INTELLECTUAL PROPERTY PURCHASE AGREEMENT

Exhibit 10.1

** **

Execution Version

INTELLECTUAL PROPERTY PURCHASE AGREEMENT

This INTELLECTUAL PROPERTY PURCHASE AGREEMENT (the “Agreement”) is entered into as of July 28, 2026 (the “Effective Date”), by and among Evervolt Green Energy Holding Pte, Ltd. (“Seller”), T1 Energy Inc. (“Purchaser”) and (solely with respect to Section 2.6) T1 G1 Dallas Solar Module LLC (“G1”). Seller and Purchaser are each referred to herein as a “Party” and, collectively, as the “Parties.” Initially capitalized terms used in this Agreement shall have the meaning ascribed to them herein.

RECITALS

WHEREAS, reference is made to (i) the IP License Agreement, dated December 23, 2024, by and between Seller and Purchaser, as amended December 29, 2025 (the “IP License Agreement”), (ii) the Intellectual Property License Agreement, dated July 16, 2024, as amended December 23, 2024 and December 29, 2025, by and between Seller and T1 G1 Dallas Solar Module LLC (“G1”, together with the IP License Agreement, the “Existing Licenses”), (iii) the Letter Agreement, dated December 29, 2025, by and between Trina Solar Co., Ltd (“Trina”) and T1, (iv) the Patent Assignment Agreement, dated December 29, 2025, by and between Trina and Evervolt, as amended July 6, 2026 (the “Prior Sale Agreement”); and (v) the Call Option Letter, dated July 27, 2026, by and between Seller and Purchaser, attached hereto as Schedule H (the “Option Agreement”);

WHEREAS, pursuant to the Prior Sale Agreement, Evervolt granted to Trina a royalty-free, fully paid-up, irrevocable, perpetual, worldwide and sub-licensable license under the Acquired IP;

WHEREAS, Purchaser has exercised the Call Option (as defined in the Option Agreement) in accordance with the Option Agreement’s terms and the Effective Date is the Effective Date (as defined in the Option Agreement) of the Option Agreement; and

WHEREAS, Seller and Purchaser now wish to terminate the Existing Licenses, and Purchaser wishes to acquire from Seller, and Seller wishes to sell to Purchaser, all of the intellectual property purchased by Seller pursuant to the Prior Sale Agreement in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the terms and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed by both Parties, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I*
Definitions and Interpretation*

Section 1.1  Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.

(a)  “Acquired IP” means any and all Intellectual Property in existence as of December 29, 2025 (including Intellectual Property then in development and in-process patent applications as of such date) that was assigned, transferred or otherwise sold to Seller or any of its Affiliates by or on behalf of Trina or any of its Affiliates pursuant to the Prior Sale Agreement, including without limitation, the Patents set forth on Schedule A and the Know-How set forth on Schedule I. For the avoidance of doubt, and notwithstanding anything herein or in the Prior Sale Agreement to the contrary, the Acquired IP shall comprise all Intellectual Property in existence as of December 29, 2025 that was licensed to Purchaser pursuant to the Existing Licenses immediately prior to the Prior Sale Agreement becoming effective and immediately following Seller’s assumption thereof.

(b)  “Affiliate” of any Person means another Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with, such first Person, where “Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled” and “under common Control with” have correlative meanings.

(c)  “Agreement” has the meaning set forth in the Preamble to this Agreement.

(d)  “Assumed Contracts” means the contracts, relating to the Existing Third-Party Licenses, which Purchaser assumes all obligations in the capacity as licensor or benefits in the capacity as licensee, as applicable, in accordance with the disclosed terms thereof and applicable Law; as set forth on Schedule E.

(e)  “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

(f)  “Closing” has the meaning set forth in Section 2.3.

(g)  “Closing Date” has the meaning set forth in Section 2.3.

(h)  “Code” has the meaning set forth in the definition of Tax Law Change.

(i)  “Confidential Information” has the meaning set forth in Section 6.1(a).

(j)  “Distribution and/or Sale” and “Distribute and/or Sell” mean selling, offering for sale, distributing for sale, marketing, promoting, advertising, importing, using and otherwise commercializing.

(k)  “Effective Date” has the meaning set forth in the Preamble to this Agreement.

(l)  “Existing Licenses” has the meaning set forth in the Recitals to this Agreement.

(m)  “Existing Patent Proceedings” means (i) IPR2025-00006 and IPR2025-00007, filed by Runergy *USA Inc. *and others against the ‘104 Patent and the ‘009 Patent. The Patent Trial and Appeal Board issued decision in April 2026 holding both patents invalid. Seller has the intention to appeal, and the notice of appeal is due on August 17, 2026; and (ii) the following three pending district court actions, each of which is at an early stage and has been stayed pending the outcome of the appeal referred to in limb (i): (A) Trina Solar Co., Ltd. v. Jiangsu Runergy New Energy Technology Co., Ltd., Case No. 2:24-cv-07694 (CDCA); (B) Trina Solar (US), Inc. et al v. Runergy USA Inc. et al, Case No. 1-24-cv-00557 (DDE); and (c) Trina Solar Co., Ltd. v. Canadian Solar (USA) Inc. et al, Case No. 1-24-cv-01115 (DDE).

(n)  “Existing Third-Party Licenses” means existing licenses, sublicense or other similar rights granted by Seller or Trina or their respective Affiliates with respect to the Acquired IP prior to the Effective Date.

(o)  “Exploitation” means to make, otherwise Manufacture, import, use, research, develop, commercialize, hold or keep (whether for disposal or otherwise), transport, dispose of, Distribute and/or Sell, promote, market or otherwise have any of the foregoing done.

(p)  “Facilities” means (i) the Solar Module Manufacturing Facility; and (ii) any other facility in which Purchaser, directly or indirectly, owns an equity interest and that is commissioned for the Manufacture of Products.

(q)  “G1” has the meaning set forth in the Recitals to this Agreement.

(r)  “Governmental Authority” means any nation or government; any state, municipality or other political subdivision thereof; and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, taxing, regulatory, administrative or other similar functions of, or pertaining to, governance; and any executive official thereof.

(s)  “Indemnified Party” has the meaning set forth in Section 5.2.

(t)  “Indemnifying Party” has the meaning set forth in Section 5.2.

(u)  “Intellectual Property” means any and all rights (created or arising in any jurisdiction anywhere in the world, whether statutory, common law, or otherwise) to the extent arising from or related to intellectual property, and other similar proprietary rights, including in or to (i) Patents, (ii) copyrightable works, copyrights (including, but not limited to, in product label or packaging artwork or templates), rights in works of authorship (whether copyrightable or not), moral rights, mask work rights, rights in data and database rights and design rights, in each case, whether or not registered, and registrations and applications for registration thereof, (iii) Software, (iv) Know-How, and (v) all registrations and applications for registration of any of the foregoing clauses (i) through (iv). For the avoidance of doubt, Intellectual Property excludes Trademarks.

(v)  “IP Claim” has the meaning set forth in Section 5.3(b).

(w)  “IP License Agreement” has the meaning set forth in the Recitals to this Agreement.

(x)  “Know-How” means all trade secrets (including those trade secrets defined in the Defend Trade Secrets Act, Uniform Trade Secrets Act or under corresponding foreign statutory and common Law) and other confidential or proprietary information, know-how and technical data, including any that comprise financial, business, scientific, technical, economic, or engineering information and instructions, including any confidential or proprietary raw materials, material lists, raw material specifications, methods, techniques, processes and inventions (whether or not patentable), and all Intellectual Property therein and with respect thereto, other than Patents.

(y)  “Knowledge” and its cognates mean, with regard to Seller, the actual knowledge after reasonable inquiry of the individuals listed on Schedule C.

(z)  “Law” means any U.S. or non-U.S. federal, state, provincial, local or other constitution, law, statute, ordinance, rule, directive, regulation, published administrative position, policy or principle of common law issued, enacted, adopted, promulgated, implemented or otherwise put into legal effect by or under the authority of any Governmental Authority and any judgments, decisions, orders and awards made in respect of the foregoing, including for the avoidance of doubt any stock exchange rules.

(aa)  “Manufacture” and “Manufacturing” means any and all activities related to the production, manufacture, making, processing, packaging, labeling, testing, shipping, storing, or release of a product or any component thereof, including process development, process qualification and validation, scale-up, test method development, quality assurance and quality control with respect to the foregoing.

(bb)  “Materials” means specifications, instructions, formulas, spreadsheets, data, drafts, papers, designs, schematics, diagrams, models, prototypes, computer-stored data, manuscripts, object code and other items.

(cc)  “New License Agreement” means the license agreement between Purchaser and Trina in respect of the Acquired IP, on the form attached hereto as Schedule G.

(dd)  “Option Agreement” has the meaning set forth in the Recitals to this Agreement.

(ee)  “Party” has the meaning set forth in the Preamble to this Agreement.

(ff)  “Patent Assignment Agreement” means that certain patent assignment agreement, a form of which is attached hereto as Schedule D.

(gg)  “Patents” means patents, patent applications (including patents issued thereon), invention disclosures, statutory invention registrations, patents of importation, certificates of addition, design patents and utility models, in each case of the foregoing, including reissues, divisionals, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof.

(hh)  “PERC Technology” means the solar cell technology called as of the date hereof Passivated Emitter and Rear Contact Solar Cell.

(ii)  “Person” means any individual or entity, including a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Authority (or any department, agency, or political subdivision thereof).

(jj)  “Prior Sale Agreement” has the meaning set forth in the Recitals to this Agreement.

(kk)  “Products” means any and all Solar Modules, Solar Cells and components thereof.

(ll)  “Purchased Assets” means any and all (i) Acquired IP; (ii) rights of any kind whatsoever of Seller and its Affiliates accruing under the Acquired IP provided by applicable Law of any jurisdiction, by international treaties and conventions, and otherwise throughout the world; (iii) royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to the Acquired IP, other than royalties, fees, income or other payments paid or payable to Seller or its Affiliates prior to the Effective Date pursuant to any license agreement entered into by Seller or its Affiliates prior to the Effective Date; (iv) Assumed Contracts; and (v) claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

(mm)  “Purchaser” has the meaning set forth in the Preamble to this Agreement.

(nn)  “Purchaser Indemnified Party” has the meaning set forth in Section 5.3(a).

(oo)  “Retained Liabilities” has the meaning set forth in Section 2.2.

(pp)  “Seller” has the meaning set forth in the Preamble to this Agreement.

(qq)  “Software” means any and all computer software and programs (whether in source code, object code or other form), firmware, software implementations of algorithms, and related documentation, including flowcharts and other logic and design diagrams, technical, functional and other specifications, and user and training materials to the extent related to any of the foregoing.

(rr)  “Solar Cells” means the solar photovoltaic cells compatible with any Solar Modules.

(ss)  “Solar Module Manufacturing Facility” means the Manufacturing facility owned by G1 as of the Effective Date, that is located at 1200 North Sunrise Road, Wilmer, Texas.

(tt)  “Solar Modules” means any and all solar photovoltaic energy generating modules utilizing any PERC Technology or TOPCon Technology.

(uu)  “Tax Law Change” means (i) any change in or amendment to the Internal Revenue Code of 1986, as amended (the “Code”), or another applicable federal income tax statute, (ii) any change in, or issuance of, or promulgation of any proposed, temporary or final Treasury Regulations promulgated thereunder that results in any change to the interpretation of the Code or existing Treasury Regulations (provided that, for purposes of this definition, proposed Treasury Regulations only include proposed Treasury Regulations that specify they will be effective retroactively before issuance in final form and proposed Treasury Regulations that may be relied upon, or applied, by taxpayers before issuance in final form), (iii) any Internal Revenue Service or U.S. Treasury Department guidance published or to be published in the Internal Revenue Bulletin or Cumulative Bulletin or any other notice, announcement, revenue ruling, revenue procedure, private letter ruling, technical advice memorandum, chief counsel advisory opinion, or other similar guidance published by the Internal Revenue Service or U.S. Treasury Department, or (iv) any change in the interpretation of the Code or Treasury Regulations by any decision of the U.S. Tax Court, a U.S. Bankruptcy Court, the U.S. Court of Federal Claims, a U.S. District Court, a U.S. Court of Appeals or the U.S. Supreme Court.

(vv)  “Third Party” means any Person other than Seller, Purchaser and their respective Affiliates.

(ww)  “TOPCon Technology” means the solar cell technology called as of the date hereof Tunnel Oxide Passivated Contact Solar Cell.

(xx)  “Trademarks” means any trademarks, certification marks, service marks, trade names, domain names, favicons, social media addresses, service names, trade dress and logos, and other source indicators, including all goodwill associated therewith, in each case whether or not registered, and registrations and applications for registration thereof, and all reissues, extensions and renewals of any of the foregoing.

(yy)  “Transfer Agent” means Continental Stock Transfer & Trust Company.

(zz)  “Trina” has the meaning set forth in the Recitals to this Agreement.

Section 1.2  Capitalized terms used but otherwise not defined in this Agreement shall have the meaning given to them in the Option Agreement.

ARTICLE II 

Section 2.1  Sale of Purchased Assets.

(a)  On the Closing Date, in consideration for the payments by Purchaser to Seller as set forth in Article III, Seller, on behalf of itself and its Affiliates, shall, and hereby does, irrevocably convey, sell, assign, transfer and deliver to Purchaser, and Purchaser does hereby accept, all of Seller’s and its Affiliates’ right, title and interest in and to the Purchased Assets.

(b)  Following the Closing, Seller and its Affiliates shall not retain any rights, title or interest in or to the Purchased Assets.

Section 2.2  Retained Liabilities. Notwithstanding any provision in this Agreement, Seller and its Affiliates shall retain and be responsible for all liabilities, debts and obligations, whether present or future, absolute or contingent, to the extent arising out of, related to or in connection with the operation or conduct of any business with respect to the Acquired IP prior to the Closing Date (collectively, the “Retained Liabilities”).

Section 2.3  Closing of the Transactions Contemplated by this Agreement. The closing of the transaction contemplated by this Agreement (the “Closing”) shall take place telephonically and through the mutual exchange via electronic means of executed copies of documents (including in “portable document format” (PDF) form, or by and other electronic means intended to preserve the original graphic and pictorial appearance of a documents), at 10:00 a.m. (New York City time) on the Effective Date, or such other date, time or place as agreed to in writing by the Parties. The date the Closing actually occurs is referred to herein as the “Closing Date”.

Section 2.4  Deliverables. On the Closing Date:

(a)  Purchaser shall:

(i)  as required in accordance with Section 3 of the Option Agreement, pay the Purchase Price;

(ii)  deliver to Seller a copy of the Patent Assignment Agreement, executed by Purchaser; and

(iii)  deliver to Seller a copy of the New License Agreement, executed by Purchaser.

(b)  Seller shall deliver to Purchaser:

(i)  a copy of the Patent Assignment Agreement, executed by Seller;

(ii)  a copy of the agreement between Seller and Trina terminating the Prior Sale Agreement; and

(iii)  a copy of the New License Agreement, executed by Trina.

Section 2.5  Recordation and Further Actions.

(a)  To the extent not completed prior to the Effective Date, promptly following the Closing Date (but in any event, within thirty (30) days hereof), at Seller’s sole cost and expense, Seller shall effect the necessary change of ownership and recordals with all competent patent, trademark, and copyright offices and other similar authorities with respect to the Acquired IP to evidence the sale of the Acquired IP to Purchaser, and to remediate gaps in the chain of title for the Acquired IP, including where the Acquired IP are still recorded in the name of legal predecessors of Seller or any Person other than Seller and where the relevant recordals with the applicable patent, copyright, and trademark offices and other similar authorities are incorrect for any other reason with respect to any Acquired IP.

(b) Following the Closing Date, at Purchaser’s reasonable request, and at Purchaser’s sole cost and expense, Seller shall take all steps and actions, and provide such cooperation and assistance to Purchaser and its successors, assigns and legal representatives, as may be reasonably necessary or desirable to effect, evidence or perfect the assignment of the Purchased Assets to Purchaser, and convey unto Purchaser the benefit of the transactions contemplated hereby, including the execution and delivery of any affidavits, declarations, oaths, exhibits, powers of attorney or other documents, including assignment documentation or other instruments of conveyance prepared by Purchaser for filing with the applicable governmental entity, office or registrar (including any applicable foreign or international office or registrar), and use commercially reasonable efforts to obtain the same from respective inventors. As between the Parties, promptly following the Closing Date (but in any event, within thirty (30) days hereof), Seller shall, at its sole cost and expense, be responsible for filing, and shall file, the Patent Assignment Agreement with the United States Patent and Trademark Office.

Section 2.6 Termination of Existing Licenses. As of the Closing Date, the Parties and G1 hereby agree that each of the Existing Licenses is terminated with immediate effect, and the Parties and G1 shall take any and all necessary steps to effect such termination. Each Party and G1 shall, and shall cause any of their Affiliates to, execute and deliver any instruments, agreements, releases and other documents, and take such further actions, as may be reasonably necessary or reasonably requested by the other Party or G1 to effect, evidence or perfect the termination of the Existing Licenses, including executing termination agreements or deeds of termination in respect of any Existing License and making any filings or deregistrations with any intellectual property office or Governmental Authority where any Existing License has been recorded.

ARTICLE III*
Payment by Purchaser to Seller*

Section 3.1  Purchase Price. The Purchase Price shall be in the amount and payable on the terms and subject to the provisions set forth in Section 3 of the Option Agreement.

Section 3.2  Tax Law Changes. The Parties hereby agree that this Agreement is intended to, and does, and shall be interpreted by the Parties to, effectuate a bona fide sale of intellectual property as defined in Section 7701(a)(51)(D)(ii)(III)(bb) of the Code. The Parties further agree to take all reasonable steps necessary to amend this Agreement if required to maintain the characterization as a bona fide sale of intellectual property in the event of any Tax Law Change (as determined by a nationally recognized law firm of Purchaser’s choice, which is reasonably acceptable to Seller).

ARTICLE IV*
representations and warranties*

Section 4.1  Mutual Representations and Warranties. Each of Seller and Purchaser hereby represents and warrants to the other Party as of the Effective Date and as of the Closing Date, that:

(a)  it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization;

(b)  the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite action under the provisions of its charter, bylaws and other organizational documents, and does not require any action or approval by any of its shareholders or other holders of its voting securities or voting interests;

(c)  it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and

(d)  this Agreement has been duly executed and is a legal, valid and binding obligation on each Party, enforceable against such Party in accordance with its terms.

Section 4.2  Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as of the Effective Date and as of the Closing Date, that:

(a)  Seller (or one or more of its Affiliates) is the sole and exclusive owner and owner of record of the Purchased Assets, all of which are free and clear of any claims, liens, charges or encumbrances, other than any claims, liens, charges or encumbrances set out in (i) the Prior Sale Agreement, (ii) the Assumed Contracts or (iii) the Existing Patent Proceedings;

(b)  Seller has the full right, power and authority to grant all of the right, title and interest granted to Purchaser in connection with this Agreement;

(c)  Seller is not a specified foreign entity, as defined pursuant to Section 7701(a)(51)(B) and Section 7701(a)(51)(C) of the Code;

(d)  immediately after the Closing Date, Purchaser will have all right, title and interest in, to and under (including the right to grant licenses) all of the Acquired IP, free and clear of any claims, liens, charges and encumbrances, other than (i) as agreed by Purchaser in the New License Agreement; (ii) in the Assumed Contracts and (iii) as set forth in the Existing Patent Proceedings;

(e)  Seller has not entered into any amendment, modification, side agreement or other arrangement with respect to the Prior Sale Agreement that modifies, amends, suspends, alters or terminates the Prior Sale Agreement after July 6, 2026;

(f)  Schedule A sets forth a true and complete list of all Patents within the Acquired IP;

(g)  Schedule B sets forth a true and complete list of all Products developed and commercialized by Seller or its Affiliates, or previous owners of the Acquired IP, on or prior to the Effective Date;

(h)  except as set out in Schedule E, Seller has provided to Purchaser true and complete copies of all Assumed Contracts prior to the Effective Date;

(i)  each Patent within the Acquired IP is in full force and effect, valid and enforceable except as set forth in the Existing Patent Proceedings;

(j)  from the date of the Prior Sale Agreement, Seller or its Affiliates have timely paid all filing and renewal fees payable with respect to the Patents within the Acquired IP owned or under the control of Seller or its Affiliates;

(k)  except as disclosed in writing by Seller to Purchaser prior to the Effective Date, no Third Party, since the date of the Prior Sale Agreement: (i) to Knowledge of Seller, is infringing, misappropriating or otherwise violating any Acquired IP or (ii) has filed any challenge with any Governmental Authority or threatened in writing to challenge the scope, validity or enforceability of any Acquired IP (including, by way of example, through the institution or written threat of institution of interference, nullity or similar invalidity proceedings before the United States Patent and Trademark Office or any analogous foreign Governmental Authority);

(l)  except as disclosed in writing by Seller to Purchaser prior to the Effective Date, since the date of the Prior Sale Agreement, there is no claim, demand, suit, proceeding, arbitration, inquiry, investigation or other legal action of any nature, civil, criminal, regulatory or otherwise, pending or threatened in writing (including with respect to any infringement, misappropriation or other violation of any Intellectual Property of any Third Party) against Seller or any of its Affiliates in connection with the Acquired IP; and

(m)  Seller and its Affiliates have complied in all material respects with all Laws applicable to the filing, prosecution and maintenance of the Patents within the Acquired IP, including any disclosure requirements.

Section 4.3 Disclaimer. THE FOREGOING REPRESENTATIONS AND WARRANTIES OF EACH PARTY ARE IN LIEU OF ANY OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY EXCLUDED AND DISCLAIMED.

Section 4.4  Compliance with Laws. Each of Seller and Purchaser shall comply with all Laws applicable to such Party and all Laws of the United States related to the performance of its obligations under this Agreement.

ARTICLE V*
SURVIVAL; Indemnification; limitations on liability*

Section 5.1  Survival. All representations, warranties, covenants, and agreements contained in this Agreement and all related rights to indemnification and damages shall continue in full force and effect following the date hereof.

Section 5.2  Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and such other Party’s Affiliates (as applicable) and its and their respective directors, officers, agents, successors and assigns (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all loss, liability, or expense (including attorneys’ fees and costs) incurred or suffered by any of the Indemnified Parties as a result of, or arising out of, any claim or demand by a Third Party alleging or arising from (a) solely with respect to Seller as the Indemnifying Party, any Retained Liabilities, (b) negligence, gross negligence, willful misconduct or fraud by the Indemnifying Party, any of its Affiliates, or its or its Affiliates’ officers, directors, members, managers or employees, or its or their agents or subcontractors in the performance of this Agreement or (c) material breach by the Indemnifying Party of this Agreement, in each case (in respect of the foregoing clauses (a)-(c)), except to the extent that such loss, liability or expense (including attorneys’ fees and costs) is subject to indemnification by the other Party pursuant to this Article V.

Section 5.3  IP Infringement Claims.

(a)  Seller shall indemnify, defend and hold harmless Purchaser and its Affiliates (“Purchaser Indemnified Party”) from and against any loss, liability or expense (including attorneys’ fees and costs) incurred by any such party as a result of, or arising out of, a claim or demand by a Third Party alleging that any Acquired IP, or the use thereof, infringes, misappropriates or otherwise violates any Intellectual Property rights of any Third Party; provided that Seller shall have no such obligation to the extent the claim or demand arises from: (i) the combination of Acquired IP with content, materials, products or services provided by Purchaser and its Affiliates or Third Parties that is not at the direction of Seller or in compliance with Seller’s instructions and Seller does not and should not reasonably expect such combination to occur, where the use of Acquired IP alone in the absence of such combination would be non-infringing; or (ii) Purchaser’s failure to use updated versions of Acquired IP (which are substantially the same or better than the previous versions of such Acquired IP) if so instructed and provided by Seller in order to avoid such infringement, misappropriation or violation. For the avoidance of doubt, “Purchaser Indemnified Party” is an “Indemnified Party” under Section 5.4.

(b)  Without limiting the foregoing, if (i) a Third Party brings a claim that any Acquired IP, or the use thereof, infringes, misappropriates or otherwise violates any Third Party’s Intellectual Property rights (an “IP Claim”), (ii) Seller or Purchaser believes an IP Claim is reasonably likely or (iii) Purchaser’s or its licensees’ use of the Acquired IP, or any activity with respect thereto, is enjoined as a result of, or arising out of, an IP Claim, Seller shall, at its expense and in consultation with Purchaser, which shall act reasonably: (1) obtain a license or grant of rights under the rights that have been infringed or otherwise violated or are alleged to be infringed or otherwise violated, or other functionally equivalent Intellectual Property agreed upon by Purchaser (or at Purchaser’s direction acting reasonably and to the extent commercially reasonable, require the Third Party to transfer ownership to Purchaser of such Intellectual Property rights), which rights shall be no less favorable than the rights Seller granted to Purchaser pursuant to the IP License Agreement or (2) modify the Acquired IP so it is non-infringing or otherwise non-violative, and deliver to Purchaser such modified Acquired IP; provided that such modified Acquired IP is functionally equivalent to the unmodified Acquired IP. Seller shall have no liability and no obligation under this Section 5.3 for any violation, infringement or misappropriation that arises out of or results from the matters described in Section 5.3(a)(i)–(ii).

Section 5.4  Procedures. The Indemnified Party shall be entitled to indemnification hereunder only: (a) if it gives written notice to the Indemnifying Party of any losses or claims, suits or proceedings by Third Parties which may give rise to a claim for indemnification with reasonable promptness after receiving written notice of such claim (or, in the case of a proceeding, is served in such proceeding) or becoming aware of any such loss; provided, however, that failure to give such notice shall not relieve the Indemnifying Party of its obligation to provide indemnification, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby, and (b) once the Indemnifying Party confirms in writing to the Indemnified Party that it is prepared to assume its indemnification obligations hereunder, the Indemnifying Party has sole control over the defense of the claim, at its own cost and expense; provided, however, that the Indemnified Party shall have the right to be represented by its own counsel at its own cost in such matters. Notwithstanding the foregoing, (i) no Indemnifying Party shall have the right to assume control over the assertion of any claim, or the commencement of any action, in either case with respect to Taxes of the Indemnified Party; provided that the Indemnified Party shall not settle or resolve any such claim or action if doing so would reasonably be expected to adversely impact the Indemnifying Party, including increasing the Indemnifying Party’s obligations pursuant to this Agreement, without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed; and (ii) the Indemnifying Party shall not settle or dispose of any such matter in any manner which would require the Indemnified Party to make any admission, or to take any action (except for ceasing use or distribution of the items subject to the claim) without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. Each Party shall reasonably cooperate with the other Party and its counsel in the course of the defense of any such suit, claim, or demand, such cooperation to include using reasonable efforts to provide or make available documents, information and witnesses and to mitigate damages.

Section 5.5  Limitation of Liability. EXCEPT FOR A PARTY’S BREACH OF ARTICLE VI, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE OR OPPORTUNITY COSTS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.

ARTICLE VI*
Confidentiality*

Section 6.1  Confidentiality.

(a)  Definitions; Exclusions. Each Party acknowledges that, in connection with this Agreement, it will gain access to certain non-public, confidential, or proprietary information of the other Party (“Confidential Information”). Confidential Information does not include information that at the time of disclosure is: (i) in the public domain; (ii) known to the Party receiving it; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a Third Party; or (iv) independently developed by the receiving Party without access to the other Party’s Confidential Information.

(b)  Obligations. Each Party shall maintain the other Party’s Confidential Information in strict confidence, use it only in furtherance of this Agreement, and not disclose it to any other Person, except to its employees, directors, officers, contractors, advisors, equity investors, lenders, and, with respect to Purchaser and its Affiliates, its customers, in each case who (i) have a need to know such Confidential Information for such Party to exercise its rights or perform its obligations hereunder and (ii) are bound by written non-disclosure agreements with such Person. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to comply with an order of a court or other Governmental Authority, or as otherwise necessary to comply with applicable Law; provided that the Party making the disclosure pursuant to the order or in compliance with applicable Law shall first give written notice to the other Party as soon as reasonably practicable, to the extent legally permissible, to permit the other Party to object to the disclosure, and with respect to such order also shall first have made a reasonable effort to obtain a protective order to protect such disclosure. Moreover, the Parties shall agree on the content of any press release or public disclosure relating to this Agreement before such disclosure is made.

ARTICLE VII*
Governing Law and Jurisdiction; Waiver of Jury Trial; Equitable Remedies*

Section 7.1  Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction). The application of the United Nations Conventions on the International Sale of Goods is explicitly excluded. Any action, dispute, legal suit or proceeding seeking to enforce any provision of, or based on any right arising out of, or relating in any manner to, this Agreement, any other document or instrument executed in connection with this Agreement or the transactions contemplated hereby or thereby must be brought against any of the Parties in the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, in another court of the State of Delaware, County of New Castle, or in the United States District Court for the District of Delaware, and each of the Parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any Party anywhere in the world. EACH PARTY HERETO VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE AFOREMENTIONED COURTS OVER ANY ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY RIGHT ARISING OUT OF, OR RELATING IN ANY MANNER TO, THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH CLAIM BROUGHT IN SUCH COURTS OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF ANY SUCH CLAIM. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH CLAIM MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

Section 7.2  Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (b) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.2.

Section 7.3  Equitable Relief. Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation, and in the event of such a breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including, without limitation, specific performance. The Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at Law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

ARTICLE VIII*
Miscellaneous*

Section 8.1  Payment Method; Reconciliation. All payments to be made between the Parties under this Agreement will be made in U.S. dollars and may be paid by wire transfer in immediately available funds to a bank account designated by the payee. To the extent permitted under applicable Law, upon mutual agreement, each Party will have the right to offset any amount owed by the other Party under or in connection with this Agreement which obligation is not being disputed by such other Party in good faith, including in connection with any breach or indemnification obligation by the other Party, against any payments owed by such Party to such other Party under this Agreement. Such offsets will be in addition to any other rights or remedies available under this Agreement or applicable Law.

Section 8.2  Assignment. Neither Party may assign this Agreement to any Third Party, in whole or in part, including by operation of law or otherwise without the prior written consent of the other Party.

Section 8.3  Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 8.4  Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between or among the Parties or any of their respective Affiliates for any purposes whatsoever (including for U.S. federal income tax purposes), neither Party shall, or shall permit its Affiliates to, hold itself out as an agent, partner, joint venturer, employer, employee or fiduciary of the other Party (or any of its Affiliates) in connection with this Agreement (including for U.S. federal income tax purposes), and neither Party has authority to contract or bind the other Party in any manner whatsoever.

Section 8.5  Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (other than routine communications having no legal effect) must be in writing and sent to the respective Party at the following addresses (or at such other address for a Party as may be specified in a notice given in accordance with this Section). Notices sent in accordance with this Section will be deemed effective: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by an internationally recognized overnight courier (receipt requested); or (c) on the date sent by email (in each case, with confirmation of transmission, and only if an email address is provided by a Party to the other Party in a notice given in accordance with this Section), if sent during normal business hours of the recipient, and on the next day if sent after normal business hours of the recipient:

if to Seller:

Evervolt Green Energy Holding Pte Ltd.

18, Boon Lay Way, #06-107, Trade Hub 21, Singapore 609966
Attention: Simon Tan
Email: [***]

if to Purchaser:

T1 Energy Inc.

1211 E 4th St.

Austin, Texas 78702

Attention: Compliance Officer
Email: compliance-officer@t1energy.com

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

Skadden, Arps, Slate, Meagher & Flom (UK) LLP
22 Bishopsgate
London, EC2N 4BQ
Attention: Denis Klimentchenko, Danny Tricot, Sarah Knapp
Email: denis.klimentchenko@skadden.com, danny.tricot@skadden.com, sarah.knapp@skadden.com

Section 8.6  Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to Sections, Exhibits, and Schedules refer to the Sections of, Exhibits of, and Schedules attached to this Agreement; (ii) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

Section 8.7  Entire Agreement. This Agreement, together with all Exhibits, Schedules and attachments, the Option Agreement and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

Section 8.8  Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Except as provided in Section 5.1 and Section 5.3, 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 any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

Section 8.9  Amendments and Waivers. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof.

Section 8.10  Severability. If any term or provision of this Agreement is invalid, illegal, void or unenforceable in any jurisdiction, such invalidity, illegality, voidability 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. The Parties further agree to replace such invalid, illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal, void or unenforceable provision.

Section 8.11  Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement.

* * * * *

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective representatives thereunto duly authorized.

**   **

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective representatives thereunto duly authorized.

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SCHEDULE H
Option Agreement

[See attached]

EXECUTION VERSION

*** ***

Strictly confidential

** **

** **

Dear all,

Reference is made to (i) the IP License Agreement, dated December 23, 2024, by and between Seller and Purchaser, as assigned and amended December 29, 2025 (the “IP License Agreement”), (ii) the Intellectual Property License Agreement, dated July 16, 2024, as amended December 23, 2024 and December 29, 2025, by and between Seller and T1 G1 Dallas Solar Module LLC (together with the IP License Agreement, the “Existing Licenses”), (iii) the Letter Agreement, dated December 29, 2025, by and between Trina Solar Co., Ltd (“Trina”) and Purchaser and (iv) the Patent Assignment Agreement, dated December 29, 2025, by and between Trina and Purchaser, as amended July 6, 2026.

Further reference is made to our recent discussions relating to the contemplated (i) acquisition by Purchaser of all Intellectual Property (as defined under the Existing Licenses) licensed to T1 under the Existing Licenses and other assets pursuant to the purchase agreement, substantially in the form attached hereto as Schedule A (the “IP Purchase Agreement”) and (ii) granting to Joint Venture (as defined below) a sublicense under the license granted to Seller under the 5GW TOPCon Solar Cell Technology License Agreement, dated December 29, 2025 by and between Trina and Seller (the “5GW License” and the transaction contemplated under (i) and (ii), the “Contemplated Transaction”).

This call option letter (the “Call Option Letter”) sets forth the terms and conditions of Seller’s irrevocable commitment to (i) sell the Purchased Assets (as defined under the IP Purchase Agreement) to Purchaser on the terms and subject to the conditions set forth in the IP Purchase Agreement and (ii) grant Joint Venture the Sub-License (as defined below) on the terms and subject to the conditions set forth hereunder. Capitalized terms used but otherwise not defined in this Call Option Letter shall have the meaning given to them in the IP License Agreement.

“THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS AND, IN THE CASE OF CLAUSE (B), UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.”

By countersigning this Call Option Letter, Seller undertakes for the duration of the Call Option not to take any action to, and to procure (so far as it lies within its powers) that the Affiliates of Seller do not, until the Expiry Date:

(Signature pages to follow)