoing projects.

Cash flows used in investing activities was $3.5 million and $3.9 million for the three months ended March 31, 2026 and 2025, respectively, primarily due to capital expenditures associated with BrightLoop™ projects. 2026 is partially offset by proceeds from sale of business of $3.6 million.

Cash flows used in financing activities was $20.3 million for the three months ended March 31, 2026, primarily due to payments on the Axos Credit Agreement of $29.1 million, buybacks of Senior Notes due 2026 of $15.0 million, employee tax withholding on stock-based compensation of $6.2 million and Preferred Stock dividend payment of $3.7 million, partially offset by the issuance of common stock of $34.1 million. Cash flows used in financing activities was $0.4 million for the three months ended March 31, 2025, primarily due to the payment of the Preferred Stock dividends of $3.7 million and net payments on the Axos Credit Agreement of $1.4 million, partially offset by the issuance of common stock of $5.2 million.

Debt and Credit Facility

Information related to our debt and Credit Facility is described in Note 13 to the Condensed Consolidated Financial Statements and is incorporated herein by reference.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For a summary of the critical accounting policies and estimates that we use in the preparation of our unaudited Condensed Consolidated Financial Statements, see "Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to our policies during the three months ended March 31, 2026 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risks has not changed materially from those disclosed under "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) adopted by the Securities and Exchange Commission under the Exchange Act.

Based on this evaluation and because of the previously-reported material weaknesses in internal control over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026.

Notwithstanding the conclusion by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures as of March 31, 2026 were not effective, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that the Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2026 and 2025 present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

Remediation Plan and Status

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As of March 31, 2026, the material weaknesses previously disclosed have not yet been remediated. In response to the material weaknesses in our internal control over financial reporting, management has initiated remediation efforts, which includes:

•hired and are continuing to hire professionals with the appropriate skills to perform control activities;
•continuing to augment our internal resources by employing several consultants with deep experience in key areas and we plan to continue to utilize these resources until we add personnel to our staff mentioned above;
•developing and providing incremental training to the accounting and financial reporting team;
•designing and implementing additional and/or enhanced controls in the areas of account reconciliations, contract accounting, financial statement analysis prepared in conformity with GAAP and manual journal entries;
•enhancing controls over segregation of duties;
•with the guidance and participation of our internal audit function, we have a monitoring program to:
•evaluate and assess whether controls are present and functioning in a timely manner; and,
•hold individuals accountable for their internal control responsibilities.

We will continue to work toward full remediation of the material weaknesses to improve our internal control over financial reporting. The material weaknesses will not be considered remediated until the new and redesigned controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. Accordingly, we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting (as defined by Rule 13a-15(f) and 15d-15(f) under the Exchange Act during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations in Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures, or our internal controls, will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error, mistake or fraud. Additionally, controls can be circumvented by individuals or groups of persons or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements in our public reports due to error or fraud may occur and not be detected.

PART II

Item 1. Legal Proceedings

Please refer to our Annual Report on Form 10-K for the year ended December 31, 2025 as there have been no material changes and no new litigation to disclose as of March 31, 2026.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. The discussion of such risks and uncertainties may be found under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 5. Other Information

During the three months ended March 31, 2026, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits
Master Separation Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876)).
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876)).
Certificate of Amendment of the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on June 17, 2019 (File No. 001-36876)).
Certificate of Amendment of the Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on July 24, 2019 (File No. 001-36876)).
Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on May 23, 2023 (File No. 001-36876)).
Amended and Restated Bylaws of Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on March 5, 2025 (File No. 001-36876)).
Certificate of Designations with respect to the 7.75% Series A Cumulative Perpetual Preferred Stock, dated May 6, 2021, filed with the Secretary of State of Delaware and effective on May 6, 2021 (incorporated by reference to Exhibit 3.4 to the Babcock & Wilcox Enterprises, Inc. Form 8-A filed on May 7, 2021 (File No. 001-36876)).
Certificate of Increase in Number of Shares of 7.75% Series A Cumulative Perpetual Preferred Stock, dated June 1, 2021 (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on July 7, 2021 (File No. 001-36876)).
Form of Common Stock Purchase Warrant, filed herewith (File No. 001-36876).
Registration Rights Agreement, dated November 4, 2025, between Babcock & Wilcox Enterprises, Inc. and Applied Digital Corporation, filed herewith (File No. 001-36876).
Tenth Amendment to the Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated February 25, 2026 (incorporated by reference to Exhibit 10.91 to the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-36876)).
Design-Build Agreement, dated February 26, 2026, between The Babcock & Wilcox Company and Base Electron, Inc., filed herewith (File No. 001-36876).
Partial Assignment and Assumption Agreement, dated March 18, 2026, by and among Applied Digital Corporation, Base Electron, Inc., and The Babcock & Wilcox Company, filed herewith (File No. 001-36876).
Amendment and Joinder to the Registration Rights Agreement, dated March 18, 2026, by and among Base Electron, Inc., Babcock & Wilcox Enterprises, Inc., and Applied Digital Corporation, filed herewith (File No. 001-36876).
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer.
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer.
Section 1350 certification of Chief Executive Officer.
Section 1350 certification of Chief Financial Officer.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
104Cover Page Interactive Data File (embedded within the inline XBRL document)
*As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document.
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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BABCOCK & WILCOX ENTERPRISES, INC.
May 11, 2026By:/s/ Cameron Frymyer
Cameron Frymyer
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer and Duly Authorized Representative)
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1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. FORM OF COMMON STOCK PURCHASE WARRANT BABCOCK & WILCOX ENTERPRISES, INC. Issue Date: [●] (the “Issue Date”) THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Applied Digital Corporation or its permitted assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the Termination Date (as defined below), but not thereafter, to purchase from Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), up to [●] shares (subject to the limitations contained herein, including Sections 2(d) and 3(e), and subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b). As used in this Warrant: “Affiliate” means, with respect to any Person, any other Person who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person; for purposes of this definition, the term “Person” means any individual, firm, corporation, partnership, limited liability company, or other entity, and the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the right to exercise, directly or indirectly, fifty percent (50%) or more of the voting rights attributable to the controlled entity and/or the power to elect a majority of the controlled entity’s board of directors. “Board of Directors” means the board of directors of the Company. “Business Day” means any day excluding Saturday, Sunday or any day which is a legal holiday under the laws of the State of New York or a day on which banking institutions are authorized or required by law or other governmental action to close. “Capital Stock” means, with respect to any Person, (i) any capital stock of such Person, (ii) any security convertible, with or without consideration, into any capital stock of such Person, (iii) any other shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the capital stock of such Person and (iv) any other equity interest in, or right to vote generally in elections of directors or the comparable governing body of, such Person. “Change of Control” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more transactions, (i) consolidate or merge with or into

 
2 (whether or not the Company is the surviving corporation) another person(s) or entity(ies), where the shareholders of the Company immediately before such transaction cease to constitute at least 50% of the aggregate ordinary voting power of such Person (or the surviving corporation) immediately after such transaction, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X), on a consolidated basis or otherwise, to one or more persons or entities, (B) if any person or “group” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more transactions, be or become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of common stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of at least 50% of the aggregate ordinary voting power of the Company, (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction. “Fair Market Value” of the Common Stock on any date of determination means (i) if the Common Stock is listed for trading on a national securities exchange, the closing sale price per share of the Common Stock on the Trading Day immediately prior to such date of determination, as reported by the national securities exchange, (ii) if the Common Stock is not listed on a national securities exchange but is listed in the over-the-counter market, the average last quoted sale price for the Common Stock (or, if no sale price is reported, the average of the high bid and low asked price for such date) on the Trading Day immediately prior to such date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization, or (iii) in all other cases, in the sole discretion of the Board of Directors, (A) as agreed upon in good faith by the Holder and the Company or (B) as determined by an independent accounting, appraisal or investment banking firm or consultant of nationally recognized standing that is retained at the sole cost and expense of the Company. “Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency, or political subdivision thereof). “Principal Trading Market” means the trading market on which the Common Stock, or any successor security thereto, is primarily listed and quoted for trading, and which, as of the Issue Date is The New York Stock Exchange. “Reported Outstanding Shares Number” means (x) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent written notice by the Company or the Transfer Agent to the Holder, in each case setting forth the number of shares of Common Stock outstanding. “Letter Agreement” that certain agreement entered into by and between the Holder and the Company on November 4, 2025. “Termination Date” shall mean the close of business on November 4, 2032.

 
3 “Trading Day” means a day on which: (a) trading in the Common Stock generally occurs on the Principal Trading Market; and (b) during the one-half hour period ending on the scheduled close of trading on any Trading Day no material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock existed or occurred. If the Common Stock is not so listed or traded, “Trading Day” means a Business Day. Section 1. Exercisability. The Holder’s right to exercise this Warrant with respect to the Warrant Shares is subject to limitations on exercisability as follows: (a) This Warrant and the Holder’s rights hereunder with respect to the Warrant Shares (subject to adjustment or otherwise to the restrictions as set forth in this Warrant, including, without limitation, Section 2(d) and Section 3) is exercisable from and after the Issue Date through and including the Termination Date. (b) The Holder’s right to receive the Warrant Shares, and the Company’s obligation to issue such Warrant Shares, upon exercise of this Warrant shall be subject to the limitations set forth in Section 2(d)(i). Section 2. Exercise. (a) Subject to Section 1, exercise of the purchase rights represented by this Warrant with respect to Warrant Shares may be made, in whole or in part, at any time or times on or after the Issue Date (subject to the provisions of Section 2(f) hereof) and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly completed and executed copy of a notice of exercise substantially in the form attached hereto as Exhibit A (a “Notice of Exercise”). The “Exercise Date” shall be the date on which such delivery shall have taken place (or be deemed to have taken place) unless a later date is specified in the Notice of Exercise. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise, at its option, (i) by Cashless Exercise (as defined and as set forth in Section 2(f)), (ii) by wire transfer or cashier’s check drawn on a United States bank (any such exercise, a “Cash Exercise”), or (iii) any combination of Cash Exercise and Cashless Exercise as set forth in Section 2(f); provided, however, in the event that the Holder has not delivered such aggregate Exercise Price within two (2) Trading Days following the date of such exercise as aforesaid, the Company shall not be obligated to deliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, and to the extent a physical copy is issued to the Holder, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation promptly after the relevant event shall have occurred. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases and the Holder may request that a new Warrant be issued to it representing the amount of Warrant Shares not purchased

 
4 and the Company shall promptly comply with such request. The Company shall deliver any objection to any Notice of Exercise within two (2) Trading Days of receipt of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) Exercise Price. The “Exercise Price” per Warrant Share shall be $4.11, subject to any adjustment required by Section 3. (c) Mechanics of Exercise. (i) Delivery of Warrant Shares Upon Exercise. Upon each exercise of this Warrant, the Company shall promptly, but in no event later than two (2) Trading Days after delivery of the applicable Notice of Exercise (subject to the cash settlement provisions of Section 2(g) and delivery by the Holder to the Company of the aggregate Exercise Price payable pursuant to Section 2(b) or pursuant to the Cashless Exercise provisions of Section 2(f)), instruct the transfer agent for the Common Stock (the “Transfer Agent”) to record the issuance of the Warrant Shares purchased hereunder to the Holder in book-entry form pursuant to the Transfer Agent’s regular procedures. The Warrant Shares shall be deemed to have been issued, and the Holder shall be deemed to have become a holder of record of such shares for all purposes, as of the later of the Exercise Date and the date on which payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(iv) prior to the issuance of such shares, has been made. (ii) Rescission Rights. If the Company fails to issue or cause to have issued the Warrant Shares pursuant to Section 2(c)(i) or does not issue Warrant Shares as a result of the limitations in Section 1(b) or Section 2(d) within two (2) Trading Days after delivery of the applicable Notice of Exercise, then the Holder will have the right to rescind such exercise in its sole discretion. The right of rescission of the Holder under this Section 2(c)(ii) is subject to delivery by the Holder of the aggregate Exercise Price payable pursuant to Section 2(b) or Section 2(f). (iii) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Fair Market Value. (iv) Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue, transfer, stamp or other similar tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares or a new Warrant to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax or governmental charge, or has established to the satisfaction of the Company that such tax or governmental charge has been paid. Without limiting the generality of the foregoing, the Company shall pay all fees required for same-day processing of any Notice of Exercise and all other expenses of the Company and its registrar(s) and transfer agent(s) in connection with delivery of the Warrant Shares and replacement warrants. All payments in respect of this Warrant shall be subject to applicable withholding in respect of taxes. Where withholding in respect of taxes is imposed with respect to this Warrant, including in respect of an actual or deemed (for federal withholding tax purposes) payment in respect of this Warrant, the Holder shall promptly transfer to the

 
5 Company the amount required to be withheld; provided that prior to any such payments the Company shall be required to demonstrate the basis for, and calculation of, such withholding and reasonably cooperate with Holder to reduce or eliminate any withholding tax to the extent permitted by applicable tax law. (v) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. (vi) Sale of Stock by the Holder. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering of the Common Stock (pursuant to a merger, sale of stock, or otherwise) or in connection with a tender or exchange offer for shares of Common Stock of the Company, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction. (d) Holder’s Exercise Limitations. (i) Notwithstanding anything to the contrary contained in this Warrant, the Company shall not effect the exercise of any portion of this Warrant, and, no Holder shall have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, any Holder (together with any other Person whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable regulations of the Securities and Exchange Commission (the “Commission”) thereunder, including any “group” of which any Holder is or may be deemed a member (collectively, the “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of calculating the Maximum Percentage, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder and its Attribution Parties and which would be in excess of the Maximum Percentage and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder or any of its Attribution Parties subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 2(d)(i). In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and its Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and its Attribution Parties’ aggregate beneficial ownership exceeds the applicable Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the Exercise Price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company by any Holder, the Maximum Percentage may be increased or decreased with respect to such Holder to any other percentage as specified in such notice; provided, that (i) any such increase or decrease in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and its Attribution Parties requesting such increase or decrease and not to any other Holder of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by any Attribution Party for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise this Warrant, in whole or in part, pursuant to this paragraph shall have any effect on the

 
6 applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. (ii) Except as set forth in the exclusions to calculating beneficial ownership in Sections 2(d)(i)(A) and (B), for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Maximum Percentage, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Maximum Percentage. The Company shall have the sole right to enforce the provisions of Section 2(d)(i). If the Company receives a Notice of Exercise from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Shares Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder’s beneficial ownership, as determined pursuant to Section 2(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. The provisions of this Section 2(d) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation or the application of the rules of the Principal Trading Market. (e) Warrant Shares Cap. Notwithstanding anything in this Warrant to the contrary, the Company shall not effect the exercise of any portion of this Warrant, and, no Holder shall have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that such exercise would result in the aggregate number of Warrant Shares issued under this Warrant, together with the Shares (as defined in the Letter Agreement), the Warrant Shares issued with the exercise of the Additional Warrant (as defined in the Letter Agreement) and the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that would reasonably be expected to be aggregated with the transactions contemplated by this Warrant under the applicable rules of the Principal Trading Market, as determined by the Company in good faith and in consultation with the staff of the New York Stock Exchange, to exceed 11,098,899 shares of Common Stock (the “Warrant Shares Cap”), which Warrant Shares Cap shall be adjusted for any split, subdivision, combination or reclassification of Common Stock, and in such case, the number of Warrant Shares issuable upon exercise of this Warrant shall be reduced or increased to the number of shares equal to the Warrant Shares Cap (for purposes of this calculation, rounded down to the nearest whole share).

 
7 (f) Cashless Exercise. In lieu of Cash Exercise, the Holder may elect to exercise the purchase rights represented by this Warrant by authorizing the Company to withhold and not issue to the Holder, in payment of the Exercise Price thereof, a number of such Warrant Shares equal to (x) the number of Warrant Shares for which the Warrant is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Fair Market Value on the Exercise Date (any such exercise, a “Cashless Exercise”); and such withheld Warrant Shares shall no longer be issuable under the Warrant, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld Warrant Shares. In the event of a Change of Control in which the Common Stock is converted into solely the right to receive cash upon closing of such Change of Control, if this Warrant has not previously been exercised in full on an Exercise Date occurring before the third Trading Day prior to the consummation of such Change of Control, any unexercised portion of this Warrant shall be deemed exercised in full, without the delivery of a Notice of Exercise, effective immediately prior to the consummation of such Change of Control and the Holder shall be entitled to receive cash in an amount equal to the amount of cash payable in such Change of Control in respect of a number of shares of Common Stock equal to the number of Warrant Shares that would be deliverable upon an exercise of this Warrant in full immediately prior to consummation of such Change of Control pursuant to this Section 2(f) of the unexercised portion of this Warrant, where Fair Market Value of a share of Common Stock in such an exercise is deemed for these purposes to be the cash payable in respect of a share of Common Stock in such Change of Control; provided, that, for the avoidance of doubt, if the cash payable in respect of a share of Common Stock in such Change of Control in which the Common Stock is converted into solely the right to receive cash upon closing of such Change of Control is less than the then-applicable Exercise Price, then upon consummation of such Change of Control the unexercised portion of this Warrant shall be cancelled for no consideration. (g) Cash Settlement. Notwithstanding any other provision herein, upon the exercise of this Warrant (either in full or in part, as applicable, and whether by Cash Exercise, Cashless Exercise or a combination thereof) by the Holder, in lieu of and in full satisfaction of its obligation to deliver any or all shares to which the Holder would otherwise be entitled (i) at the Company’s election in its sole discretion (the “Cash Settlement Option”) or (ii) in the event the Holder delivers a Notice of Exercise for a number of Warrant Shares that would result in the Holder exceeding the Warrant Shares Cap (the “Cash Settlement Requirement”), the Company will pay to the Holder cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) in an amount equal to the product of (A) the number of Warrant Shares with respect to which the Warrant is being exercised (including, in the case of a Cashless Exercise, shares to be withheld as payment of the Exercise Price in accordance with Section 2(f), if any) that the Company, in the case of the Cash Settlement Option, elects to settle, or in the case of the Cash Settlement Requirement, is required to settle (e.g., in the case of the Cash Settlement Requirement, the number of Warrant Shares being exercised that exceed the Warrant Shares Cap), in cash in lieu of shares, multiplied by (B) the excess of (x) the Fair Market Value on the Exercise Date over (y) the Exercise Price (the “Cash Settlement Payment”). The Cash Settlement Option shall be exercisable by the Company by delivering written notice (email being sufficient) to the Holder no later than the second (2nd) Business Day following receipt of any Notice of Exercise. The Cash Settlement Payment shall be paid to the Holder no later than thirty (30) days after the date on which the Holder provides its instructions for delivery of the Cash Settlement Payment either in the form of wire transfer instructions to a U.S. banking institution and/or address for delivery of a check. In the event that the Holder has previously remitted payment of the Exercise Price for any Warrant Shares that the Company elects or is required to settle in cash in lieu of shares pursuant to this Section 2(g), the Cash Settlement Payment shall be increased, dollar for dollar, by the amount of such remitted payment. Upon receipt of the Cash Settlement Payment, the Company’s obligation to deliver shares of Common Stock with respect to the portion of the Warrant Shares paid in cash pursuant to this Section 2(g) shall be deemed fully satisfied, and in the case of Cashless Exercise, the number of corresponding Warrant Shares by which this Warrant has been permanently reduced in connection with such Cashless Exercise and settled in cash as contemplated by this Section 2(g) shall continue to be so

 
8 reduced in accordance with Section 2(f), unaffected by the exercise of the Cash Settlement Option or effectuation of the Cash Settlement Requirement. Notwithstanding anything in this Warrant to the contrary, from and after the date: (i) the Company delivers Notice of Exercise of the Cash Settlement Option pursuant to this Section 2(g) or (ii) the Holder delivers a Notice of Exercise for a number of Warrant Shares that would, but for the Warrant Shares being paid in cash pursuant to this Section 2(g), result in the Holder exceeding the Warrant Shares Cap, this Warrant shall be deemed exercised for all Warrant Shares set forth in the applicable Notice of Exercise, except that the Holder shall not be deemed a shareholder of the Company with respect to the shares of Common Stock to be settled in cash pursuant to the Cash Settlement Option or the Cash Settlement Requirement. Section 3. Certain Adjustments. (a) Stock Dividends, Subdivision, Combinations and Consolidations. If the Company, at any time while this Warrant is outstanding (in whole or in part): (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) or any other equity or equity equivalent securities payable in shares of Common Stock (or such other class of Capital Stock) (which, for avoidance of doubt, shall not include any shares of Common Stock (or such other class of Capital Stock) issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) into a larger number of shares or (iii) combines or consolidates (including, without limitation, by reverse stock split) outstanding shares of Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) into a smaller number of shares, then in each case the Exercise Price shall be adjusted by multiplying the Exercise Price immediately before the applicable corporate action by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and thereafter the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or consolidation. If the Company, at any time while this Warrant is outstanding (in whole or in part) distributes rights on shares of its Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) in connection with a shareholder rights plan, no adjustment shall be made pursuant to this Section 3 and any such rights shall accompany the Warrant Shares issued pursuant to this Warrant if such shareholder rights plan remains in effect. (b) Reclassifications, Reorganizations, Consolidations, Mergers and Sales. In the event of (i) any capital reorganization of the Company, (ii) any reclassification or recapitalization of the stock of the Company (other than (x) a change in par value or from par value to no par value or from no par value to par value or (y) as a result of a stock dividend, subdivision, combination or consolidation of shares as to which Section 3(a) shall apply), (iii) any consolidation or merger of the Company with or into another Person (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock or any other class of Capital Stock then issuable upon exercise of this Warrant), (iv) any sale of all or substantially all of the assets of the Company, or (v) any similar transaction, this Warrant shall remain outstanding and, after such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, be exercisable for the kind and number of shares of stock or other securities or property (“Alternate Consideration”) of the Company or of the successor corporation resulting from such consolidation or sale, or surviving such merger, if any, to which the holder of the number of Warrant Shares underlying this Warrant (at the time of such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, and subject to the limitations set forth in

 
9 Section 1 and Section 2) would have been entitled upon such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock (or such other class of Capital Stock) issuable upon exercise of this Warrant shall be allocated among the Alternative Consideration receivable as a result of such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, in proportion to the respective fair market values of such Alternate Consideration. If and to the extent that the holders of Common Stock (or such other class of Capital Stock) have the right to elect the kind or amount of consideration receivable upon consummation of such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, then the consideration that the Holder shall be entitled to receive upon exercise shall be specified by the Holder, which specification shall be made by the Holder by the later of (A) ten (10) Business Days after the Holder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock (or such other class of Capital Stock), and (B) the last time at which the holders of Common Stock (or such other class of Capital Stock) are permitted to make their specifications known to the Company; provided, however, that if the Holder fails to make any specification within such time period, the Holder’s choice shall be deemed to be whatever choice is made by a plurality of all holders of Common Stock (or such other class of Capital Stock) that are not affiliated with the Company (or, in the case of a consolidation, merger, sale or similar transaction, any other party thereto) and affirmatively make an election (or of all such holders if none of them makes an election). From and after any such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, all references to “Warrant Shares” herein shall be deemed to refer to the Alternate Consideration to which the Holder is entitled pursuant to this Section 3(b). The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, recapitalizations, consolidations, mergers or sales. (c) Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that such participation by the Holder in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant. (d) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock (or such other Company security as is then issuable upon exercise of this Warrant) deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (or such other Company security) (excluding treasury shares, if any) issued and outstanding on such date.

 
10 (e) Notice to Holder. (i) Adjustment to Terms of Warrant. Whenever any of the terms of this Warrant are adjusted pursuant to any provision of this Section 3 or any other applicable provision hereof, the Company shall promptly, and in any event no later than 10 calendar days following such adjustment, send to the Holder a notice signed by a duly authorized officer of the Company and setting forth (x) the Exercise Price, number of Warrant Shares and, if applicable, the kind and amount of Alternate Consideration purchasable hereunder after such adjustment and (y) the facts requiring such adjustment in reasonable detail. (ii) Notice to Allow Exercise by Holder. If, during the period in which this Warrant is outstanding, (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 10 Trading Days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. Section 4. Transfer of Warrant and Warrant Shares. (a) Restrictive Legend. Until such time as no longer required by applicable securities laws, this Warrant and the Warrant Shares (unless and until sold in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”), or, in the case of Warrant Shares, transferred pursuant to Rule 144 promulgated under the Securities Act, or any successor rule or regulation hereafter adopted by the Commission, as such rule may be amended from time to time (“Rule 144”)) will be stamped or imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE

 
11 REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. At such time as the foregoing legend is not so required, upon request of the Holder and, if requested by the Company, receipt by the Company (from Company counsel) of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state securities laws, the Company shall promptly cause the legend to be removed from any certificate or other instrument for this Warrant or Warrant Shares. (b) Transferability. Subject to the provisions of Section 4(a), the Holder may sell, assign, transfer, pledge or dispose of all or any portion of this Warrant and/or the Warrant Shares (including, without limitation, any registration rights attaching to such Warrant and/or Warrant Shares) at any time or from time to time without the prior approval of the Company. In connection with any transfer of all or any portion of this Warrant, the Holder must provide an assignment form substantially in the form attached hereto as Exhibit B duly completed and executed by the Holder or any such subsequent Holder, as applicable, and the proposed transferee must consent in writing to be bound by the terms and conditions of this Warrant. Any transfer of all or any portion of this Warrant shall also be subject to the Securities Act and other applicable federal or state securities or blue sky laws. Upon any transfer of this Warrant in full, the Holder shall be required to physically surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full and funds sufficient to pay any transfer taxes payable upon the making of such transfer. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued; provided that if the Holder or their assignee request, and upon receipt of this Warrant, the Company shall issue each the Holder and its assignee new warrants each providing for the purchase of the number of shares of Common Stock set forth in such request, which amounts, when taken together shall equal the number of Warrant Shares issuable under this Warrant. This Warrant or any portion thereof shall not be sold, assigned, transferred, pledged or disposed of in violation of the Securities Act, federal or state securities laws or the Company’s certificate of incorporation. (c) Warrant Register. The Company shall register this Warrant upon records to be maintained by or on behalf of the Company for that purpose (the “Warrant Register”) in the name of the record Holder hereof from time to time. Absent manifest error or actual notice to the contrary, the Company may deem and treat the Holder of this Warrant so registered as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes. Section 5. Miscellaneous. (a) No Rights as Stockholder Until Exercise. Except as expressly set forth herein, this Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(c). (b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon delivery by the Holder to the Company of (i) notice of the loss, theft, destruction or mutilation of this Warrant and (ii) in the case of loss, theft or destruction, an indemnity agreement in a form and amount reasonably satisfactory to the Company or, in the case of mutilation, surrender of the mutilated Warrant, the Company will make and deliver a new Warrant of like tenor dated as of the Issue Date. (c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

 
12 (d) Authorized Shares. The Company covenants that, during the period this Warrant is exercisable (in whole or in part), it will reserve from its authorized and unissued Common Stock, free from any preemptive rights and free from all taxes, liens and charges, a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any national securities exchange upon which the Common Stock is listed or traded and that upon issuance, the Warrant Shares will be listed on any national securities exchange upon which the Common Stock is listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and full payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable, not subject to any preemptive rights and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). (e) Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of a customary indemnity agreement reasonably satisfactory to the Company or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of the same tenor and date. (f) Tax Information. Prior to the issuance of this Warrant, the Holder shall provide an Internal Revenue Service Form W-9 or W-8, as applicable, to the Company. At any time thereafter, the Holder shall provide updated documentation when any documentation previously delivered to the Company has expired or becomes obsolete or invalid or otherwise upon the reasonable request of the Company. (g) Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflict of laws thereof. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. (h) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. (i) Notices. All notices referred to herein shall be in writing and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three (3) Business Days after the mailing thereof if sent by registered or certified mail with postage prepaid, or by private courier service addressed: (i) if to the Company, to its office at 1200 East Market Street Suite 650, Akron, Ohio 44305 (Attention: Chief Financial Officer), (ii) if to Applied Digital Corporation at any such time Applied Digital Corporation is the Holder, to its office at Applied Digital Corporation, 3811 Turtle Creek Blvd., Suite 2100, Dallas, Texas, 75219 (Attention: Chief Financial Officer), (iii) if to any Holder other than Applied Digital Corporation, to such Holder at the address of such Holder as listed in the stock record books of the Company or (iv) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

 
13 (j) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. (k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares. (l) Amendment. Subject to the requirements of Section 2(d)(i), this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder. (m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. (n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. (o) Remedies. The Holder’s sole and exclusive remedy in the event of a breach of the provisions of this Warrant shall be specific performance. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees that the Holder shall be entitled to specific performance as the sole and exclusive remedy for any such breach. [Signatures Contained on the Following Page]

 
[Signature Page to Common Stock Purchase Warrant] IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Issue Date. BABCOCK & WILCOX ENTERPRISES, INC. By:____________________________________ Name: Title:

 
EXHIBIT A NOTICE OF EXERCISE To: Babcock & Wilcox Enterprises, Inc. Reference is made to that certain Common Stock Purchase Warrant (the “Warrant”) issued by Babcock & Wilcox Enterprises, Inc., (the “Company”) on [●]. Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Warrant. The undersigned Holder of the Warrant hereby elects to exercise the Warrant for ______ Warrant Shares, subject to (check one): ☐ delivery of the aggregate Exercise Price for the Warrant Shares as to which the Warrant is so exercised, together with all applicable transfer taxes, if any; or ☐ tender of ______ Warrants pursuant to the cashless exercise provisions of Section 2(f) of the Warrant, together with all applicable transfer taxes, if any. The undersigned Holder hereby instructs the Company to issue the applicable number of Warrant Shares, or the net number of shares of Common Stock issuable upon exercise of the Warrant pursuant to the cashless exercise provisions of Section 2(f) of the Warrant, in the name of the undersigned Holder. The undersigned Holder hereby represents and warrants to the Company that, as of the date hereof: 1. Experience; Accredited Investor Status. The Holder (i) is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, (ii) is capable of evaluating the merits and risks of its investment in the Company, (iii) has the capacity to protect its own interests, and (iv) has the financial ability to bear the economic risk of its investment in the Company. 2. Company Information. The Holder has been provided access to all information regarding the business and financial condition of the Company, its expected plans for future business activities, material contracts, intellectual property, and the merits and risks of its purchase of the Warrant Shares, which it has requested or otherwise needs to evaluate an investment in the Warrant Shares. It has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. It has also had the opportunity to ask questions of, and receive answers from, the Company and its management regarding the terms and conditions of this investment and all such questions have been answered to its satisfaction. 3. Investment. The Holder has not been formed solely for the purpose of making this investment and is acquiring the Warrant Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution of any part thereof. It understands that the Warrant Shares have not been registered under the Securities Act or applicable state and other securities laws and are being issued by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of its representations as expressed herein.

 
4. Transfer Restrictions. The Holder acknowledges and understands that (i) transfers of the Warrant Shares are subject to transfer restrictions under the federal securities laws and (ii) it may have to bear the economic risk of this investment for an indefinite period of time unless the Warrant Shares are subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. Name of Registered Owner: ______________________________________ Signature of Authorized Signatory of Registered Owner: ______________________________________ Name of Authorized Signatory: ______________________________________ Title of Authorized Signatory: ______________________________________ Date: ______________________________________

 
EXHIBIT B ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to: Name: ______________________________________ (Please Print) Address: ______________________________________ Dated: ______________________________________ Holder’s Signature: ______________________________________ (Please Print) Holder’s Address: ______________________________________

 
1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 4, 2025, by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), on the one hand, and Applied Digital Corporation, a Nevada corporation (together with any successor entity thereto, the “Investor”), on the other hand. WHEREAS, on November 4, 2025, the Company issued, pursuant to Section 4(a)(2) of the Securities Act (as defined below), 500,000 shares of Common Stock (as defined below) of the Company (the “Shares”) to the Investor pursuant to that certain Letter Agreement entered into by and between the Company and the Investor dated even date herewith (the “Letter Agreement”); WHEREAS, on November 4, 2025, the Company issued, pursuant to Section 4(a)(2) of the Securities Act, a warrant (the “Initial Warrant”) to purchase 2,600,000 shares of Common Stock of the Company to the Investor under the conditions set forth therein; WHEREAS, the Company has agreed to issue an additional warrant pursuant to the Letter Agreement, substantially on the same terms as the Initial Warrant (the “Additional Warrant,” and together with the Initial Warrant, the “Warrants”). Each issuance of the Warrants is referred to herein as a “Warrant Issuance” and the date of such Warrant Issuance as the “Warrant Issuance Date;” and WHEREAS, in connection with the issuance of the Shares and the Warrants to the Investor, the Company has agreed to provide the Investor the registration rights provided for in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Investor hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms have the respective meanings set forth in this Section 1 and other terms are defined throughout this Agreement: “Additional Warrant” has the meaning given to it in the Recitals. “Automatic Shelf Registration Statement” has the meaning given to it in Section 2(a). “Business Day” means a day other than Saturday, Sunday or any other day which commercial banks in New York, New York are authorized or required by law to close. “Commission” means the U.S. Securities and Exchange Commission. “Common Stock” means the common stock, par value $0.01 per share, of the Company. “Effective Date” means, as to a Registration Statement, the date on which such Registration Statement is first declared effective by the Commission. “Effectiveness Period” means, as to any Registration Statement required to be filed pursuant to this Agreement, the period commencing on the Effective Date of such Registration Statement and ending on the earliest of: (a) the date that all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) the date that all of the Registrable Securities covered by such Registration Statement have been previously sold in accordance with Rule 144, or (c) unless the Registrable Securities represent more than two (2%) percent of the then outstanding Common Stock, so long as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without any restriction pursuant to Rule 144, including holding period, volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable

 
2 to the Company’s transfer agent and the affected Holders, three (3) years from the Effective Date of such Registration Statement. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Filing Date” means, for each Warrant Issuance, (i) with respect to a Registration Statement on Form S-3, on or prior to the thirtieth (30th) calendar day following the Warrant Issuance Date(ii) with respect to a Registration Statement on a form other than Form S-3, on or prior to the sixtieth (60th) calendar day following the Warrant Issuance Date; provided, however, that with respect to a Registration Statement on a form other than Form S-3, the Company may delay such filing until the date of the filing of the Annual Report on Form 10-K and Definitive Proxy Statement on Schedule 14A for the most recently completed fiscal year. “Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities and, if other than the Investor, a Person to whom the rights hereunder have been properly assigned pursuant to Section 8 hereof. “Initial Warrant” has the meaning given to it in the Recitals. “Letter Agreement” has the meaning given to it in the Recitals. “Losses” has the meaning given to it in Section 6(a). “New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan, State of New York. “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. “Registrable Securities” means: (i) any shares of Common Stock (including shares of Common Stock issuable upon exercise of any outstanding Warrants); and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events with respect to any of the securities referenced in clause (i) above, in each case whether now owned or hereafter acquired by a Holder. Notwithstanding the foregoing, a security shall cease to be a Registrable Security for purposes of this Agreement (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement (in which case, only any security disposed of by such Holder shall cease to be a Registrable Security) or (b) such Registrable Securities have been previously sold in accordance with Rule 144 (in which case, only any security disposed of by such Holder shall cease to be a Registrable Security). “Registration Statement” means any registration statement of the Company filed or confidentially submitted with the Commission under the Securities Act that covers the resale of Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement. “Required Holders” means the Holders of a majority of the outstanding Warrants on an as-exercised basis.

 
3 “Resale Shelf Registration Statement” has the meaning given to it in Section 2(a). “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. “Securities Act” means the Securities Act of 1933, as amended. “Trading Market” means any of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, or any other national securities exchange, or OTCQB or OTCQX (or any successors to any of the foregoing). “Warrants” has the meaning given to it in the preamble to this Agreement. “Warrant Issuance” has the meaning given to it in the Recitals. “Warrant Issuance Date” has the meaning given to it in the Recitals. 2. Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file or confidentially submit with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (a “Resale Shelf Registration Statement”). If the Company is eligible to file a Resale Shelf Registration Statement on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Shelf Registration Statement”), the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Company is not eligible to use an Automatic Shelf Registration Statement, the Resale Shelf Registration Statement shall be on Form S-3, or if Form S-3 is not available to the Company, the Company shall (i) register the resale of Registrable Securities on a Form S-1 or another appropriate form and (ii) promptly following the date upon which the Company becomes eligible to use a Form S-3, if during the Effectiveness Period, register the Registrable Securities for resale (the “Qualification Date”), but in no event more than fifteen (15) Business Days after the Qualification Date, the Company shall file a Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a Form S-1); provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as the Resale Shelf Registration Statement on Form S-3 (or a post-effective amendment on Form S-3 to a Form S-1) has been declared effective by the Commission. The Resale Shelf Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Resale Shelf Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire) a “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall cause the Resale Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable (it being agreed that if the Company is a well-known seasoned issuer (“WKSI”) as of the Filing Date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the Commission pursuant to Rule 462(e) of the Securities Act), and shall use its reasonable best efforts to keep such Resale Shelf Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of the Resale Shelf Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final

 
4 prospectus to be used in connection with sales pursuant to such Resale Shelf Registration Statement (whether or not such filing is technically required under such Rule). (b) If at any time following the filing of the Resale Shelf Registration Statement when the Company is required to re-evaluate its Form S-3 eligibility or WKSI status, the Company determines that it is not eligible to register the Registrable Securities on Form S-3 or is not a WKSI, the Company shall use its reasonable best efforts to (i) as promptly as possible but in no event more than thirty (30) Business Days after such determination: (A) if the Resale Shelf Registration Statement is an Automatic Shelf Registration Statement, post-effectively amend the Automatic Shelf Registration Statement to a Resale Shelf Registration Statement that is not automatically effective or file a new Resale Shelf Registration Statement on Form S-3, or (B) if the Company is not eligible at such time to file a Resale Shelf Registration Statement on Form S-3, post-effectively amend the Resale Shelf Registration Statement to a Resale Shelf Registration Statement on Form S-1 or file a new Resale Shelf Registration Statement on Form S-1; (ii) have such post-effective amendment or Resale Shelf Registration Statement declared effective by the Commission as soon as reasonably practicable; and (iii) keep such Resale Shelf Registration Statement effective during the Effectiveness Period. (c) [Reserved]. (d) The Company will give notice of its intention to file any Registration Statement to the Holders at least five (5) Business Days prior to the intended filing date of such Registration Statement. Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”) at least three (3) Business Days prior to the anticipated filing date of such Registration Statement. If a Holder does not provide all such information the Company may reasonably request (a “Non-Complying Holder”), that Holder will not be named as a selling securityholder in the Prospectus and will not be permitted to sell its securities under such Registration Statement. From and after the effective date of such Registration Statement, the Company shall use its commercially reasonable efforts, as promptly as is practicable after a Non-Complying Holder delivers the information required pursuant to the previous two sentences, (i) if required by applicable law, to file with the Commission a post-effective amendment to such Registration Statement; and, if the Company shall file a post- effective amendment to such Registration Statement, use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; or (ii) to prepare and, if permitted or required by applicable law, to file a supplement to the related Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the Non-Complying Holder is named as a selling securityholder in such Registration Statement and the related Prospectus, and so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, that the Company shall not be required to file more than one post-effective amendment under this clause (b) in any calendar quarter. 3. Registration Procedures. In connection with the Company’s registration obligations hereunder: (a) The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which the “Selling Stockholders” section thereof materially differs from the disclosure received from a Holder in its Selling Holder Questionnaire (as amended or supplemented). The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which it (i) characterizes any Holder as an underwriter, unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire or unless required by the Commission in order for the Registration Statement to become or remain effective, (ii) excludes a particular Holder due to such Holder refusing to be named as an underwriter, unless so required pursuant to written comments received from the Commission or (iii) reduces the number of Registrable Securities being registered on behalf of a Holder without such Holder’s express written authorization. The Company shall also ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. (b) Subject to an Allowed Grace Period (as defined below), the Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously

 
5 effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) to the extent required under applicable securities laws, prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to name new or additional selling securityholders to whom the rights hereunder have been properly assigned pursuant to Section 8 hereof, (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424, (iv) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statement(s) and the disposition of all Registrable Securities covered by each Registration Statement. (c) The Company shall notify the Holders as promptly as reasonably possible (and in any event within two (2) Business Days) (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; and (B) with respect to each Registration Statement or any post- effective amendment, when the same has become effective; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (iv) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Holders as promptly as reasonably possible (and in any event within two (2) Business Days) of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. (e) The Company shall promptly deliver to the Holders, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as the Holders may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (f) Prior to any public offering of Registrable Securities, the Company shall register or qualify such Registrable Securities for offer and sale under the securities or blue sky laws of all jurisdictions within the United States as any Holder may reasonably request in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided, however, in connection with any such registration or qualification, the Company shall not be required to (i) qualify to do business in any jurisdiction where the Company would not otherwise be required to qualify, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any jurisdiction or (iv) make any change to the Company’s articles of incorporation or bylaws. (g) Except to the extent the Registrable Securities are eligible to be transferred in book-entry form through the facilities of the Depository Trust Company or the book-entry system of the Company’s transfer agent (the “Transfer Agent”), the Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement(s). Such book-entry securities or certificates, as applicable, shall be free, to the extent permitted by applicable federal

 
6 securities laws, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (h) As promptly as reasonably possible upon the occurrence of any event contemplated by Section 3(c)(iv), the Company shall prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) For so long as the Registrable Securities that have been registered under a Registration Statement remain Registrable Securities, the Company shall notify the Holders thereof in writing of the happening of any event, as promptly as reasonably practicable after becoming aware of such event (and in any event within two (2) Business Days), as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and shall, subject to an Allowed Grace Period, promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission. The Company shall also notify the Holders of Registrable Securities that have been registered under a Registration Statement in writing as promptly as reasonably possible (and in any event within two (2) Business Days) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment relating to such Registrable Securities has become effective. (j) [Reserved]. (k) Other than the information regarding a Holder provided by such Holder to the Company for inclusion in a Registration Statement, the Company shall hold in confidence and not make any disclosure of information concerning a Holder provided to the Company unless: (i) disclosure of such information is necessary to comply with federal or state securities laws; (ii) the disclosure of such information is necessary to avoid or correct a material misstatement or omission in any Registration Statement; (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction; or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, to the extent legally permitted to do so or not requested by a governmental body to refrain from doing so, give prompt written notice to such Holder and allow such Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. (l) The Company shall use its commercially reasonable efforts to cause all of the Registrable Securities covered by a Registration Statement to be listed on each Trading Market on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such Trading Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(l). (m) The Company shall cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates or book-entry securities (not bearing any restrictive legend to the extent permitted by the federal securities laws) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates or book-entry securities to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered in such names as the Holders may request. (n) If requested by a Holder and to the extent legally required for the Holder to offer and sell Registrable Securities, the Company shall as soon as practicable, subject to an Allowed Grace Period: (i) incorporate in a prospectus supplement or post-effective amendment such information as a Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with

 
7 respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by a Holder holding any Registrable Securities. (o) Notwithstanding anything to the contrary contained herein, upon the advice of Company counsel, for a period (an “Allowed Grace Period”) of not more than thirty (30) consecutive days or for a total of not more than forty- five (45) days in any twelve (12) month period, the Company may defer the filing, initial effectiveness or suspend the continued use of any Registration Statement or Prospectus included in any Registration Statement contemplated by this Agreement in the event that the Company determines in good faith that such deferral or suspension is necessary to (i) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading; provided, that the Company shall promptly (A) notify the Holder in writing of the commencement (and the termination) of an Allowed Grace Period, but shall not (without the prior written consent of the Holder) disclose to the Holder any material nonpublic information giving rise to an Allowed Grace Period, (B) advise the Holder in writing to cease all sales under such Registration Statement until the end of the Allowed Grace Period and (C) use its reasonable best efforts to terminate an Allowed Grace Period as promptly as practicable. (p)  Subject to receipt from a Holder by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, including, if required by the Transfer Agent, an opinion of the Company’s counsel, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of any restrictive legends in such circumstances as may be effected under the Securities Act, the Company shall remove any legend from the book entry position evidencing the shares of Common Stock issued upon exercise of the Warrants within a reasonable time, and in no event later than two (2)Business Days, following the earliest of such time as the shares of Common Stock issued upon exercise of the Warrants (i) are subject to an effective Registration Statement, (ii) have been or are about to be sold or transferred pursuant to Rule 144 or (iii) may be sold without restriction under Rule 144, including, without limitation, any volume, information and manner of sale restrictions. If restrictive legends are no longer required for the shares of Common Stock issued upon exercise of the Warrants pursuant to the foregoing, the Company shall, in accordance with the provisions of this Section 3 and reasonably promptly, and in no event later than two (2) Business Days, following any request therefor from a Holder accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions, any authorizations, certificates, opinions or other directions required by the Transfer Agent which authorize and direct the Transfer Agent to transfer Registrable Securities without legend upon request by such Holder holding such Registrable Securities. The Company shall be solely responsible for the fees of the Transfer Agent associated with such issuance. 4. Block Trades. Notwithstanding any other provision of this Agreement, at any time and from time to time, if a Holder wishes to engage in a non-marketed unregistered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with respect to the Registrable Securities, then the Company agrees to reasonably assist such Holder (a) at the request of Holder, by meeting with potential investors and (b) without incurring cost or exposing the Company to liability, taking such other actions, as may be reasonably requested by such Holder. 5. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation: (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed or traded for trading and (B) in compliance with applicable state securities or blue sky laws, reasonably agreed to by the Company in writing); (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by a Holder); (iii) messenger, telephone and delivery expenses of the Company; (iv) fees and disbursements of counsel for the Company; (v) Securities Act

 
8 liability insurance for the Company, if the Company so desires such insurance; and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any Trading Market as required hereunder. In no event shall the Company be responsible for any broker or similar commissions incurred by any Holder or any legal fees or other cost of the Holders. 6. Indemnification. (a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), arising out of or based upon any violation by the Company of the Securities Act relating to any required action or inaction by the Company, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was furnished in writing to the Company by or on behalf of such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 8. (b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, arising solely out of or based solely upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and furnished in writing by or on behalf of such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any

 
9 Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party, in its discretion, has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that, the Indemnifying Party shall pay for no more than two separate sets of counsel for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement (i) imposes no liability or obligation on the Indemnified Party, (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and (iii) does not include any admission of fault, capability, wrongdoing or malfeasance by or on behalf of the Indemnified Party. Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 6(c)) shall be paid to the Indemnified Party, within ten (10) Business Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder. (d) Contribution. If a claim for indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 6(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 6(d) was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 6(d), (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities

 
10 subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The indemnity and contribution agreements contained in this Section 6 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. 7. Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 or any other similar rule or regulation of the Commission that may at any time permit the Holders to sell Registrable Securities of the Company to the public without registration, the Company agrees, for so long as Registrable Securities are outstanding and held by the Holders, to: (a) make and keep public information available, as those terms are understood, defined and required in Rule 144, at all times during the Effectiveness Period; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company is and remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to each Holder so long as such Holder owns Registrable Securities, promptly upon reasonable request in writing by such Holder, such information as may be reasonably and customarily requested to permit the Holders to sell such securities pursuant to Rule 144 without registration. 8. Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investor to any transferee of all or any portion of such Investor’s Warrants or Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights and such transferee agrees to be bound by the terms of this Agreement, and a copy of such agreement is furnished to the Company within five (5) Business Days after such assignment; (ii) the Company is, within five (5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is, if applicable, restricted under the Securities Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. 9. Miscellaneous. (a) Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. (b) Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), 3(i) or 3(o), such Holder will forthwith discontinue disposition of such Registrable Securities under any Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

 
11 (d) Amendments and Waivers. Except as set forth otherwise herein, the provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company and the Required Holders; provided, however, that for purposes of this Section 9(d), Registrable Securities that are owned, directly or indirectly, by the Company or any of its subsidiaries shall not be deemed to be outstanding. Notwithstanding the foregoing, a waiver or consent to or departure from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders may be given by such Holder; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the first and second sentences of this paragraph. (e) Notices. All notices and other communications, provided for or permitted hereunder, shall be made in writing and delivered by electronic mail (with receipt confirmed), overnight courier, or registered or certified mail, return receipt requested: (i) if to the Investor, to Applied Digital Corporation at 3811 Turtle Creek Blvd., Suite 2100, Dallas, Texas 75219, Attention: Mark Chavez; (ii) if to a Holder, at the most current address given by the Transfer Agent; or (iii) if to the Company, shall be sufficient in all respects if delivered to the Company at the offices of the Company at 1200 East Market Street Suite 650, Akron, Ohio 44305, Attention: John Dziewisz. (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without limitation and without the need for an express assignment or assumption, subsequent Holders. (g) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or email transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or email signature were the original thereof. (h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to any principle or rule that would require the application of the law of any other state. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) will be commenced in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

 
12 (i) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. (j) Entire Agreement. This Agreement, the Limited Notice to Proceed, the Warrant and the Letter Agreement and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the instruments referenced herein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. (k) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (l) Registrable Securities Held by the Company or its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, its subsidiaries or members of management of the Company and the board of directors of the Company shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. (m) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (n) Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under this Agreement. Nothing contained herein, in the Warrants or in the Letter Agreement, and no action taken by any Holder pursuant thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement, the Warrants or the Letter Agreement, or with respect to any Holder’s beneficial ownership of its Registrable Securities. Each Holder acknowledges that no other Holder will be acting as agent of such Holder in enforcing its rights under this Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Holders has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Holders and not because it was required or requested to do so by any Holder. [Signature Page Follows]

 
[Signature Page to Registration Rights Agreement] IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. COMPANY: BABCOCK & WILCOX ENTERPRISES, INC. By: /s/ Kenneth Young Name: Kenneth M. Young Title: Chairman and Chief Executive Officer INVESTOR: APPLIED DIGITAL CORPORATION By: /s/ Wes Cummins Name: Wes Cummins Title: Chief Executive Officer

 
Page 1 DESIGN-BUILD AGREEMENT This Design-Build Agreement (“Agreement”) is entered into as of February 26, 2026 (“Effective Date”) by and between Base Electron, Inc., a Nevada corporation having offices at 3811 Turtle Creek Blvd., Suite 2100, Dallas, Texas 75219 (“Owner”) and The Babcock & Wilcox Company a Delaware corporation having offices at 1200 E. Market Street, Suite 650, Akron, OH 44305 (“Contractor”). Owner and Contractor are each referred to herein individually as a “Party” and collectively as the “Parties”. WHEREAS, Owner is developing a 1,200 MW generation facility (the “Facility”); and WHEREAS, Contractor is in the business of providing energy and emissions control solutions that can be utilized by Owner in the development of the Facility; and WHEREAS, Owner desires to purchase from Contractor, and Contractor desires to sell and provide to Owner its affiliates, goods and services in accordance with the provisions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions and Interpretation. 1.1. Unless otherwise set forth in this Agreement, capitalized terms have the meanings set forth in the General Conditions attached hereto as Exhibit A. 2. Purchase and Sale of Equipment and Services. 2.1. The Agreement is comprised of this cover agreement together with the following Exhibits, and any other document incorporated by reference herein or therein (each, a “Contract Document”, and collectively, the “Agreement”): Exhibit A General Conditions Exhibit B Specifications Exhibit C The Site Exhibit D Rate-Based Charges Exhibit E Reimbursable Costs Exhibit F Fixed Fee Aspects of the Work Exhibit G Fixed Fee Payment Schedule Exhibit H LNTP Compensation Exhibit I Schedule Exhibit J Performance Guarantees and Testing 2.2. Subject to the provisions of this Agreement, Owner agrees to purchase from Contractor, and Contractor agrees to sell and provide to Owner, the goods (“Equipment”) and/or services

 
Page 2 (“Services”) generally comprised of the design, engineering, procurement, supply, delivery and installation of four (4) 300MWnet electrical generating units (each a “Unit (collectively, the “Work”) and as described more particularly in the specifications attached hereto as Exhibit B (the “Specifications”) at the premises described in Exhibit C (the “Site”) but excluding any items or activities identified in the Specifications as not being the responsibility of Contractor. Subject to the provisions of this Agreement, the Parties anticipate that the total consideration payable to Contractor for the full performance of the Work will be approximately $2,400,000,000. 3. Notices. 3.1. All Notices must be in writing and addressed to the Parties at the addresses set forth below or to such other address that may be designated by the receiving Party in writing. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre- paid) or certified or registered mail (return receipt requested, postage prepaid), in each case with a copy provided by email (unless returned as undeliverable). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Article 3 (Notices). Notices to Owner Notices to Contractor Base Electron, Inc. 3811 Turtle Creek Blvd., Suite 2100 Dallas, Texas 75219 Attention: With a copy to: The Babcock & Wilcox Company 1200 East Market Street, Suite 650 Akron, OH 44305 ATTN: Brandy Johnson With copy to: Gregory L. Golub, Assistant General Counsel 4. Counterparts. 4.1. This Agreement may be executed in two or more counterparts (including electronically- transmitted counterparts), and upon delivery of such counterparts which together show the execution by the Parties, constitute one agreement which will inure to the benefit of and be binding upon the Parties. [Signature page follows]

 
Signature page to Design-Build Agreement IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. Base Electron, Inc. Signature: Name: (print or type) Title: The Babcock & Wilcox Company Signature: Name: (print or type) Title:

 
Page 1 General Conditions Exhibit A – General Conditions 1. Applicability. 1.1 These General Conditions form a part of the Agreement between Owner and Contractor into which they are incorporated by reference. Any modification to this Agreement is effective only when evidenced by a written instrument signed by authorized representatives of Owner and Contractor. Any Equipment, Services or Work provided by or on behalf of Contractor to Owner will be deemed to have been provided solely on the terms and conditions contained in this Agreement. 2. Scope of Work; Specifications; Technical Contact. 2.1 Pursuant and subject to the provisions of this Agreement, Contractor shall provide the Work as set forth in the Specifications. Contractor will furnish only that Equipment expressly included in the Specifications. The dimensions, drawings, typical illustrations, weights, materials, and details of construction included within the Specifications, while representing information available as of the Effective Date, may vary from that set forth during the development of the final design under the Agreement. 2.2 Owner hereby fully authorizes, and Contractor hereby agrees, to commence the Work promptly upon execution of this Agreement. In this regard, Contractor and Owner acknowledge that the engineering and procurement for all four (4) Units will be performed together, subject to modifications as required by the terms of this Agreement, and the installation and construction of each Unit will scheduled as necessary to achieve the applicable completion dates. [***] Contractor requires Owner’s prior written consent before making a material change to any Specifications. 2.3 Contractor shall designate and maintain one or more individuals to serve as its primary point of contact for day-to-day communications, consultation, and decision-making regarding the Work (each, a “Technical Contact”). The Technical Contact(s) shall be the sole contact(s) between Contractor and Owner in connection with day-to-day matters relating to the provision of Work and be responsible for communicating with and providing timely and accurate information and feedback to Owner. 3. Proprietary Information. 3.1 At all times prior to, during, and after performance of the Agreement, each Party shall maintain the confidentiality of any information obtained from the other Party or any of its parents, subsidiaries, affiliates, customers, and contractors, regardless of whether such information has been marked as “confidential” upon disclosure (“Proprietary Information”). Each Party understands and agrees that Proprietary Information incorporates knowledge and special techniques, among other things, in the arts and sciences which were developed, acquired or accumulated by a Party at its own time and expense. Proprietary Information includes this Agreement, as well as any documents, drawings and information provided to a receiving Party in connection with this Agreement. Proprietary Information excludes any information that the receiving Party can prove through documentary evidence (a) is or becomes available to the

 
Page 2 General Conditions general public through no wrongful act of the receiving Party; (b) is disclosed to the receiving Party from a third party without restriction and that is under no obligation of confidentiality owing to the disclosing Party; or (d) is independently developed by the receiving Party without reference to any Proprietary Information. 3.2 The receiving Party may retain and use the Proprietary Information and may make copies thereof solely as necessary for Contractor’s performance hereunder and for Owner's internal use in connection with the operation, maintenance and repair of the Equipment or incorporation of any Services. The receiving Party agrees to maintain the confidentiality of the Proprietary Information by not disclosing the Proprietary Information to any third party without the disclosing Party’s prior, written consent; provided, however, that no consent shall be required (a) for Owner to disclose Contractor’s Proprietary Information to its affiliates, lenders, equity investors, rating agencies, operators, and their respective advisors, or (b) for Contractor to disclose Owner’s Proprietary Information to Contractor’s affiliates and their respective lenders, insurers, subcontractors and their respective advisors, provided that in each case such parties are bound by confidentiality obligations no less restrictive than those herein. The receiving Party is responsible for the use and disclosure of Proprietary Information resulting from its disclosure to any other person to the same extent that the receiving Party is responsible for its own use and disclosure of Proprietary Information. 3.3 Any and all intellectual property rights in, to, or arising out or relating to, the Equipment, Services, or the Proprietary Information are, and shall remain, the sole and exclusive property of Contractor. Owner shall not acquire any ownership interest in any such intellectual property rights under this Agreement. On the condition that Owner and any person to whom it has disclosed Proprietary Information maintain the confidentiality of the Proprietary Information as described above, Contractor grants to Owner a paid-up, nonexclusive, nontransferable, indefinite term license, without the right to sublicense, to use the Proprietary Information solely for the purpose of operating, maintaining, or repairing the Equipment and for no other purpose. The license granted in the preceding sentence shall terminate upon Owner's disclosure of any Proprietary Information to any person without Contractor's prior, written consent. 3.4 Upon termination of this Agreement for a Contractor Event of Default (as hereinafter defined), including any exercise of Step-In Rights (as hereinafter defined) in connection with such termination, Contractor grants to Owner and the Step-In Parties (as hereinafter defined) a non‑exclusive, irrevocable, royalty‑free license to Contractor’s intellectual property, drawings, specifications and technical information to the extent necessary for solely for the purpose of completing those obligations of Contractor that were terminated due to the Contractor Event of Default. The license granted herein may be sublicensed to the other contractors of Owner or the Step-In Parties, subject in any event to the restriction on use and disclosure of Proprietary Information in this Article 3, and shall survive termination or expiration of this Agreement and shall not be subject to revocation so long as Owner is not in material breach of its payment obligations for Work performed.

 
Page 3 General Conditions 3.5 Notwithstanding the provisions of Article 33 (Governing Law; Disputes), either party is entitled to injunctive relief in any court of competent jurisdiction to prevent or stop any threatened or actual violation of this Article 3 (Proprietary Information). If Proprietary Information is sought pursuant to a subpoena or other legal process, the affected Party will promptly notify the other Party and shall give the other Party the opportunity to contest such subpoena or other legal process. The obligations of confidentiality in this Article 3 shall survive for five (5) years following expiration or termination, except for trade secrets which shall survive so long as such information remains a trade secret under applicable law, and such obligations of confidentiality are in addition to, and not in lieu of, any separate confidentiality agreement entered into by the Parties. 4. Drawings. 4.1 Owner shall furnish Contractor with all information, instrumentation, and drawings that Contractor may require for execution of the Work. Contractor shall furnish Owner the general arrangement drawings as are necessary for the Work, including, without limitation, as-built drawings, start-up commissioning procedures, operating procedures and other materials reasonably needed for Owner to own and operate the Units (“Work Information”). In no event is Contractor obligated to furnish Owner with “shop” or “detail” drawings. 5. Price and Payment. 5.1 Contractor’s compensation for the performance of the Work (the “Compensation”) is comprised of: 5.1.1 charges for Work performed on the basis of rates stated in Exhibit D (“Rate-Based Charges”), plus 5.1.2 the costs incurred by Contractor in performing the Work set forth in Exhibit E (“Reimbursable Costs”), plus 5.1.3 a markup (a) on all Rate-Based Charges in the amount set forth in Exhibit D, and (b) on all Reimbursable Costs in the amount set forth in Exhibit E, in each case unless another markup is expressly set forth in this Agreement (the “Markup”, and together with the Rate-Based Charges and the Reimbursable Costs, the “Variable Charges”), plus 5.1.4 a fixed fee in the amount of $434,806,756, as may be adjusted in accordance with the General Conditions (“Fixed Fee”) as compensation for aspects of the Work described in Exhibit F. 5.2 “Contract Price” means, at any given time, the total aggregate amount payable by Owner to Contractor for the full performance of the Work under this Agreement, consisting of (a) all Variable Charges, (b) the Fixed Fee, and (c) any other amounts payable under this Agreement, as adjusted by approved Change Orders. Contractor will exercise commercial reasonable efforts to manage the performance of Work such that the Contract Price for the full performance of the Work will not exceed $2,400,000,000.

 
Page 4 General Conditions 5.3 The Parties may agree on a case-by-case basis for certain aspects of the Work to be performed on a fixed-price basis. No such agreement is effective unless memorialized as an amendment to this Agreement signed by the Parties, and either Party may, in its sole discretion, decline to enter into any such agreement. Unless otherwise set forth in such amendment, any amounts payable on a fixed-price basis will be considered part of the Fixed Fee. 5.4 [***] Contractor may issue an invoice each month for its reasonable, good-faith estimate of the Variable Charges associated with Work performed up through and including the preceding month (the “Variable Charge Estimate”). The invoice shall also detail the actual Variable Charges associated with the immediately preceding Variable Charge Estimate, and difference between the actual Variable Charges and the Variable Charge Estimate (a) if positive, will be added as a positive adjustment Contractor’s invoice, or (b) if negative, will be subtracted as a negative adjustment to Contractor’s invoice. If the invoice, as adjusted, is for a negative amount, such amount shall be carried over as a credit against the Contractor’s next invoice. If Contractor’s final invoice is for a negative amount, such amount will be refunded to Owner within [***] after the date of such invoice. Contractor may issue invoices for the Fixed Fee according to the Fixed Fee Payment Schedule set forth as Exhibit G. 5.5 Owner shall pay invoiced amounts that are due and owing within [***] from the receipt of an invoice by Owner. Contractor will submit a waiver of liens with each invoice conditioned upon receipt of payment. 5.6 Where a payment milestone is achieved upon shipment of Equipment, any such milestone is defined as the date of Contractor is ready to ship on that date or if shipment is delayed because of an Owner-caused delay, any such milestone is defined as the date Contractor would have been ready to ship but for such delay. 5.7 The Parties acknowledge that a certain Limited Notice to Proceed to was entered into and effective as of November 4, 2025 (the “LNTP”) under which certain preliminary activities were performed in exchange for compensation all as set forth therein. (as defined in the LNTP). The Parties understand an agree that all work performed under the LNTP is considered part of the Work and is deemed to have been performed under and are subject to the terms of this Agreement, and this Agreement supersedes and replaces the LNTP in its entirety. For the avoidance of doubt, the Parties further agree that the compensation paid to Contractor under the LNTP shall be credited toward the Fixed Fee payable to Contractor under this Agreement as provided in Exhibit H. 5.8 The amounts payable by Owner are exclusive of collection charges. All late payments, including disputed payments resolved in Contractor’s favor, will bear interest at the lesser of the rate of [***] or the highest rate permissible under applicable law, calculated daily and compounded monthly. [***] In the event of a termination or suspension by Contractor under this Section 5.8, the rights and responsibilities of the Parties will be the same as if Owner terminated or suspended Contractor’s performance of the Work for Owner’s convenience. 5.9 Owner shall notify Contractor in writing of a dispute with any line items on or portions of an invoice (along with a reasonably detailed description of the dispute) within [***] after the

 
Page 5 General Conditions Owner’s receipt of such invoice, provided that Owner may only do so in good faith. Invoices for which no such timely notification is received shall be deemed accepted by the Buyer as true and correct, and the Buyer shall pay all amounts due under such invoices within the period set forth herein. The Parties shall seek to resolve all such disputes expeditiously and in good faith. [***] Notwithstanding anything to the contrary, but provided that Owner has satisfied its obligations with respect to the Contingent Payment, each Party shall continue performing its obligations under this Agreement during any such dispute, including, without limitation, payment by the Buyer of all undisputed amounts due and payable hereunder. 5.10 Upon request, and no more than annually, Owner, its lender associated with the Site, or their respective representatives (the “Auditing Party”) may at their own expense audit and copy from Contractor’s books, records, and other documents (including applicable supporting orders and invoices) that support in detail and by category the monthly fees and costs invoiced to Owner hereunder based on Rate-Based Charges and Reimbursable Costs. Owner agrees that any third-party representative must be mutually agreed upon to serve as an Auditing Party. If any audit hereunder reveals an overpayment by Owner of any amount due under this Agreement, then such overpayment shall be carried over as a credit against the Contractor’s next invoice in the amount of the overpayment, as applicable. If there are no further invoices that will be issued or if the overpayment is more than the amount on remaining invoices, such overpayment will be refunded to Owner within forty-five (45) days. [***] No portion of the Fixed Fee or other elements of the Compensation charged on a fixed price basis are subject to audit nor are the bases of any stated rates or the Markup. 5.11 Contractor shall monitor all costs and expenses hereunder and submit to Owner on a periodic basis a report on the status of the Work and the then-current total aggregate costs and fees associated with the Compensation, together with such additional reports as Owner may reasonably require. 6. Schedule and Delay Liquidated Damages. 6.1 Contractor shall commence and proceed to perform the Work upon execution of the Agreement and shall perform and complete the work in accordance with the schedule attached hereto as Exhibit I (the “Schedule”). 6.2 “Commercial Operation Readiness” or “COR” means the Work for the relevant Unit is complete such that the Unit can be safely operated for the purpose of generating electricity. 6.3 Contractor guarantees that it shall cause a Unit to achieve COR by the guaranteed date for COR for such Unit set forth in the Schedule (the “Guaranteed COR Date”). Should a Unit fail to achieve COR by the Guaranteed COR Date for reasons attributable to Contractor and after giving effect to extensions of time herein provided, if any, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, Owner may deduct from and retain out of the Fixed Fee such moneys which may be then due, or which may become due and payable to Contractor, [***] for each day that COR is delayed beyond the Guaranteed COR Date, as liquidated damages and not as a penalty (the “Delay LDs”); provided however, that no Delay LDs are due if COR is achieved within thirty (30) days after the

 
Page 6 General Conditions Guaranteed COR Date. If the amount of Compensation due and to become due from Owner to Contractor is insufficient to pay in full any such Delay LDs, Contractor shall pay to Owner the amount of Delay LDs necessary to effect such payment in full within forty-five (45) days. 6.4 Delay LDs are not due and payable if Owner would not have been able to generate revenue as of the Guaranteed COR Date due to Owner’s failure to complete any activities identified in this Agreement as the responsibility of Owner. 6.5 Contractor’s maximum, aggregate liability for the payment of Delay LDs for each Unit will in no event exceed [***]. Payment of Delay LDs constitutes the sole and exclusive liability of Contractor, and the sole and exclusive damages recoverable by Owner for delays by Contractor in the performance of the Work; provided, however, that the foregoing limitations shall not apply to delays arising from Contractor’s gross negligence, willful misconduct, or abandonment of the Work. 7. Performance Guarantees. 7.1 The only Performance Guarantees made by Contractor in this Agreement are those set forth in Exhibit J and are subject to all the conditions and testing requirements set forth therein (“Performance Guarantees”). All other performance data, descriptions or data sheets furnished herein or provided to Owner are predictions set forth only for Owner’s information and convenience and will not be construed as guarantees of performance or obligations of Contractor. 7.2 Achievement of the Performance Tests will be determined according to the formal guarantee testing set forth in Exhibit J (“Performance Tests”). Prior to the Performance Tests, and within thirty (30) days after COR, Owner shall make the Equipment available to Contractor for preliminary testing and tuning. Upon Contractor’s completion of preliminary testing and tuning, Contractor shall notify Owner that the Equipment is ready for the Performance Tests. Owner shall then commence or allow commencement of Performance Tests within thirty (30) days after receipt of such notice. If the Performance Tests are to be conducted by Owner, then Owner shall thereafter give Contractor at least fifteen (15) days’ notice of the date or dates on which the Performance Tests will occur. 7.3 If the Equipment does not satisfy a Performance Guarantee for which the remedy is identified as corrective action or words of similar effect (a “Make-Right Guarantee”) as a result of defects or deficiencies in the Work or the Equipment or for causes otherwise attributable to the Contractor, or if Contractor has informed Owner prior to conducting or completion of a Performance Test that the Equipment will not achieve a Make-Right Guarantee, Contractor shall promptly and at its sole cost and expense and in such fashion as to avoid unreasonable disruption to Owner’s operations, make such changes, modifications, repairs, replacements and/or additions to the Equipment or any part thereof necessary to correct the failure, and any relevant Performance Test will be repeated. The foregoing process will be repeated until the Make-Right Guarantee is achieved. The rights and obligations of the Parties associated with such corrective action will be the same as if such corrective action were made under the Equipment warranty provided elsewhere herein, and Owner shall provide Contractor with

 
Page 7 General Conditions reasonable access to the Equipment and adequate working space to make whatever corrections or adjustments Contractor may deem necessary. 7.4 If the Equipment does not satisfy a Performance Guarantee for which the remedy is identified as payment of liquidated damages (“LD Guarantee”) as a result of defects or deficiencies in the Equipment or the Work or for causes otherwise attributable to the Contractor, or if Contractor has informed Owner prior to conducting the Performance Tests that the Equipment will not achieve an LD Guarantee, Contractor shall pay Owner liquidated damages as set forth in Exhibit J (“Performance LDs”). 7.5 The Parties agree that it would be difficult, if not impossible to precisely determine Owner’s damages in the event the Equipment fails to satisfy the LD Guarantees and that such Performance LDs are a reasonable pre-estimate of the actual damages Owner would sustain and not a penalty. Notwithstanding the foregoing, Contractor may, at Contractor’s option and prior to payment of any Performance LDs, elect to make or attempt to make such changes, modifications, repairs, replacements and/or additions to the Equipment or any part thereof as Contractor deems necessary to correct the failure, and any relevant Performance Test will be repeated. The foregoing process will be repeated until Contractor elects not to pursue further corrective measures. The rights and obligations of the Parties associated with such corrective action will be the same as if such corrective action were made under the Equipment warranty provided elsewhere herein, and Owner shall provide Contractor with unobstructed access to the Equipment and adequate working space to make whatever corrections or adjustments Contractor may deem necessary. Contractor’s liability for Performance LDs will be determined based on the latest result of the applicable Performance Test. 7.6 Contractor’s maximum, aggregate liability associated with failure to achieve the Performance Guarantees will in no event exceed [***]. Owner agrees that corrective action and/or the payment of liquidated damages set forth above constitutes the sole and exclusive liability of Contractor and the sole exclusive remedy of Owner for failure of the Equipment to meet Performance Guarantees. Notwithstanding the foregoing, the limitations on remedies in this Section 7.6 are without prejudice to Contractor’s warranty obligations under Article 11. 7.7 The Equipment will be considered as accepted and all Performance Guarantees will be deemed fully achieved after Performance Tests show that the Performance Guarantees have been fulfilled. If the preliminary testing, tuning, or the Performance Tests are not conducted within the time periods specified herein or, in any event, within [***] after delivery of the Equipment, then the Equipment shall be deemed to have achieved the Performance Guarantees and be considered accepted; provided, however, that no such deemed achievement or acceptance shall occur to the extent such preliminary testing, tuning or the Performance Tests were delayed or not performed due to Contractor‑caused delay, design deficiencies, Equipment malfunction, Contractor’s failure to achieve test readiness, or Contractor’s failure to timely notify Owner that the Equipment was ready for testing; and provided further that deemed acceptance shall not apply where preliminary testing, tuning or the Performance Tests were delayed or not

 
Page 8 General Conditions performed due to recurring operational deficiencies or performance failures reasonably attributable to Contractor. 7.8 INSOMUCH AS OPERATION OF THE EQUIPMENT SUPPLIED BY CONTRACTOR WILL BE WITHIN THE CONTROL OF OWNER, AND CONTRACTOR HAS EXCLUSIVELY SET OUT HEREIN ITS GUARANTEES, NO GUARANTEE, WARRANTY, OR REPRESENTATION IS MADE OR IMPLIED THAT THE OPERATION BY OWNER OF EQUIPMENT SUPPLIED HEREUNDER WILL COMPLY WITH FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS GOVERNING ENVIRONMENTAL IMPACT. 7.9 FURTHER, CONTRACTOR AND OWNER AGREE THAT IN CONSIDERATION OF CONTRACTOR’S EXPRESS PERFORMANCE GUARANTEES, ALL OTHER PERFORMANCE GUARANTEES EITHER EXPRESSED OR IMPLIED WHETHER ARISING UNDER LAW OR EQUITY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THIS AGREEMENT. 8. Taxes. 8.1 The Compensation includes all federal, state, and local taxes levied on wages and salaries of employees payable directly by Contractor by law. The Compensation excludes any present or future federal, state, municipal or other sales or use tax with respect to the Equipment or Services, of any other present or future excise tax upon or measured by the gross receipts from this transaction or any allocated portion thereof or by the gross value of the Equipment or Services and of any present or future property tax or other similar charge with respect to the Equipment or Services. If Contractor is required by applicable law or regulation to pay or collect any such tax or taxes on account of this transaction or the Equipment or Services, then Owner shall pay such amount of tax as Reimbursable Costs; provided however, that no Markup is applicable to such taxes. 9. Shipping and Transportation. 9.1 Contractor is not responsible for any damage or delay resulting from Contractor’s compliance with Owner’s direction to utilize a specific carrier or route. Any present or future tariffs or duties levied by any governmental authority are Reimbursable Costs; provided however, that no Markup is applicable to such tariffs or duties. 9.2 Contractor shall pass through to Owner only the actual, verifiable amounts of any tariffs, duties, import or export fees, or similar governmental charges that are directly imposed on, and solely attributable to the Work hereunder (collectively, “Tariff Amounts”). 9.3 Contractor shall provide Owner with reasonable supporting documentation sufficient for Owner to verify the accuracy, legitimacy, and applicability of such Tariff Amounts, including, as applicable, copies of government-issued tariff schedules, official notices, customs entries, broker invoices, government assessments, receipts, and proof of payment. Such documentation shall clearly identify the specific Tariff Amounts charged, the governmental authority imposing

 
Page 9 General Conditions such amounts, the applicable rate or schedule, the underlying transaction or shipment, and the method of calculation. 10. Force Majeure. 10.1 Contractor is not liable for any expense, loss damage or delay resulting from [***] or from any other cause whatsoever, whether similar or dissimilar to those enumerated above, beyond the reasonable control of Contractor (“Force Majeure”). The Fixed Fee and Schedule will be adjusted to account for any impact to Contractor’s costs through an Amendment executed by the Parties, Schedule or performance if the same are adversely affected by Force Majeure. [***] Contractor shall resume the performance of its obligations as soon as reasonably practicable after the removal of the Force Majeure. 10.2 Should fabrication, field services, or shipment of Equipment be delayed or postponed due to Force Majeure, Contractor shall, if requested by Owner, arrange for storage of Equipment and shall protect the Equipment against damage from the elements or other causes. 10.3 Owner shall pay all reasonable and documented costs [***], to Contractor on a monthly basis after commencement of the Force Majeure event for storage, maintenance, standby, de- mobilization and re-mobilization and all other reasonable, documented costs that Contractor incurs in connection with the Force Majeure event. 11. Warranty. 11.1 Contractor warrants that the Equipment is free from defects in workmanship and materials and that the Unit will not achieve availability materially below industry-standard levels for similar facilities due to design-related deficiencies. For each Unit, this warranty has effect for a period ending on [***]. If the Equipment does not conform to the foregoing warranty, and provided that Owner promptly notifies Contractor within the warranty period, Contractor shall, at its option, modify, adjust, repair or replace (FCA place of manufacture) the nonconforming Equipment. Contractor shall, upon Owner’s request and to the extent assignable, pass through to Owner all warranties from Equipment manufacturers, distributors and / or subcontractors. 11.2 The foregoing warranty does not cover the effects of normal wear and tear (including the normal effects of abrasion, erosion and corrosion), deterioration or abuse of the Equipment; or the effects of improper storage by Owner; or operation or maintenance not in accordance with Contractor’s instructions, or other conditions of service specified herein. Contractor is not responsible for Equipment or parts furnished by others or repairs or work done by others unless the Equipment or parts are specifically ordered by Contractor. 11.3 If Contractor cannot or does not promptly commence and thereafter diligently pursue implementation of the remedy set forth in this Article 11 after written notice of such nonconformance is received by Contractor, then Owner, after written notice to Contractor, may have Contractor’s obligations fulfilled by others, and Contractor shall reimburse Owner for the reasonable cost thereof. Owner shall provide documentation necessary to substantiate such costs.

 
Page 10 General Conditions 11.4 Contractor warrants for a period ending [***] that the services relating to the Work are performed in a professional manner consistent with Contractor’s standards. If the services relating to the Work do not conform to the foregoing warranty and provided that Owner promptly notifies Contractor within the warranty period, Contractor shall reperform the services relating to the Work at Contractor’s expense. 11.5 Other than Work Information, any and all technical information, recommendations, and/or reports that may be furnished or provided by Contractor to Owner in the course of or as part of the Agreement are furnished or provided AS IS and do not purport to set forth all discrepancies or hazards nor indicate other discrepancies or hazards do not exist. CONTRACTOR ASSUMES NO LIABILITY WITH RESPECT TO THE USE OF, OR FOR DAMAGES RESULTING FROM THE USE OF, ANY INFORMATION, METHOD, OR PROCESS DISCLOSED IN ANY INFORMATION, RECOMMENDATION OR REPORT ISSUED UNDER THE AGREEMENT. 11.6 The sole liability of Contractor and the exclusive remedies of Owner arising out of the manufacture, sale, furnishing or use of the Equipment or performance of Services hereunder or any rejection thereof, whether arising under contract, tort (including negligence), strict liability, or otherwise, are the remedies as set forth in this Article 11 (Warranty). IN CONSIDERATION OF THE ABOVE EXPRESS WARRANTY, ALL OTHER WARRANTIES AND GUARANTEES, OTHER THAN TITLE, EITHER EXPRESSED OR IMPLIED, WHETHER ARISING UNDER LAW OR EQUITY OR CUSTOM OF THE TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED. 12. Title and Risk of Loss. 12.1 A security interest in each item of Equipment delivered hereunder is hereby reserved in Contractor until full payment for such item has been made. Provided that Owner is not in default of its payment obligations, title to the Equipment passes to Owner upon delivery. 12.2 Risk of loss of or damage to the Equipment will pass to the Owner upon delivery. From the date that risk of loss of or damage to the Equipment passes to the Owner as provided above, the Owner, by insurance or otherwise, assumes the complete risk of loss of or damage to the Equipment no matter how caused and shall hold Contractor harmless from any such liability. 13. Inspections. 13.1 The Owner or Owner’s representative may inspect, or provide for inspection, at the place of manufacture. Owner’s inspector shall be deemed the agent of Owner with authority to waive specified tests and details of test procedure and to accept products as conforming to this Agreement with respect to all characteristics of such products for which such inspection is made. Any inspection must be conducted so as not to interfere unreasonably with the manufacturer’s operations. 14. Operation of Equipment.

 
Page 11 General Conditions 14.1 Contractor’s personnel are authorized only to advise and consult with the Owner and are not licensed or authorized to operate Owner’s equipment. All operation of the Equipment or Owner’s other equipment, including during testing, must be performed by, under the control of, and at the expense of the Owner. 15. Technical Interchanges. 15.1 During the performance of this Agreement, whether or not required by the Agreement specifications or requested orally or in writing by the Owner, Contractor may: (a) review and/or comment on information, drawings, data or specifications developed by the Owner; (b) provide technical information or make recommendations relative to the overall project though not directly required to permit completion of Contractor’s scope of supply hereunder; or (c) predict, approximate or advise the suitability of changes in conditions or alternate operating modes relative to the equipment supplied hereunder (collectively, “Technical Interchanges”). In any such event, any such Technical Interchanges are provided by Contractor for Owner’s information and convenience only. In no event will Contractor be liable, whether arising under contract (including failure of essential purpose of any remedy), warranty, tort (including negligence), indemnity, strict liability or any other form of or cause of action whatsoever, for any loss or damage with respect to use of or damages resulting from the use of any such Technical Interchanges. For the avoidance of doubt, Work Information is not deemed to be Technical Interchanges. 16. Termination. 16.1 [***] 16.2 Each of the following is a “Seller Event of Default”: 16.2.1 Contractor abandons the Work and does not resume the Work within fourteen (14) days after Contractor’s receipt of notice from Owner of a Seller Event of Default regarding the same. 16.2.2 Contractor commences a bankruptcy proceeding and does not file a motion within thirty (30) days thereafter to assume this Agreement as an executory contract or such motion is subsequently denied or withdrawn. 16.2.3 Contractor fails to achieve COR for a Unit by the Guaranteed COR Date and has exhausted Contractor’s limitation of liability for the payment of Delay LDs for such delay. 16.2.4 Contractor has failed in any material respect to comply with any other material obligation under this Agreement and has not, within fourteen (14) days after Contractor’s receipt of notice from Owner of a Seller Event of Default regarding the same, commenced to cure such failure and thereafter diligently performed such cure. 16.3 Upon the occurrence of a Contractor Event of Default, Owner may, upon written notice, terminate all or a portion of Contractor’s performance of the Work and cause such obligations of Contractor to be performed by Owner or its other contractors. In such event, without

 
Page 12 General Conditions prejudice to Owner’s right under Section 3.4, Contractor shall reasonably cooperate with Owner and its other Contractors, provide access to the Site and the Equipment. Any reasonable costs incurred by Owner in exercising these rights in excess of the Compensation that would have been payable to Contractor for the full performance of the terminated Work shall be offset against amounts otherwise payable to Contractor. The foregoing is the exclusive liability of Contractor and exclusive remedy of Owner upon the occurrence of a Contractor Event of Default. 17. Suspension. 17.1 [***] 17.2 If Owner suspends Contractor’s performance of the Work, then Owner shall pay Contractor for the following: 17.2.1 All Work performed through the date of suspension. 17.2.2 Storage, maintenance, standby, de-mobilization and all other reasonable and documented costs that Contractor incurs in connection with the suspension. Contractor may invoice Owner for these charges monthly after commencement of the suspension. 17.3 Prior to resumption of the Work, the Fixed Fee and Schedule for the remainder of the work must be adjusted by execution of a written amendment by the Parties to account for any re- mobilization and other impacts to Contractor’s costs, Schedule or performance resulting from the suspension. 17.4 If Contractor’s performance is suspended in the aggregate by more than one hundred eighty (180) days, Contractor may terminate its performance under the Agreement, and rights and responsibilities of the Parties will be the same as if the Contractor’s performance was terminated by Owner for its convenience under Article 16 (Termination). 18. Indemnity. 18.1 Contractor is responsible for, and shall indemnify and hold Owner harmless from any loss by reason of liability imposed upon Owner for: 18.1.1 Bodily injuries, including death, sustained by any person or persons, and damage to or destruction of third-party property occurring while employees of Contractor or its subcontractors are working on the Site to the extent due to any negligent act or omission of Contractor or of its employees, or of its subcontractors, or of such subcontractors’ employees in connection with the performance of such work; and 18.1.2 Claims that any individual piece of Equipment designed by Contractor and furnished hereunder constitutes direct infringement of any patent of the United States granted prior to the Effective Date. In the event such Equipment is found to constitute infringement and use thereof is enjoined, Contractor shall, at Contractor’s option, either procure for Owner to continue use of the Equipment at no additional cost to Owner, modify the Equipment such that it no longer constitutes infringement or replace the Equipment with substantially equivalent, non-infringing goods. The foregoing

 
Page 13 General Conditions obligations of Contractor do not apply to the extent a claim of infringement results from Contractor’s compliance with Owner’s written instructions specifying a particular design or arrangement of the Equipment or manner of performance of the work. The foregoing sets forth the entire liability of Contractor for claims of infringement. 18.2 Contractor shall defend at its expense the persons to be indemnified above from any such claims, damages, losses and expenses for which Contractor is required to provide indemnification 19. Insurance. 19.1 Contractor shall provide and maintain the following forms of insurance through the end of the warranty period: 19.1.1 Statutory workers’ compensation; 19.1.2 General liability in the amount of [***] each claim and in the aggregate; 19.1.3 Automobile liability in the amount of [***] each accident; and 19.1.4 Commercial Umbrella Liability in the amount of [***]. 19.2 A certificate evidencing that the above insurance is in force will be forwarded to the Owner upon written request prior to commencement of work. 19.3 Owner shall be named as Additional Insured on a Primary and Non-Contributory basis as respects General Liability and Auto policies, but only to the extent of any contractual indemnity obligations expressly assumed by Contractor in the Agreement. Owner agrees that Owner’s rights as an additional insured are not intended to and shall not derogate from the division of risk and indemnity obligations set out under this Agreement. All claims brought under insurance provided by Contractor shall be handled exclusively through Contractor or its designated representative. Such additional insured will not be covered under or entitled to assert claim against Contractor insurance with respect to liabilities and losses that result from the negligence of the additional insured or with respect to liabilities and losses that are assumed by the additional insured under this Agreement. Contractor shall cause rights of subrogation to be waived in favor of Owner under the workers compensation, general liability and automobile liability insurance required to be maintained by Contractor hereunder, but only to the extent of any contractual indemnity obligations expressly assumed by Contractor in the Agreement. Contractor shall endeavor to ensure that Owner is provided at least thirty (30) days’ notice of cancellation or material change to any of the policies of insurance required hereunder. 20. Performance Security. [***] 21. Liability.

 
Page 14 General Conditions 21.1 In no event are Contractor or its affiliates or their respective subcontractors of any tier (collectively, “Contractor Group”) liable for loss of anticipated profits, loss by reason of plant or other facility shutdown, non-operation or increased expense of operation, service interruption, cost of purchased or replacement power, claims of Owner’s customers, subcontractors, vendors or suppliers, cost of money, loss of use of capital or revenue, fines or penalties assessed or levied by any governmental agency based on the operation, non-operation, or use of the equipment or for any special, incidental or consequential loss or damage of any nature, whether similar or dissimilar to those enumerated above, arising at any time or from any cause whatsoever. 21.2 The total cumulative liability of Contractor for all liquidated damages associated with a Unit under this Agreement will in no event exceed [***]. 21.3 The total cumulative liability of Contractor Group arising under or in connection with this Agreement will in no event exceed [***]. The foregoing limitation shall not apply with respect to Contractor’s liability (i) to indemnify Owner for claims of third parties under Article 18; (ii) arising from Contractor’s willful misconduct; and (iii) for fines and penalties asserted by governmental authorities for Contractor’s violation of Laws. 21.4 Except as to warranty of title to any Equipment, all Contractor liability will terminate upon the expiration of the warranty period; provided however, that Owner may enforce a claim of such liability by an action timely commenced in a court of competent jurisdiction in accordance with the applicable statute of limitations and/or statute of repose. 21.5 This Article 0 (Liability) applies notwithstanding any other provisions of this Agreement and regardless of whether a claim or liability arises arising out of contract (including the failure of essential purpose of any remedy), warranty, tort (including negligence), indemnity, strict liability, or any other cause of or form of action whatsoever and will survive any completion, expiration or termination of this Agreement. 22. Changes. 22.1 Owner may at any time request changes or additions to the Equipment or Services (each, a “Change”). No such Change will be effective unless and until the scope of such change together with any corresponding change to the Fixed Fee, delivery date or other provisions of this Agreement have been agreed upon in writing by the Parties (such agreement, a “Change Order”). 22.2 The Fixed Fee and Schedule, including the Guaranteed COR Date, will be adjusted to account for any impact to Contractor’s costs, Schedule or performance if Contractor reasonably believes the same are adversely affected by Change in Law, or investigating and responding to claims for which Contractor is not liable under this Agreement or the discovery of conditions at the Site differing from conditions specifically identified in the contract documents (each an “Excusable Event”). Upon the occurrence of an Excusable Event, Contractor shall request a Change, and the Parties shall proceed in accordance with Article 22 (Changes); provided however, that the execution of the Change Order is not a condition precedent to Contractor’s

 
Page 15 General Conditions right to adjustment as set forth in this Section 22.2; and provided further, that if the Parties cannot reach agreement as to such Change Order, the Parties may submit the matter to dispute resolution in accordance with this Agreement. “Change in Law” means any change in regulation, procedure, legislation, governing rules, taxation (whether new or an increase in an existing tax, duty or tariff or other charge of any nature) or change in the enforcement practices of any of the foregoing by any federal, state, or local governmental authority or quasi- governmental authority. 23. Variations and Practices. 23.1 Unless otherwise agreed upon in writing, all Equipment will be furnished subject to Contractor standard manufacturing variations and practices. 23.2 Contractor may require substitution of materials or components to meet the Schedule or minimize delays. Should such substitution be required, either from domestic or international sources, Contractor will notify Owner, and Owner will have the option to either pay the additional cost of such substitute materials or components, if any, or accept a Schedule extension. 23.3 Contractor reserves the right to obtain portions of the Equipment to be furnished hereunder from sources outside of the United States of America. To the extent practicable, such Equipment will be obtained from Contractor’s international affiliated companies. In any event, all such Equipment shall be supplied in accordance with Contractor’s requirements hereunder and shall be fully warranted by Contractor to the Owner in accordance with the warranty provisions of this Agreement. 24. Workday. 24.1 The hours of work and shifts shall be a standard work week for the area in which the work is performed. Any hours to be worked in excess of that indicated above shall be considered overtime and shall not be performed without a written order from the Owner. 25. Permits. Contractor shall obtain all permits, licenses and other necessary authorizations or permissions under applicable laws, rules, regulations, ordinances, or orders of any governmental authority (“Laws”) to be in Contractor’s name for the Contractor’s performance of the Work. If a permit or approval is required to be obtained under any Laws to purchase, install, operate, maintain or test the Equipment, or for any plans or specifications in connection therewith, the Owner is responsible for securing all such permits and approvals from the proper authorities and for any required fees. If any changes to the Equipment are required for Owner to obtain such permits or approvals, then Owner shall request a Change, and the Parties shall proceed in accordance with Article 22 (Changes). 26. Codes and Regulations. 26.1 The pressure parts furnished under this Agreement will be designed and fabricated in accordance with all applicable industry standards, including without limitation the applicable sections of the Boiler and Pressure Vessel Code of the American Society of Mechanical

 
Page 16 General Conditions Engineers including all published addenda and interpretations thereto in effect as of the Effective Date. 26.2 The balance of the Equipment furnished under the Agreement will be designed and constructed in accordance with all applicable industry standards, including without limitation the current editions of the following listing in effect as of the Effective Date and where applicable to the scope of Equipment: 26.2.1 American Society for Testing Materials (ASTM) 26.2.2 American Institute of Steel Construction (AISC) 26.2.3 American National Standards Institute (ANSI) 26.2.4 Steel Structure Painting Council (SSPC) 26.2.5 National Fire Protection Association (NFPA) 26.2.6 ISO-9000 26.3 The Equipment will conform to the requirements of the Occupational Safety and Health Act (“OSHA”) in effect as of the Effective Date, except with respect to noise levels and floor hole openings. 26.4 [***] any noise level data submitted by Contractor for Owner’s information and convenience only and will not be construed as a warranty or guarantee that the equipment or any component thereof will, in service, comply with any noise level rules and regulations including those of OSHA and the Walsh-Healey Act. Contractor will cooperate with Owner and its engineers in the Equipment design stage in efforts to achieve compliance with noise level rules and regulations; provided however, that should any requirement for rearrangement of Equipment will be considered a Change, and the Parties shall proceed in accordance with Article 22 (Changes). 26.5 Contractor shall perform the Work in compliance with all applicable Laws in effect as of the Effective Date, except to the extent compliance is expressly allocated to Owner under this Agreement. Contractor shall promptly notify Owner of any known non‑compliance that could reasonably be expected to materially affect the Work or Schedule. 27. Assignment. 27.1 Neither Contractor nor Owner may assign all or any part of this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned, or delayed), except as expressly provided below. Notwithstanding the foregoing: 27.1.1 Either Party may, without the consent of the other Party, assign this Agreement to a successor by way of merger, consolidation, or the acquisition of substantially all of the assets of the assigning Party. 27.1.2 Owner may, without the consent of Contractor, assign all or any part of this Agreement to (a) any affiliate of Owner, (b) any special purpose entity formed by or on behalf of

 
Page 17 General Conditions Owner or its affiliates in connection with the Site and the Work, or (c) any lender, investor, or financing party (or agent thereof) providing debt or equity financing for the Project, including by way of collateral assignment; provided that (i) Owner provides Contractor with prior written notice of such assignment, (ii) the assignee expressly assumes all of Owner’s obligations hereunder in writing, and (iii) Owner (or its parent entity, if any) provides Contractor a written guarantee of the full and faithful performance of all assigned obligations, in form and substance reasonably acceptable to Contractor. 27.1.3 Contractor may, without the consent of Owner, assign this Agreement to a parent company or an affiliate of Contractor, provided that (i) Contractor provides Owner with prior written notice of such assignment, (ii) the assignee expressly assumes all of Contractor's obligations hereunder in writing, and (iii) Contractor (or its parent entity) provides Owner a written guarantee of the full and faithful performance of all assigned obligations, in form and substance reasonably acceptable to Owner. 27.2 In the event of any permitted assignment, the assignee shall expressly assume in writing all obligations of the assigning Party. Any assignment in violation of this provision shall be null and void. 28. Backcharges. 28.1 Contractor is not responsible for charges for material, labor, repairs, or alterations made by Owner or its other contractors unless such charges are expressly authorized by Contractor in writing. 29. Contractor’s Default, Lender Cure and Step-In Rights. 29.1 Contractor acknowledges that Owner may finance the Project and agrees that, upon request, it shall negotiate in good faith to enter into a customary direct agreement with Owner’s lenders (each such lender, a “Step-In Party”). 29.2 Prior to terminating this Agreement for Contractor default, Owner shall provide written notice to any lender designated by Owner, and such lender shall have the right, but not the obligation, to cure such default or to cause a qualified substitute contractor to assume Contractor’s obligations, within a reasonable cure period (“Step-In Rights”). 29.3 Contractor shall not unreasonably withhold consent to any Step-In Party exercise of Step-In Rights that preserves Contractor’s economic position. 30. Parent Guaranty. 30.1 [***] 30.2 [***] 30.3 The Parent Guaranty shall remain in effect until final completion of the Work and expiration of all warranty obligations. 31. Setoff.

 
Page 18 General Conditions 31.1 Owner may set off against amounts payable to Contractor any undisputed amounts owed by Contractor to Owner under this Agreement, including liquidated damages, warranty costs, or indemnification obligations. 32. Waiver. 32.1 No waiver by either Party of any of the provisions of this Agreement is effective unless explicitly set forth in writing identifying the matter to be waived and signed by waiving Party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 33. Governing Law; Disputes. 33.1 All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal Laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than those of the State of Texas. The United Nations Convention on Contracts for the International Sale of Equipment does not apply to this Agreement. 33.2 If a matter in dispute is not resolved by representatives of the Parties at the project level in the normal course of business, then either Party may upon written notice require that the dispute be referred to their respective executives. Within thirty (30) days, the Parties’ executives shall arrange an initial meeting in a time and manner as may be mutually agreed upon and as often thereafter as they may deem necessary in an attempt to resolve the dispute. If the dispute remains unresolved for sixty (60) days following the initial referral of said dispute to the Parties’ executives, then either Party may initiate mediation. If either Party intends to include an attorney in any meeting, it shall so notify the other Party reasonably in advance. All meetings, negotiations and communications pursuant to this Section 33.2 are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and applicable state rules of evidence. 33.3 Neither Party may commence formal legal proceedings unless the dispute remains unresolved for thirty (30) days following the initial mediation session except to preserve claims or causes of action that would otherwise be barred or limited due to the applicable statute of limitations or statute or repose. 33.4 Except as provided in Section3.5, any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted only in the federal courts or the state courts located in the Southern District of the State of Texas, Houston Division, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 33.5 Notwithstanding anything in Section 33.2 and Section 33.3 to the contrary, if the amount in dispute does not exceed, in the aggregate, [***], either Party may submit the matter to adjudication by an independent third party (the “Adjudicator”) providing notice to the other Party of such demand. Unless otherwise agreed by the Parties, the Adjudicator shall be a

 
Page 19 General Conditions mutually agreed-upon independent accountant or attorney who has relevant experience in comparable commercial disputes. Upon such demand made by a Party, the other Party hereto covenants and agrees to jointly submit the matter to the Adjudicator for determination as promptly as practicable. Each Party agrees to execute, if requested by the Adjudicator, a reasonable engagement letter with respect to the determination to be made by the Adjudicator. All fees and expenses relating to the work, if any, to be performed by the Adjudicator will be borne by each Party in proportion to its relative lack of success, as finally determined by the Adjudicator. Specifically, each Party will bear a percentage of the Adjudicator’s fees and expenses equal to (A) the aggregate dollar amount of the dispute (or portions of the dispute) decided adversely to that Party, divided by (B) the aggregate dollar amount of the dispute submitted to the Adjudicator (in each case, as finally determined by the Adjudicator). Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Adjudicator will be borne by the Party incurring such cost and expense. The Adjudicator will determine only those issues in dispute and the Adjudicator’s determination will be based upon and consistent with the terms and conditions of this Agreement. The scope of the disputes to be resolved by the Adjudicator shall be based on the information presented, which shall be determined in accordance with this Agreement. In deciding any matter, the Adjudicator may not assign a value to any item greater than the greatest value for such item claimed by Owner or Contractor or less than the smallest value for such item claimed by Owner or Contractor. The Adjudicator will make its determination within forty-five (45) days after its engagement (which engagement will be made as promptly as practicable after the matter is referred to Adjudication, or as soon thereafter as possible and will be set forth in a written statement delivered to Owner and Contractor. The Adjudicator’s determination is subject to further review and appeal in accordance with this Article 33; provided however, that the Party that desires a review and appeal must provide notice of disagreement to the Adjudicator’s determination within ten (10) days after issuance of such determination whereupon either Party may submit the dispute for further resolution in accordance with this Article 33. If the dispute is submitted for further resolution in accordance with this Article 33, the matter will be reviewed de novo (i.e., without deference to the Adjudicator’s determination). The Parties shall abide by such determination pending the outcome of further resolution of the dispute in accordance with this Article 33. If no such notice of disagreement is provided that a Party desires a further review and appeal of the Adjudicator’s determination, the Adjudicator’s determination will be final, conclusive, non- appealable and binding for all purposes hereunder. 34. Export Control. 34.1 Each Party is subject to and shall comply with all applicable Laws regarding the import, export, re-export, purchase, sale, distribution, marketing, promotion, service, and representation of the Equipment and any other activities applicable to it under this Agreement, including but not limited to all executive orders, export, re-export and deemed export obligations, controls and restrictions, U.S. trade embargoes and economic sanctions regulations, statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 1778), the International Traffic in

 
Page 20 General Conditions Arms Regulations (22 CFR parts 120 et seq.), the Export Administration Act of 1979 (P.L. 96- 72), the Export Administration Regulations (15 C.F.R. parts 730 et seq.) and associated executive orders, the laws implemented and administered by the Office of Foreign Assets Control, U.S. Department of Treasury, anti-boycott regulations administered by the U.S. Department of Commerce and the U.S. Department of the Treasury, and the equivalent laws in any other jurisdiction in which Contractor and Owner, and each of their respective parent companies, subsidiaries, affiliates, owners, officers, directors, employees and representatives (“Covered Group”) operate, as such now exist or as such may subsequently be enacted or amended (collectively, the “Export Control Laws”), and each Party agrees that its Covered Group will do nothing to cause such Party to violate such Export Control Laws. In that regard, each Party acknowledges the disclosure of any documents, data, commodities, software, technology, and/or other information (in tangible or intangible form) may be subject to export controls under Export Control Laws. Each Party agrees that its Covered Group will adhere to and comply with the terms, conditions, required procedures and documentation of any export license, permit, or other government authorization (collectively, “Export Authorization”) available or issued for delivery of the Equipment. Owner acknowledges that Contractor may in its absolute discretion refuse to provide Equipment to Owner should Contractor reasonably believe that any member of the Owner’s Covered Group may violate or may have violated the Export Control Laws or the provision of any Export Authorization or should any such Export Authorization be suspended or revoked. 34.2 In addition, this Agreement will automatically terminate if this transaction is prohibited under Export Control Laws. In the event of such termination and the rights and obligations of the Parties will otherwise be as if Owner terminated Contractor’s performance for Owner’s convenience under Article 16 (Termination), and unless otherwise permitted under Export Control Laws, Contractor will not be required to provide any deliverable to Owner. 35. Third Party Beneficiaries. 35.1 Except for rights and benefits explicitly conferred upon Contractor Group, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 36. Legal Effect. 36.1 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 37. Interpretation. 37.1 Words in this Agreement importing the singular also include the plural and vice versa, where the context requires. Words in this Agreement importing persons or parties include firms and

 
Page 21 General Conditions corporations having legal capacity. Reference in this Agreement to any or all of the requirements of this Agreement mean the requirements of the Agreement as they may be amended or revised in accordance with this Agreement. In this Agreement, the words “including” or “includes” or “include” mean “including without limitation,” “includes without limitation,” and “include without limitation.” Any headings in this Agreement are for ease of reference only and may not be used to construe or interpret the provisions of this Agreement. 38. Survival. 38.1 Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement. 39. Amendment. 39.1 This Agreement may only be amended or modified in a writing stating specifically that it amends this Agreement and is signed by an authorized representative of each Party. 40. Language. 40.1 The governing language of this Agreement is English, and all notices, requests, consents, claims, demands, waivers and other communications hereunder, must be in English. In the event of an error or discrepancy between different translations of a document, the English version shall control. [End of document.]

 

 
Execution Version PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) entered into as of March 18, 2026 (the “Effective Date”), by and among APPLIED DIGITAL CORPORATION, Nevada corporation (“Applied Digital”), BASE ELECTRON, INC., a Nevada corporation (“Base Electron”), THE BABCOCK & WILCOX COMPANY, a Delaware corporation (“BWC”) and subsidiary of BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (“B&W Enterprises,” and together with BWC, the “B&W Parties”). WHEREAS, Applied Digital and B&W Enterprises are parties to that certain Letter Agreement, dated as of November 4, 2025 (the “Letter Agreement”), relating to the Project (as defined below), pursuant to which B&W Enterprises issued to Applied Digital (i) 500,000 shares (the “Shares”) of common stock, par value $0.01 per share, of B&W Enterprises (“Common Stock”), and (ii) a warrant to purchase 2,600,000 shares of Common Stock (the “Initial Warrant”), and agreed to issue an additional warrant to purchase 7,860,000 shares of Common Stock (the “Additional Warrant” and, together with the Initial Warrant, the “Warrants”) upon the execution of a definitive design-build agreement and full authorization to proceed on the Project (as defined below) between BWC and Applied Digital (such conditions, the “Additional Warrant Conditions”); WHEREAS, in connection with the Letter Agreement, BWC and Applied Digital entered into that certain Limited Notice to Proceed, dated as of November 4, 2025 (the “LNTP”), relating to the development of a power generation facility (the “Project”); WHEREAS, in connection with the Letter Agreement and the Warrants, B&W Enterprises and Applied Digital entered into that certain Registration Rights Agreement, dated as of November 4, 2025, as amended from time to time (the “Registration Rights Agreement”), pursuant to which B&W Enterprises agreed to register the resale of the Shares and the shares of Common Stock issuable upon exercise of the Warrants; WHEREAS, Applied Digital has subsequently determined that it is in the best interest of Applied Digital and its shareholders for Applied Digital to assign the opportunity to enter into a definitive design- build agreement to another third-party rather than itself becoming an “independent power producer”; WHEREAS, in furtherance of the foregoing, Base Electron has subsequently entered into that certain Design-Build Agreement with BWC, dated as of February 26, 2026, for the design, engineering, procurement, supply, delivery, and installation of the Project (the “Design-Build Agreement”) in place of Applied Digital, which agreement supersedes and replaces the LNTP in its entirety; WHEREAS, in consideration for Base Electron entering into the Design-Build Agreement and assuming all of the obligations thereunder in lieu of Applied Digital, and the anticipated benefits to be derived by Applied Digital from the power generated by the Project, Applied Digital desires to partially assign, and Base Electron desires to accept partial assignment of, fifty percent (50%) of Applied Digital’s rights with respect to the Warrants under the Letter Agreement, (representing the right to purchase an aggregate of 5,230,000 shares of Common Stock) (the “Assigned Warrants”) to Base Electron; and WHEREAS, Applied Digital has provided a guarantee (the “Guarantee”), dated as of February 26, 2026, guaranteeing Base Electron’s obligations under the Design-Build Agreement, to and for the benefit of BWC, as a condition to BWC entering into the Design-Build Agreement with Base Electron.

 
-2- NOW, THEREFORE, in consideration for the mutual premises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: 1. Assignment and Assumption. (a) Applied Digital assigns, transfers and conveys to Base Electron all of Applied Digital’s rights, title and interest to receive the Assigned Warrants and Base Electron accepts and assumes all of Applied Digital’s obligations and liabilities under the Letter Agreement solely with respect to the Assigned Warrants (such assigned rights and assumed obligations and liabilities, including the obligation to enter into a definitive design-build agreement and to perform thereunder, the “Assigned Rights and Obligations”). (b) Base Electron (i) agrees to keep and perform all of the covenants, conditions, obligations and agreements and stipulations contained in the Letter Agreement that are to be performed by Applied Digital in respect of the Assigned Warrants (including the obligation to cause the execution of a definitive design-build agreement and to proceed thereunder with respect to the Project); (ii) acknowledges that it has entered into, the Design-Build Agreement in furtherance of such obligation in the foregoing clause (i) and hereby releases and forever discharges Applied Digital from any and all liabilities and obligations to enter into such design-build agreement and to perform thereunder; and (iii) agrees to indemnify, defend and hold Applied Digital harmless from all obligations, liabilities and claims against Applied Digital, in each case relating to or arising out of the Assigned Rights and Obligations. (c) Applied Digital shall have no further liability or obligation with respect to the Project or the Design-Build Agreement, except as expressly set forth in this Agreement and the Guarantee. (d) The B&W Parties hereby release and forever discharge Applied Digital from any and all liabilities and obligations under the Letter Agreement to enter into a definitive design-build agreement and to perform thereunder except as and to the extent set forth in the Guarantee. 2. B&W Parties Consent. (a) The B&W Parties hereby consent to the assignment and assumption of the Assigned Warrants and the Assigned Rights and Obligations; (b) The B&W Parties hereby deem that all Additional Warrant Conditions have been satisfied by Base Electron’s entry into the Design-Build Agreement in place of Applied Digital; (c) B&W Enterprises shall issue the Assigned Warrants directly to Base Electron (and not to Applied Digital) as a separate warrant, on substantially the same terms as the Initial Warrant on or prior to March 18, 2026; and (d) B&W Enterprises shall issue to Applied Digital a separate warrant, on substantially the same terms as the Initial Warrant, representing the right to purchase 2,630,000

 
-3- shares of Common Stock on or prior to March 18, 2026. 3. Representations and Warranties. Each party represents and warrants to each other party that: (i) Organization; Authorization. Such party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Such party has legal capacity and full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with the terms of this Agreement, subject to the effects of liquidation, conservatorship, insolvency, receivership, bankruptcy, reorganization, moratorium, or other similar debtor relief laws of general application and the principles of equity affecting the enforcement of contracts or creditors’ rights generally. (ii) Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions hereunder, will (i) violate or conflict with any applicable law or order to which such party is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract to which such party is a party or by which it is bound or to which any of its assets are subject. (iii) Consents and Approval. No consent, waiver, authorization or approval of or from any bank or other financial institution, governmental authority or any other individual, partnership, corporation, trust, association, limited liability company, or any other entity is required with respect to such party in connection with the execution and delivery by such party of this Agreement or the consummation of the transactions hereunder by such party. 4. Entire Agreement. This Agreement, together with the Letter Agreement, the Registration Rights Agreement, and the other documents and instruments referenced herein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements between the parties with respect to such subject matter. Except as expressly modified by this Agreement, the Letter Agreement shall remain in full force and effect in accordance with its terms. In the event of any conflict between the Letter Agreement and this Agreement, the terms of this Agreement shall control. 5. Amendment; Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by each of the parties hereto. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. In case of conflict with the letter agreement and this Agreement, this Agreement shall control and this Agreement shall remain in full force and effect. 6. Successors and Assigns. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflict of laws thereof. 8. Venue. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the State of New York, County of New York, for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each

 
-4- party irrevocably and unconditionally waives any objection to the laying of venue in such courts and any claim that such courts are an inconvenient forum. 9. Specific Performance. Each party acknowledges and agrees that a breach of this Agreement would cause irreparable harm to the other parties for which monetary damages would be inadequate, and that, in addition to any other remedies available at law or in equity, each party shall be entitled to seek equitable relief, including injunction and specific performance, to enforce the terms of this Agreement without the necessity of proving actual damages or posting any bond or other security. 10. Counterparts. This Agreement may be executed in facsimile or other counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. [Signatures to follow]

 
[Signature Page to Partial Assignment and Assumption Agreement] IN WITNESS WHEREOF, the parties hereto have executed this Partial Assignment and Assumption Agreement as of the date set forth above. APPLIED DIGITAL CORPORATION By: /s/ Wes Cummins Name: Wes Cummins Title: Chief Executive Officer BASE ELECTRON, INC. By: /s/ Jason Zhang Name: Jason Zhang Title: President BABCOCK & WILCOX ENTERPRISES, INC. By: /s/ Kenneth Young Name: Kenneth Young Title: Chief Executive Officer THE BABCOCK & WILCOX COMPANY By: /s/ Kenneth Young Name: Kenneth Young Title: President

 
Execution Version AMENDMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENT This Amendment and Joinder to Registration Rights Agreement (this “Amendment and Joinder”) is entered into as of March 18, 2026 (the “Effective Date”), by and among Base Electron, Inc., a Nevada corporation (the “Joining Party”), Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and Applied Digital Corporation, a Nevada corporation (the “Existing Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement (defined below). WHEREAS, the Company and the Existing Investor are parties to that certain Registration Rights Agreement, dated as of November 4, 2025, as amended from time to time (the “Registration Rights Agreement”), pursuant to which the Company agreed to register the resale of certain shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), including shares issuable upon exercise of certain warrants issued or to be issued pursuant to that certain Letter Agreement, dated as of November 4, 2025, by and between the Company and the Existing Investor (the “Letter Agreement”). WHEREAS, pursuant to the Letter Agreement, the Company issued to the Existing Investor a warrant to purchase 2,600,000 shares of Common Stock (the “Initial Warrant”) and agreed to issue an additional warrant to purchase 7,860,000 shares of Common Stock (the “Additional Warrant” and, together with the Initial Warrant, the “Warrants”) upon satisfaction of certain conditions set forth therein. WHEREAS, the Registration Rights Agreement defines “Registrable Securities” to include any shares of Common Stock, including shares of Common Stock issuable upon exercise of any outstanding Warrants, whether now owned or hereafter acquired by a Holder. WHEREAS, pursuant to that certain Partial Assignment and Assumption Agreement, of even date herewith (the “Assignment Agreement”), by and among the Existing Investor, the Joining Party, the Company, and The Babcock & Wilcox Company, the Existing Investor has assigned to the Joining Party fifty percent (50%) of the Existing Holder’s rights with respect to the Warrants issued and issuable under the Letter Agreement, representing the right to purchase an aggregate of 5,230,000 shares of Common Stock. WHEREAS, in connection with the Assignment Agreement, the Company has agreed to issue to the Joining Party a warrant to purchase 5,230,000 shares of Common Stock (the “Base Electron Warrant”). WHEREAS, pursuant to the Assignment Agreement, the Joining Party is becoming a party to the Registration Rights Agreement as an “Investor” thereunder, and the parties desire to enter into this Amendment and Joinder to effect such joinder. WHEREAS, the parties desire to amend the Registration Rights Agreement to amend the definition of “Filing Date” for the benefit of all Holders thereunder. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Amendment to Registration Rights Agreement Pursuant to Section 9(d) of the Registration Rights Agreement, the Registration Rights Agreement is hereby amended, effective as of the Effective Date, to amend and restate the definition of “Filing Date” in Section 1 in its entirety to read as follows:

 
“Filing Date” means, the earlier of (i) May 29, 2026, and (ii) the date that is three (3) Business Days following the Company’s good faith determination that it no longer possesses any material, nonpublic information. 2. Joinder to Registration Rights Agreement (a) Joinder. The Joining Party hereby agrees that, as of the Effective Date, it shall become a party to the Registration Rights Agreement as if it were an original signatory thereto and shall be deemed to be an “Investor” for all purposes of the Registration Rights Agreement with respect to the Base Electron Warrant and the shares of Common Stock issuable upon exercise of the Base Electron Warrant (the “Warrant Shares”). (b) Agreement to be Bound. The Joining Party hereby agrees to be bound by, and subject to, all of the terms, conditions, and obligations applicable to an “Investor” or “Holder” under the Registration Rights Agreement, including, without limitation, the indemnification obligations set forth in Section 6(b) thereof. (c) Rights of Investor. From and after the Effective Date, the Joining Party shall be entitled to all of the rights and benefits of an “Investor” or “Holder” under the Registration Rights Agreement with respect to the Base Electron Warrants and the Warrant Shares, including, without limitation, the registration rights set forth in Section 2 thereof and the piggyback registration rights set forth in the new Section 2A thereof (as added by the amendment set forth in Section 1 hereof). 3. Company Acknowledgment and Agreement (a) Consent. The Company hereby consents to (i) the amendment to the Registration Rights Agreement set forth in Section 1 hereof and (ii) the joinder of the Joining Party to the Registration Rights Agreement as set forth herein. (b) Acknowledgment. The Company acknowledges and agrees that, from and after the Effective Date, the Base Electron Warrants and the Warrant Shares shall constitute “Registrable Securities” under the Registration Rights Agreement, and the Company shall have the same obligations to the Joining Party with respect to such Registrable Securities as it has to the Existing Investor under the Registration Rights Agreement. (c) Registration Statement. The Company agrees to file an amendment or supplement to any existing Registration Statement, or a new Registration Statement, as applicable, to include the shares of Common Stock issued to any Holder or issuable upon exercise of the Warrants, including Base Electron Warrant, as Registrable Securities, in accordance with the terms and conditions of the Registration Rights Agreement; provided that, notwithstanding anything to the contrary in the Registration Rights Agreement, the Company shall file such amendment, supplement, or new Registration Statement no later than May 30, 2026, unless all such Registrable Securities are then subject to an effective Registration Statement. 4. Existing Investor Acknowledgment The Existing Investor hereby acknowledges and consents to (a) the amendment to the Registration Rights Agreement set forth in Section 1 hereof, which amendment shall apply to all Investors and Holders under the Registration Rights Agreement, (b) the joinder of the Joining Party to the Registration Rights Agreement as an additional Investor as set forth herein, and (c) the inclusion of the Warrant Shares issuable upon exercise of the Base Electron Warrants as Registrable Securities under the Registration Rights Agreement.

 
5. Securities Information Pursuant to Section 8 of the Registration Rights Agreement, the Joining Party hereby provides the following information: (a) Name and Address of Joining Party: Base Electron, Inc. 3811 Turtle Creek Blvd., Suite 2100 Dallas, Texas 75219 Attention: Jason Zhang (b) Securities with Respect to Which Registration Rights Apply: (i) The Base Electron Warrant to purchase 5,230,000 shares of Common Stock. 6. Miscellaneous (a) Effect on Registration Rights Agreement. Except as expressly amended by Section 1 hereof, the Registration Rights Agreement shall remain in full force and effect in accordance with its terms. (b) Governing Law. This Amendment and Joinder shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflict of laws thereof. (c) Counterparts. This Amendment and Joinder may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature Page Follows]

 
[Signature Page to Amendment and Joinder to Registration Rights Agreement] IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Joinder to Registration Rights Agreement as of the Effective Date. JOINING PARTY: BASE ELECTRON, INC. By: /s/ Jason Zhang Name: Jason Zhang Title: President COMPANY: BABCOCK & WILCOX ENTERPRISES, INC. By: /s/ Kenneth Young Name: Kenneth Young Title: Chief Executive Officer EXISTING INVESTOR: APPLIED DIGITAL CORPORATION By: /s/ Wes Cummins Name: Wes Cummins Title: Chief Executive Officer

 

EXHIBIT 31.1
CERTIFICATION
I, Kenneth M. Young, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Babcock & Wilcox Enterprises, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 11, 2026
/s/ Kenneth M. Young
Kenneth M. Young
Chairman and Chief Executive Officer



EXHIBIT 31.2
CERTIFICATION
I, Cameron Frymyer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Babcock & Wilcox Enterprises, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 11, 2026/s/ Cameron Frymyer
Cameron Frymyer
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer and Duly Authorized Representative)



EXHIBIT 32.1
BABCOCK & WILCOX ENTERPRISES, INC.
Certification Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Kenneth M. Young, President and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), hereby certify, to my knowledge, that:
(1)the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of B&W as of the dates and for the periods expressed in the Report.
Dated: May 11, 2026/s/ Kenneth M. Young
Kenneth M. Young
Chairman and Chief Executive Officer



EXHIBIT 32.2
BABCOCK & WILCOX ENTERPRISES, INC.
Certification Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Cameron Frymyer, Chief Financial Officer of Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), hereby certify, to my knowledge, that:
(1)the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of B&W as of the dates and for the periods expressed in the Report.
Dated: May 11, 2026/s/ Cameron Frymyer
Cameron Frymyer
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer and Duly Authorized Representative)