EXHIBIT 10.2
THIS EXHIBIT 10.2 INCLUDES CERTAIN IDENTIFIED INFORMATION THAT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. WHERE INFORMATION HAS BEEN REDACTED, IT HAS BEEN SO INDICATED BY A “[***]”.
AMEDMENTNUMBER1TOTHECONTRACTFORTHESALEOFEQUIPMENTWITHBUYER’SPURCHASEORDER
This Amendment to Contract for the Sale of Equipment with Buyer’s Purchase Order (“Amendment No. 1”), is made effective this 27th day of May, 2026 ("Effective Date"), by and among NortheastWesternEnergySystemsUSALLC(“Seller”) and LibertyAdvancedEquipmentTechnologiesLLC(“Buyer”).
RECITALS
WHEREAS, the Contract for the Sale of Equipment with Buyer’s Purchase Order (“the Agreement”) was signed on February 13th, 2026 between Seller and Buyer;
WHEREAS, subject to the terms and conditions contained herein, as of the Effective Date, the parties agree to amend the Agreement;
NOWTHEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, as of the Effective Date, the parties agree as follows:
1.PAYMENTTERMS.Appendix C, Section 5(b) Milestone Invoice and Payment Events shall be deleted in its entirety and replaced with the following:
| LAET100JMC6242028DeliveryVersionL111withCGTAVKGenerators | ||||||||||||||
| ContractValueforBaseEquipment(JMC624andBOP) | $[***] | |||||||||||||
| Payment# | MilestoneInvoiceandPaymentEvents | %ofBaseEquipmentPrice | $ [***] | ProRata/Unit | ||||||||||
| 1 | Duenolaterthan20-February-2026non-refundable[***]%ProductionSlotReservationFeeformanufactureof[***]JMC624in2028as providedforinAppendixDScheduledDeliveryDates | [***]% | $ [***] | |||||||||||
| 2 | Duenolaterthan10-July-2026FullNoticeToProceed | [***]% | $ [***] | |||||||||||
| 3 | DueNet[***]daysfollowingSellerswrittennoticeofmanufacturingstartbutinanycase[***]daysbeforeshipmentonaproratabasisFCAGriesskirchenAT | [***]% | $ [***] | $ [***] | ||||||||||
| 4 | DueNet[***]daysfollowingBuyer'sreceiptofSeller'sNoticeofExpectedReadinesstoShipFCAGriesskirchenonaproratabasis(seeSection7c)butinanycasepriortoshipmentofeachJMC624 | [***]% | $ [***] | $ [***] | ||||||||||
| 5 | IndicativeU.S.CustomsDutiespaid[***]ofinvoiceonaproratabasispriortoshipment.FinalU.S.CustomsDutiessubjectto7a | $ [***] | $ [***] | |||||||||||
| 6 | IndicativeEuropeanInland,Ocean,andDomesticTransportationpaid[***] ofinvoiceonaproratabasispriortoshipment.FinalTransportationcostsubjectto7a. | $ [***] | $ [***] | |||||||||||
| 7 | DueNet[***]daysfollowingdateofdeliveryofEquipmenttoProjectSiteorotherBuyersdesignateddeliverylocationasper7fonaproratabasisforforeachJMC624 | [***]% | $ [***] | $ [***] | ||||||||||
| 8 | [***]Daysaftercompletionofstartupandcommissioningbutinnocaselaterthan[***]daysafterNoticeofReadytoShiponaproratabasis(seesection7C) | $ [***] | $ [***] | |||||||||||
| TotalContractValue | 100% | $ 493,155,400 |
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2.BindingAmendmentNo.1.This Amendment No. 1 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
3.AmendmentandModification.No amendment to or rescission, termination, or discharge of this Amendment No. 1 is effective unless it is in writing and signed by an authorized representative of each party to this Amendment No. 1.
4.Counterparts.This Amendment No. 1 may be executed in multiple counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment No. 1 by facsimile or other electronic transmission (including via DocuSign) shall be effective as delivery of a manually executed original counterpart of this Amendment No. 1.
5.NoThird-PartyBeneficiaries.This Amendment No. 1 is solely for the benefit of the parties and their respective successors and permitted assigns, and nothing in this Amendment No. 1, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Amendment No. 1.
6.GoverningLaw.This Amendment No. 1 shall be governed and construed in accordance with the terms of the Agreement.
7.EntireAmendmentNo.1.This Amendment No. 1 constitutes the entire Amendment No. 1 between the parties with respect to the subject matter hereof and supersedes all prior Amendments or understandings.
INWITNESSWHEREOF, the parties have executed this Assignment, Assumption and Amendment No. 1 as of the date first written above.
Seller:NortheastWesternEnergySystemsUSALLC
Signature: /s/ Al Clark
Name: Al Clark
Date 05/27/2026
Buyer:LibertyAdvancedEquipmentTechnologiesLLC
Signature: /s/ Greg McKee
Name: Greg McKee
Date 05/27/2026
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