Fermi LLC Sample Contracts
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2025 • Fermi Inc. • Real estate investment trusts • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 30, 2025 and is entered into by and between Charlie Hamilton (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.” This Agreement shall become effective upon the consummation of the initial public offering of the Company (the “Effective Date”), and the effectiveness of this Agreement is contingent upon the consummation of the initial public offering.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2026 • Fermi Inc. • Real estate investment trusts
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of [_], 2026, and is entered into by and between Rob Masson (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF JULY 29, 2025 By and AMONG Fermi Equipment Holdco, LLC FERMI LLC FIREBIRD LNG, LLC AND THE EQUITYHOLDER OF FIREBIRD LNG, LLCMembership Interest Purchase Agreement • September 8th, 2025 • Fermi LLC • Real estate investment trusts • Texas
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of July 29, 2025, by and among (i) Fermi Equipment Holdco, LLC, a Delaware limited liability company (“Purchaser”), (ii) Fermi LLC, a Texas limited liability company (“Fermi”), (iii) Firebird LNG, LLC, a Delaware limited liability company (“Company”), and (iv) the MAD Energy Limited Partnership, a Delaware limited partnership (“Mad Energy” or the “Seller”). Purchaser, Fermi, the Company, and Seller are referred to collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to those terms in Article I.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FERMI INC.Restricted Stock Unit Award Agreement • September 8th, 2025 • Fermi LLC • Real estate investment trusts
Amendment no 3 to Contract between Firebird LNG LLC and Siemens Energy ABContract • September 24th, 2025 • Fermi LLC • Real estate investment trusts
This Amendment is entered into by and between Firebird LNG LLC, a company duly organized and existing under the laws of the territory of Puerto Rico and registered in Puerto Rico, with a business address at 151 San Francisco St., Suite 201, San Juan, Puerto Rico 00901 (hereinafter referred to as the “Customer”) and Siemens Energy AB, a company duly organized and existing under the laws of Sweden and registered in Finspong, Sweden, with a business address at 612 83 Finspong, Sweden (hereinafter referred to as “Siemens Energy”).
Ground Lease AgreementGround Lease Agreement • September 8th, 2025 • Fermi LLC • Real estate investment trusts • Texas
This Ground Lease Agreement (this “Lease”) is entered into as of May 14, 2025 (the “Effective Date”), by and among The Texas Tech University System, an agency of the State of Texas (“TTUS”), Texas Tech University, a Texas public institution of higher education and member of the Texas Tech University System (the “University”, and together with TTUS, “Landlord”), FERMI SPE, LLC, a Delaware limited liability company (“Tenant”). Landlord and Tenant are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Groundwater LeaseGroundwater Lease • September 8th, 2025 • Fermi LLC • Real estate investment trusts • Texas
This Groundwater Lease (this “Lease”) is entered into as of May 14, 2025 (the “Effective Date”), by and among The Texas Tech University System, an agency of the State of Texas (“TTUS”), Texas Tech University, a Texas public institution of higher education and member of the Texas Tech University System (the “University”, and together with TTUS, “Lessor”), FERMI SPE, LLC, a Delaware limited liability company (“Lessee”). Lessor and Lessee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
DIRECTOR NOMINATION AGREEMENT by and among FERMI INC. and the other parties hereto Dated as of __________, 2025Director Nomination Agreement • September 24th, 2025 • Fermi LLC • Real estate investment trusts • Texas
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of _____________, 2025, by and among Fermi Inc., a Texas corporation (the “Company”), each of the shareholders identified as a “Investor” on the signature pages hereto (each, an “Investor” and collectively, the “Investor Group”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its Common Stock (as defined below).
Equipment Purchase Agreement - - - BY AND BETWEEN - - - BAYONNE PLANT HOLDING, L.L.C., a Delaware limited liability company, and FERMI EQUIPMENT HOLDCO, LLC a Delaware limited liability company. Dated: June 26, 2025 EQUIPMENT PURCHASE AGREEMENTEquipment Purchase Agreement • August 6th, 2025 • Fermi LLC • Real estate investment trusts • New Jersey
This Equipment Purchase Agreement (this “Agreement”), dated as of June 26, 2025 (the “Closing Date”), is entered into between Bayonne Plant Holding, L.L.C., a Delaware limited liability company (“Seller”), and Fermi Equipment Holdco, LLC, a Delaware limited liability company (“Buyer” and, together with Seller, the “Parties” and, each, a “Party”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE FERMI INC.Restricted Stock Award Agreement • September 8th, 2025 • Fermi LLC • Real estate investment trusts
EQUIPMENT SUPPLY LOAN FINANCING AGREEMENT among FERMI TURBINE WAREHOUSE II LLC (Borrower) FERMI TURBINE HOLDCO II LLC (Holdings) FERMI TURBINE PLEDGOR II LLC (Pledgor) CLMG CORP. (as Administrative Agent for the Lenders and as Collateral Agent for the...Equipment Supply Loan Financing Agreement • March 27th, 2026 • Fermi Inc. • Real estate investment trusts • New York
This EQUIPMENT SUPPLY LOAN FINANCING AGREEMENT is dated as of March 26, 2026 (this “Agreement”), by and among Fermi Turbine Warehouse II LLC, a Texas limited liability company (“Borrower”), Fermi Turbine HoldCo II LLC, a Texas limited liability company (“Holdings”), Fermi Turbine Pledgor II LLC, a Texas limited liability company(“Pledgor”), and CLMG Corp., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties, and the Lenders party hereto from time to time.
First Amendment Ground Lease AgreementGround Lease Agreement • September 8th, 2025 • Fermi LLC • Real estate investment trusts
This First Amendment to Ground Lease Agreement (the “Amendment”) is entered into as of August 11, 2025 (the “Effective Date”), by and among the Texas Tech University System, an agency of the State of Texas (“TTUS”), Texas Tech University, a Texas public institution of higher education and member of the Texas Tech University System (“TTU”), and FERMI SPE, LLC, a Delaware limited liability company (“Tenant”). This Amendment amends that certain Ground Lease Agreement dated as of May 14, 2025 between TTUS, TTU and Tenant (the “Lease”). Capitalized terms used herein and not otherwise defined shall have the meaning given in the Lease.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2025 • Fermi Inc. • Real estate investment trusts • Delaware
This Registration Rights Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of , 2025, by and among Fermi Inc., a Texas corporation (the “Company”), and the undersigned Holders of Registrable Securities (as each term is defined below) and such other holders of Registrable Securities that join this Agreement pursuant to the provisions herein.
FERMI INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 14, 2026 5.00% Convertible Senior Notes due 2031Indenture • July 15th, 2026 • Fermi Inc. • Real estate investment trusts • New York
INDENTURE dated as of July 14, 2026 between FERMI INC., a Texas corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Dealer] [Dealer Address]Call Option Transaction Confirmation • July 15th, 2026 • Fermi Inc. • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_____________] (“Dealer”) and Fermi Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FERMI INC.Restricted Stock Unit Award Agreement • July 23rd, 2026 • Fermi Inc. • Real estate investment trusts
Amendment no 1 to Contract between Firebird LNG LLC and Siemens Energy ABContract • September 24th, 2025 • Fermi LLC • Real estate investment trusts
This Amendment is entered into by and between Firebird LNG LLC a company duly organized and existing under the laws of the territory of Puerto Rico and registered in Puerto Rico, with a business address at 151 San Francisco St., Suite 201, San Juan, Puerto Rico 00901 (hereinafter referred to as the “Customer”) and Siemens Energy AB a company duly organized and existing under the laws of Sweden and registered in Finspong, Sweden, with a business address at 612 83 Finspong, Sweden (hereinafter referred to as the “Siemens Energy”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE FERMI INC.Restricted Stock Award Agreement • September 8th, 2025 • Fermi LLC • Real estate investment trusts
UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2025 • Fermi LLC • Real estate investment trusts • New York
Fermi Inc. (the “Company”) announced today that [●], [●] and [●], the joint lead book-running managers in the Company’s recent public sale of [●] shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date.
MASTER LOAN AGREEMENTMaster Loan Agreement • February 25th, 2026 • Fermi Inc. • Real estate investment trusts
THIS MASTER LOAN AGREEMENT, dated as of February 19, 2026 (this “Agreement”), is among Fermi High Voltage Warehouse LLC, a limited liability company duly organized and existing under the laws of the State of Texas and having its principal place of business and chief executive office at 620 S. Taylor St., Suite 301, Amarillo, Texas 79101 (the “Borrower”), each of the Lenders (as defined below) from time to time party hereto, KEYSTONE NATIONAL GROUP, LLC, a Delaware limited liability company, not in its individual capacity but solely as collateral agent and administrative agent for the Lenders from time to time party hereto (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”), and CAPE COMMERCIAL FINANCE LLC, a Delaware limited liability company having its principal office at 200 W Forsyth St, Suite 1230, Jacksonville, Florida 32202 (“CCF”), as sole arranger (in such capacity, the “Sole Arranger”).
Amendment no 2. to Contract between Firebird LNG LLC and Siemens Energy ABContract • September 24th, 2025 • Fermi LLC • Real estate investment trusts
This Amendment is entered into by and between Firebird LNG LLC a company duly organized and existing under the laws of the territory of Puerto Rico and registered in Puerto Rico, with a business address at 151 San Francisco St., Suite 201, San Juan, Puerto Rico 00901 (hereinafter referred to as the “Customer”) and Siemens Energy AB a company duly organized and existing under the laws of Sweden and registered in Finspong, Sweden, with a business address at 612 83 Finspong, Sweden (hereinafter referred to as the “Siemens Energy”).
NONQUALIFIED STOCK OPTION AGREEMENT FERMI INC. (Employee / Contractor)Nonqualified Stock Option Agreement • September 8th, 2025 • Fermi LLC • Real estate investment trusts
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2025 • Fermi LLC • Real estate investment trusts • Texas
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of _________, 2025 between Fermi Inc., a Texas corporation (the “Company”), and the counterparty identified on the signature page hereto (“Indemnitee”).
EQUIPMENT SUPPLY LOAN FINANCING AGREEMENT among FERMI TURBINE WAREHOUSE LLC, a Texas limited liability company as Borrower FIREBIRD EQUIPMENT HOLDCO LLC, a Delaware limited liability company as Subsidiary Guarantor and MUFG BANK, LTD., as...Equipment Supply Loan Financing Agreement • February 10th, 2026 • Fermi Inc. • Real estate investment trusts • New York
This EQUIPMENT SUPPLY LOAN FINANCING AGREEMENT is dated as of February 10, 2026 (this “Agreement”), among FERMI TURBINE WAREHOUSE LLC, a Texas limited liability company, as borrower (“Borrower”), the FIREBIRD EQUIPMENT HOLDCO LLC, a Delaware limited liability company, as a Subsidiary Guarantor, and MUFG BANK, LTD.(“MUFG”), as Administrative Agent for the Lenders and a Lender.
ContractPromissory Note • March 30th, 2026 • Fermi Inc. • Real estate investment trusts
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.
Firebird LNG Suriname Power Generation Project CONTRACT FOR THE SUPPLY OF SCC-800 6x1 COMBINED-CYCLE POWER ISLAND EQUIPMENT CONTRACT No.: 2022-01 BETWEEN Firebird LNG LLC AND Siemens Energy, ABContract for the Supply of Equipment • September 24th, 2025 • Fermi LLC • Real estate investment trusts
This Contract is entered into on the 14th July, 2022 between Firebird LNG LLC a company duly organized and existing under the laws of the territory of Puerto Rico and registered in Puerto Rico, with a business address at 500 Ocean Drive, #553, Humacao, Puerto Rico (hereinafter referred to as the “Customer’’) and Siemens Energy AB a company duly organized and existing under the laws of Sweden and registered in Finspong, Sweden, with a business address at 612 83 Finspong, Sweden (hereinafter referred to as the “Siemens Energy”).
Amendment no 7 Draft to Contract between Firebird LNG LLC and Siemens Energy ABContract • September 24th, 2025 • Fermi LLC • Real estate investment trusts
This Amendment is entered into by and between Firebird LNG LLC, a company duly organized and existing under the laws of the territory of Puerto Rico and registered in Puerto Rico, with a business address at 151 San Francisco St., Suite 201, San Juan, Puerto Rico 00901 (hereinafter referred to as the “Customer”) and Siemens Energy AB, a company duly organized and existing under the laws of Sweden and registered in Finspong, Sweden, with a business address at 612 83 Finspong, Sweden (hereinafter referred to as “Siemens Energy”).
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FERMI INC.Performance Restricted Stock Unit Award Agreement • July 23rd, 2026 • Fermi Inc. • Real estate investment trusts
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2025 • Fermi LLC • Real estate investment trusts • Texas
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of _________, 2025 between Fermi Inc., a Texas corporation (the “Company”), and the counterparty identified on the signature page hereto (“Indemnitee”).
Groundwater LeaseGroundwater Lease • September 24th, 2025 • Fermi LLC • Real estate investment trusts • Texas
This Groundwater Lease (this “Lease”) is entered into as of May 14, 2025 (the “Effective Date”), by and among The Texas Tech University System, an agency of the State of Texas (“TTUS”), Texas Tech University, a Texas public institution of higher education and member of the Texas Tech University System (the “University”, and together with TTUS, “Lessor”), FERMI SPE, LLC, a Delaware limited liability company (“Lessee”). Lessor and Lessee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2025 • Fermi Inc. • Real estate investment trusts • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2026 • Fermi Inc. • Real estate investment trusts
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of August 11, 2026 and is entered into by and between Lee McIntire (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”
Equipment Purchase AgreementEquipment Purchase Agreement • September 8th, 2025 • Fermi LLC • Real estate investment trusts • New Jersey
This Equipment Purchase Agreement (this “Agreement”), dated as of June 26, 2025 (the “Closing Date”), is entered into between Bayonne Plant Holding, L.L.C., a Delaware limited liability company (“Seller”), and Fermi Equipment Holdco, LLC, a Delaware limited liability company (“Buyer” and, together with Seller, the “Parties” and, each, a “Party”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FERMI INC.Restricted Stock Unit Award Agreement • August 14th, 2026 • Fermi Inc. • Real estate investment trusts
Amendment no 5 to Contract between Firebird LNG LLC and Siemens Energy ABContract • September 24th, 2025 • Fermi LLC • Real estate investment trusts
This Amendment is entered into by and between Firebird LNG LLC, a company duly organized and existing under the laws of the territory of Puerto Rico and registered in Puerto Rico, with a business address at 151 San Francisco St., Suite 201, San Juan, Puerto Rico 00901 (hereinafter referred to as the “Customer”) and Siemens Energy AB, a company duly organized and existing under the laws of Sweden and registered in Finspong, Sweden, with a business address at 612 83 Finspong, Sweden (hereinafter referred to as “Siemens Energy”).