LETTER OF INTENT (LOI)

EFFECTIVE DATE: July 20, 2026

SUBJECT: Infrastructure Deployment & OEM Partnership Framework

---

1. PARTIES

• OEM Providers:

  • Theron Energy Corporation (Florida S-Corporation)

  • Theron H2O Corporation (Florida S-Corporation)

  • Corporate Headquarters: 225 Las Palmas Street, Royal Palm Beach, FL 33411

  • Contact: (561) 853-6892 | Cornelius@TheronEnergy.com

• Contracting Entity:

  • Layton Construction

  • Corporate Headquarters: 9090 S. Sandy Pkwy, Sandy, UT 84070

  • Phone / Contact: (801) 568-9090 | CHANDLER.HARRISON@laytonconstruction.com

  • Regional Branch: 1575 South River Road, St. George, UT 84790

---

2. PURPOSE & SCOPE

This Letter of Intent sets forth the preliminary terms and mutual understandings between Theron Energy Corporation and Theron H2O Corporation (acting as the proprietary OEM technology and infrastructure providers) and Layton Construction regarding the large-scale, direct B2B deployment of the Food-Energy-Water (FEW) Nexus infrastructure nodes. Procurement and site tasking shall be executed directly through institutional Private Placement Program (PPP) tiers for multi-megawatt generation units TRON GENSETS,  ATMAG GENSETS, and DESAL GENSETS, prioritizing high-capacity regional builds per US State moving forward. ALL Theron Technology are only allowed to be deployed within the borders of the United States of America. Certification of each installation must be inspected by Theron Energy appointed contractors to be considered for Warranty and continued purchasing of equipment per new projects and/or States.

---

3. COMMERCIAL & FINANCIAL FRAMEWORK (PPP TIERS & INFRASTRUCTURE TASKING)

The deployment scope and commercial capitalization shall align with the structured Private Placement Program tiers, deployed directly across designated industrial nodes:

• Tier 1: $150 Million Capitalization / Infrastructure Deployment

• Tier 2: $300 Million Capitalization / Infrastructure Deployment

• Tier 3: $600 Million Capitalization / Infrastructure Deployment

• Execution Terms: All equipment allocations, multi-megawatt generation units, and site modules are procured via direct B2B OEM tasking under Theron Energy Corporation and Theron H2O Corporation governance, bypassing retail distribution and dealership layers. All pricing is set at current rates determined via Price indexes from Theron Generators LLC that are determined by the 3 OEM manufacturers based on supply chain and raw materials availability at any given time. Pricing can change real time and purchases orders must be secured ahead in advance.

---

4. SUPPLY CHAIN & DOMESTIC MANDATE

To ensure complete supply chain immunity from external tariffs and international logistics bottlenecks, all permanent magnetic generation components (utilizing high-grade Neodymium NdFeB N50/N53 triangles, wedges, and specialized geometries) shall be secured through certified domestic U.S. processing and Theron Technologies-backed regional manufacturing pipelines.

---

5. MOBILIZATION & TIMELINE

• Review & Mobilization Window: In alignment with corporate governance requirements, Layton Construction shall initiate board and executive review within a strict 90-day operational mobilization window (commencing July 20, 2026).

• Definitive Agreement: Upon satisfactory completion of the review window, both parties intend to execute binding definitive agreements to initiate site engineering and delivery schedules.