NOEM · CO2 Energy Transition Corp.

On April 15, 2025, the Issuer entered into a convertible promissory note with the Reporting Person. Pursuant to the convertible promissory note, the Issuer may request, and in the sole discretion of the Reporting Person, the Reporting Person may loan the Issuer, drawdowns of up to an aggregate $1,500,000 in principal from time to time, less $11,731 which was advanced prior to the execution of the note, and outstanding as of April 15, 2025.

Amounts outstanding under the note are convertible at the option of the Reporting Person, into units of the Issuer, at a conversion price of $10.00 per unit, with each unit consisting of one share of Issuer common stock, one warrant, and one right, with each warrant entitling the holder thereof to purchase one share of common stock at $11.50 per share, subject to adjustment as provided in the Issuer's Registration Statement on Form S-1 filed in connection with its initial public offering ("IPO"), and each eight rights entitling the holder to receive one share of common stock upon completion of the Issuer's initial business combination.

Simultaneous with the closing of the initial public offering of CO2 Energy Transition Corp. (the "Company"), CO2 Energy Transition LLC (the "Sponsor") acquired 265,000 units in a private placement (the "Private Units"). Each Private Unit consists of one share of Common Stock, one Warrant to purchase one share of Common Stock at an exercise price of $11.50 per share and one Right entitling the holder to one-eighth of one share of Common Stock upon completion of an initial business combination.

The Private Units were purchased for $10.00 per Private Unit.

The Warrants will become exercisable at any time commencing 30 days after completion of the Company's initial business combination.

The Rights will convert into shares of Common Stock upon completion of an initial business combination.

Simultaneous with the closing of the initial public offering of CO2 Energy Transition Corp. (the "Company"), CO2 Energy Transition LLC (the "Sponsor") acquired 265,000 units in a private placement (the "Private Units"). Each Private Unit consists of one share of Common Stock, one Warrant to purchase one share of Common Stock at an exercise price of $11.50 per share and one Right entitling the holder to one-eighth of one share of Common Stock upon completion of an initial business combination.

The Private Units were purchased for $10.00 per Private Unit.

Simultaneous with the closing of the initial public offering of CO2 Energy Transition Corp. (the "Company"), CO2 Energy Transition LLC (the "Sponsor") acquired 265,000 units in a private placement (the "Private Units"). Each Private Unit consists of one share of Common Stock, one Warrant to purchase one share of Common Stock at an exercise price of $11.50 per share and one Right entitling the holder to one-eighth of one share of Common Stock upon completion of an initial business combination.

The Private Units were purchased for $10.00 per Private Unit.

The Warrants will become exercisable at any time commencing 30 days after completion of the Company's initial business combination.

The Rights will convert into shares of Common Stock upon completion of an initial business combination.