Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-281160
PROSPECTUS
SUPPLEMENT NO. 10
(to
Prospectus dated August 9, 2024)
STARDUST
POWER INC.
Up
to 55,190,875 Shares of Common Stock
Up
to 10,566,596 Shares of Common Stock Underlying Warrants
Up
to 5,566,667 Warrants to Purchase Common Stock
This
prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which forms a part of our
registration statement on Form S-1 (No. 333-281160). This prospectus supplement is being filed to update and supplement the information
in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on February 10, 2025 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
The
Prospectus and this prospectus supplement relate to the offer and resale from time to time by the selling securityholders named in this
Registration Statement or their permitted transferees (the “Selling Securityholders”) of the following:
(i)
up to 55,190,875 shares of common stock, par value $0.0001 per share (the “Common Stock”), consisting of:
| (a) |
up
to 127,777 shares of Common Stock issued to former GPAC II Public Shareholders (as defined in the Prospectus) at Closing (as defined
in the Prospectus) pursuant to certain Non-Redemption Agreements (as defined in the Prospectus); |
| |
|
| (b) |
up
to 4,000,000 shares of Common Stock (including 1,000,000 shares that are subject to forfeiture) issued to the Sponsor at Closing
in exchange for an equivalent number of Class B ordinary shares, par value $0.0001 per share,
of GPAC II that were originally purchased for approximately $0.003 per share; |
| |
|
| (c) |
up
to 1,077,541 shares of Common Stock issued to PIPE Investors (as defined in the Prospectus) at Closing pursuant to certain PIPE Subscription
Agreements (as defined in the Prospectus) at a purchase price of $9.35 per share; |
| |
|
| (d) |
up
to 2,024,985 shares of Common Stock held by holders of vested RSU awards; |
| |
|
| (e) |
up
to 42,393,905 shares of Common Stock issued to certain third parties and affiliates of Stardust Power at Closing (which in each case
were issued as consideration in the Business Combination (as defined in the Prospectus) based on a value of $10.00 per share); and |
| |
|
| (f) |
up
to 5,566,667 shares of Common Stock issuable upon exercise of the Private Warrants (as defined in the Prospectus); and |
(ii)
up to 5,566,667 Private Warrants, which were originally purchased at a price of $1.50 per Private Warrant.
We
will not receive any proceeds from the sale of shares of Common Stock or Warrants (as defined in the Prospectus) by the Selling Securityholders
pursuant to the Prospectus or in any supplement to the Prospectus, except upon the exercise of Warrants.
The
shares of Common Stock, not including Common Stock issuable upon exercise of the Warrants, being offered for resale pursuant to the Prospectus
or in any supplement to the Prospectus by the Selling Securityholders represent approximately 99.72% of shares of Common Stock (and assuming
the exercise of all Warrants, 91.48% of Common Stock) outstanding as of July 31, 2024. Given the substantial number of shares of Common
Stock being registered for potential resale by Selling Securityholders pursuant to the Prospectus and this prospectus supplement, the
sale of shares of Common Stock or Warrants by the Selling Securityholders, or the perception in the market that the Selling Securityholders
of a large number of holders of Common Stock or Warrants intend to sell such securities, could increase the volatility of the market
price of our Common Stock or Warrants or result in a significant decline in the public trading price of our Common Stock or Warrants.
Even if our trading price of Common Stock is significantly below $10.00 per share, the offering price for the units offered in the IPO
(as defined in the Prospectus), certain of the Selling Securityholders, including the Sponsor, may still have an incentive to sell shares
of Common Stock, because they purchased the shares at prices lower than the public investors or the current trading price of our Common
Stock.
We
will only receive proceeds from the exercise of Warrants if and when the holders of the Warrants choose to exercise them. The exercise
of the Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our Common Stock and the spread
between the exercise price of the Warrants and the price of our Common Stock at the time of exercise. If the market price of our Common
Stock is less than the exercise price of a holder’s Warrants, it is unlikely that holders will choose to exercise. There can be
no assurance that the Warrants will be in the money prior to their expiration. In addition, our Warrant holders have the option to exercise
the Warrants on a cashless basis in certain circumstances. See “Description of Securities - Warrants” in the Prospectus.
As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants.
We
will bear all costs, expenses and fees in connection with the registration of the securities. The Selling Securityholders will bear all
commissions and discounts, if any, attributable to their respective sales of the securities.
Our
registration of the securities covered by the Prospectus or in any prospectus supplement does not mean that either we or the Selling
Securityholders will issue, offer or sell, as applicable, any of the Common Stock. The Selling Securityholders may offer and sell the
securities covered by the Prospectus or in any prospectus supplement in a number of different ways and at varying prices. We provide
more information about how the Selling Securityholders may sell the shares in the section entitled “Plan of Distribution”
in the Prospectus.
You
should read the Prospectus, this prospectus supplement and any prospectus supplement or amendment carefully before you invest in our
Common Stock or Warrants.
Our
Common Stock and Warrants are listed on The Nasdaq Global Market (“Nasdaq”) under the symbols “SDST” and
“SDSTW,” respectively. On February 7, 2025, the last reported sales price of our Common Stock was $0.686 per share and the
last reported sales price of our Warrants was $0.1258 per Warrant.
Our
Chief Executive Officer, Roshen Pujari (hereinafter, Roshan Pujari) owns a majority of the voting power of our issued and outstanding
Common Stock. As a result, we qualify as a “controlled company” within the meaning of the corporate governance standards
of Nasdaq.
We
are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with
reduced public company reporting requirements. The Prospectus and this prospectus supplement comply with the requirements that apply
to an issuer that is an emerging growth company. This prospectus supplement updates and supplements the information in the Prospectus
and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments
or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency
between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled
“Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments or supplements
to the Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed
upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is February 10, 2025.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 7, 2025
STARDUST
POWER INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39875 |
|
99-3863616 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
15
E. Putnam Ave, Suite 378
Greenwich,
CT |
|
06830 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(800)
742 3095
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
SDST |
|
The
Nasdaq Global Market |
| Redeemable
warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
SDSTW |
|
The
Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01. |
Entry
into a Material Definitive Agreement. |
On
February 7, 2025, Stardust Power Inc. (the “Company”) executed an exclusive license agreement (the “License Agreement”)
with KMX Technologies, Inc. (“KMX” or the “Licensor”), a Delaware corporation.
Under
the terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX’s vacuum membrane distillation
technology (the “VMD Technology”) and associated processes and systems (including units incorporating the VMD Technology
(the “KMX VMD Units”)) for the purpose of the Company’s use of the technology in its refining and upstream operations.
Among other obligations set forth in the Agreement, the Company shall be required to exclusively purchase all KMX VMD Units from the
Licensor during the term of the Agreement on the terms and conditions set forth therein. The License Agreement grants the Company the
exclusive right to sub license, use, market, sell and operate KMX’s VMD Technology across the United States, Canada and select
international markets.
The
Company agreed to pay KMX a royalty comprised of 500,000 shares of Company common stock (the “Royalty Shares”) no later than
March 15, 2025. The securities are being offered and sold by the Company pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Act”) provided by Section 4(a)(2) and/or Regulation D promulgated thereunder,
as a transaction not involving a public offering.
The
License Agreement shall have a term beginning the Effective Date until either of the following dates as determined by the stock price
of the Company’s common stock on the Nasdaq Global Market 240 days following the Effective Date: (i) in the event the Actual Royalty
Amount is less than $2,000,000, the second anniversary of the Effective Date; (ii) in the event the Actual Royalty Amount is equal to
or greater than $2,000,000 but less than $8,000,000, the fifth anniversary of the Effective Date; or (iii) in the event the Actual Royalty
Amount is equal to $8,000,000 or more, the seventh anniversary of the Effective Date. The Company can renew the term of the License Agreement
at its sole option upon the expiration of the initial term for an additional five years if the Company acquires three or more KMX VMD
units during the initial term. The “Actual Royalty Amount”, as defined in the License Agreement, is determined by the sum
of the value of the Royalty Shares remaining unsold by KMX on the date that is 240 days following the date of the License Agreement (the
“Effective Date”), plus the gross proceeds from any sales of the Shares prior to such date.
The
Company agreed to provide certain registration rights to the Licensor with respect to the Royalty Shares, including piggyback rights,
subject to the execution of a definitive agreement by the parties. The Licensor agreed not to sell any Royalty Shares until the earlier
to occur of (i) effectiveness of a registration statement covering the Royalty Shares or (ii) the expiration of the relevant holding
period pursuant to Rule 144 of the Securities Act of 1933, as amended, and in any event, only in amounts of an aggregate of 62,500 Royalty
Shares total during each 30-day period, with the first such period beginning on the earlier to occur of (i) or (ii) above.
The
foregoing descriptions of the License Agreement is qualified in its entirety by the License Agreement, which is incorporated by reference
and is attached hereto as Exhibit 10.1.
| Item
3.02. |
Unregistered
Sales of Equity Securities. |
The
information contained above under Item 1.01 to the extent applicable is hereby incorporated by reference herein. The securities are being
offered and sold by the Company pursuant to an exemption from the registration requirements of the Act provided by Section 4(a)(2) and/or
Regulation D promulgated thereunder, as a transaction not involving a public offering.
On
February 10, 2025, the Company issued a press release announcing the entry into the License Agreement. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
9.01. |
Financial
Statement and Exhibits. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated:
February 10, 2025
| |
STARDUST
POWER INC. |
| |
|
|
| |
By: |
/s/
Roshan Pujari |
| |
Name: |
Roshan
Pujari |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
EXCLUSIVE
LICENSE AGREEMENT
This
Exclusive License Agreement (this “Agreement”) is made effective as of the 7th day of February 2025 (the “Effective
Date”) by and between KMX Technologies, Inc., a Delaware corporation (“Licensor”) and Stardust
Power, Inc., a Delaware corporation (“Licensee”) (each a “Party” and collectively,
the “Parties”).
WHEREAS,
in exchange for the Royalty payable to Licensor by Licensee herein, Licensor has agreed to exclusively license the Licensed Technology
to Licensee for all legally permissible business purposes and applications within the Field of Use and inside the boundaries of the Territory
as set forth herein; and
NOW,
THEREFORE, in consideration of the premises, agreements and covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in reliance upon the mutual representations and warranties contained herein,
the Parties hereto agree as follows:
ARTICLE
I
DEFINITIONS AND CONSTRUCTION
1.1
Defined Terms. As used in this Agreement, the following terms have the following meanings (other terms defined in this Agreement
but not listed below have the meanings so given them in this Agreement):
“Actual
Royalty Amount” means the sum of (x) the total value of the Shares remaining unsold by Licensor determined as of 15-day volume
weighted average closing price on the NASDAQ (National Association of Security Dealers Automated Quotations) market close on the date
that is Two Hundred and Forty (240) days following the Effective Date; plus (y) the total of all sale proceeds received by Licensor from
the sale of Shares, as permitted by this Agreement, at any time prior to the date that is Two Hundred and Forty (240) days following
the Effective Date. If the market is closed on the date that is Two Hundred and Forty (240) days following the Effective Date, the immediately
following date in which the market is open shall be utilized for calculating the Actual Royalty Amount.
Affiliate(s)”
means any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, any other Person.
A Person shall be deemed to control a corporation or similar legal entity if such Person possesses, directly or indirectly, the power
to direct or cause the direction of the management and policies of such corporation or similar legal entity, whether through the ownership
of voting securities, by contract or otherwise.
“Agreement”
has the meaning given to that term in the Preamble.
“Confidential
Information” means and includes all trade secrets and confidential information of the disclosing Party in tangible or intangible
form, including but not limited to, the disclosing Party’s confidential information and proprietary information related to inventions,
know how, drawings, blueprints, manuals, technical specifications, prototypes, processes, process measurements, technical reports, analyses,
tests, plans, drawings, models, ideas, schemes, correspondence, communications,
lists, manuals, computer programs, software, firmware, techniques, methods, processes, routines, systems, procedures, practices, operations,
modes of operation, apparatus, equipment, business opportunities, customer and supplier lists, negative information, and methods of combining
information. Confidential Information shall not include, and all obligations regarding Confidential Information shall not apply to: (a)
information that is or becomes generally available to the industry (e.g., available in the technical literature, databases, or
the like) or the public other than as a result of the receiving Party’s breach of this Agreement; (b) information that was or is
obtained by the receiving Party on a non-confidential basis from a third party that, to such receiving Party’s knowledge, was not
legally or contractually restricted from disclosing such information; (c) information that the receiving Party establishes by documentary
evidence, was in its possession prior to disclosure by the disclosing Party hereunder; or (d) information that the receiving Party establishes
by documentary evidence, was or is independently developed by such receiving Party without using any Confidential Information.
“Effective
Date” has the meaning given to that term in the Preamble
“Field
of Use” means the concentration, refinement, purification, crystallization, recycling,
and/or extraction of lithium from all any and all fluids, including water, brine
and wastewater streams. Any processes, extraction, or commercial efforts utilized in conjunction
with or related to the concentration, extraction, refining, or purification of lithium are included in the in the Field of Use, inclusive
of all applications of lithium concentration, refinement, purification, crystallization,
recycling and/or extraction. The Field of Use shall specifically exclude the Smackover Formation License. In addition, for the
avoidance of doubt, the Field of Use is NOT to include and shall NOT include Beneficial Reuse as such terms is defined immediately
below, which has been exclusively licensed by KMX to another party:
Beneficial
Reuse means receiving, analyzing, and/or treating produced water generated from oil & gas operations to meet standards for re-use
of such water and shall also mean and include any and all potential uses and/or re-uses of such produced water other than (i) reinjection
of such produced water into a saltwater disposal well and (ii) lithium extraction from such produced water. For clarity, the field of
Beneficial Reuse shall include, without limitation, all applications, uses and/or reuses of such oil and gas produced water including
in drilling and completions; agricultural and crop irrigation; industrial; power generation; construction; concrete mixing; groundwater
recharge; cooling towers; and/or dust control. For clarity, any mineral extraction processing, including lithium, will not be construed
or deemed as Beneficial Reuse.
“First
Renewal Term” has the meaning given to that term in Section 6.1(b).
“Force
Majeure” means any act, event, or condition to the extent that it materially and adversely impacts, or affects, the ability
of either Party to perform any obligation under this Agreement (except for payment obligations) and only to the extent that such act,
event or condition, in light of circumstances that should have been known or reasonably believed to have existed at the time, is beyond
the reasonable control and is not a result of the willful or negligent act, error or omission, or failure to exercise reasonable diligence
on the part of the Party relying thereon. Examples of events that may qualify as Force Majeure under this Agreement include, but are
not limited to, acts of God, landslide, lighting, earthquake, hurricane, flood, acts of a public enemy, war, blockade, insurrection,
riot, or civil disturbance, the acts of civil or military authority, quarantine restrictions, riots, strikes, lockouts or other labor
disputes, commercial impossibility, epidemics, fires, explosions and bombings, the inability to obtain or delays in obtaining permits
or other private or governmental approvals, etc.
“Initial
Term” has the meaning given to that term in Section 6.1(a).
“Intellectual
Property” means (a) (i) all patents, patent applications, inventions, and patent or invention disclosures (including provisional
applications and applications for certificates of invention) existing as of the Effective Date, (ii) any patents issuing from or on any
such patents, patent applications, inventions, or disclosures, (iii) all patents and patent applications based on, corresponding to,
or claiming the priority date(s) of any of the foregoing, including without limitation any substitutions, extensions (including supplemental
protection certificates), registrations, confirmations, reissues, divisionals, continuations, continuations-in-part, patent term extensions,
refilings, revisions, re-examinations, renewals, and/or supplemental protection certificates of any of the foregoing, and (iv) any and
all United States and foreign counterparts of any of the foregoing, (b) all copyrights, whether or not registered, (c) all confidential
and proprietary information, including trade secrets and know-how, and (d) all registrations and applications for registration of the
foregoing.
“KMX
Technology” means and includes: (i) the Licensed Patent; (ii) any and all processes, methods, systems, technology, or equipment,
whether patented or not, designed, created, manufactured, or licensed by Licensor and/or any of Licensor’s Affiliates utilizing
vacuum membrane distillation to receive, process, analyze, concentrate, separate, and/or treat industrial and environmental fluid streams,
including without limitation, brine and wastewater; together with (iii) all related components thereto; and (iv) any and all modifications,
improvements and/or enhancements to any such process, method, system, technology, or equipment or related component made by Licensor
from time to time.
“KMX
VMD Unit” means a vacuum membrane distillation unit incorporating the KMX Technology.
“Licensed
Patent” means and includes any of the following: (i) U.S. Patent Application No. U.S. 63/285,378 VACUUM MEMBRANE DISTILLATION
MODULE AND PROCESS filed on 12-02-2021; (ii) U.S. Patent Application No. 63/328,501 MEMBRANE BUNDLE FOR HOLLOW FIBER MEMBRANE DISTILLATION
filed on 4-07-2022; (iii) U.S. Patent Application No. 63/343,863 PROCESS FOR CONCENTRATION OF LITHIUM filed on 5-19-2022; (iv) U.S. Patent
Application No. 18/662,224 filed 5-17-2024 for IMPROVED MEMBRANE BUNDLE FOR VACUUM MEMBRANE DISTILLATION AND METHOD FOR MAKING SAME;
(v) U.S. Patent Application No. 63/648,955 filed on 6-05-2024 for VACUUM MEMBRANE DISTILLATION INTEGRATED CRYSTALLIZATION REACTOR SYSTEM
AND METHOR; and family members of the foregoing and (vi) any other patent secured by Licensor and/or any of its Affiliates after the
Effective Date that relates to KMX Technology.
“Licensed
Technology” means any and all Intellectual Property, Confidential Information and all other information owned or controlled
by, and/or licensed to, Licensor and/or any of its Affiliates that relate to, or are incorporated into, the KMX Technology.
“Person”
means any natural person, firm, partnership, association, corporation, limited liability company, company, trust, entity, public
body or government.
“Quarter”
means the calendar quarters beginning January 1, April 1, July 1, and October 1.
“Royalty”
shall have the meaning set forth in Section 2.3(a).
“Second
Renewal Term” has the meaning given to that term in Section 6.1(c).
“Smackover
Formation License” means certain license rights to be provided by Licensor to TETRA Technologies, Inc., at Licensor sole and
absolute discretion, for the use of KMX VMD Unit(s) to concentrate and/or extract lithium from brine on property owned or controlled
by TETRA Technologies, Inc. in Lafayette County and /or Columbia County, Arkansas, comprising a section of the Smackover Formation. The
Smackover Formation License rights are expressly excluded from the Field of Use and Territory.
“Term”
means the Initial Term and, if applicable, together with (i) the First Renewal Term if exercised by Licensee after satisfying the
purchase requirements of KMX VMD Units as specified in Section 6.1(b) and (ii) the Second Renewal Term if exercised by Licensee after
satisfying the purchase requirements of KMX VMD Units as specified in Section 6.1(c). For the avoidance of doubt, the Term will expire
either at the end of the Initial Term, or as appropriate, at the end of the First Renewal Term or at the end of the Second Renewal Term.
“Territory”
means the internationally recognized boundaries of Bahrain, Canada, Cyprus, Egypt, India, Iraq,
Israel, Jordan, Kuwait, Lebanon, Oman, Palestine, Qatar, Saudi Arabia, Turkey, United Arab Emirates and the United States of America.
The Territory shall specifically exclude the area falling within the Smackover Formation License.
|
1.2 | Rules
of Construction. |
(a)
All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits of and
to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement
and are incorporated herein for all purposes.
(b)
If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech
(such as a verb). Terms defined in the singular have the corresponding meaning in the plural, and vice versa. Unless the context of this
Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neuter genders and vice versa.
The term “includes” or “including” shall mean “including without limitation.” The term “or”
is not exclusive. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section
or article in which such words appear.
(c)
The Parties hereto acknowledge that each Party and its attorneys have reviewed this Agreement and that any rule of construction to the
effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement,
shall not be applicable to the construction or interpretation of this Agreement.
(d)
Captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.
ARTICLE
II
EXCLUSIVE LICENSE AND ROYALTY PAYMENTS
Section
2.1 Grant by Licensor. Subject to the provisions hereof, Licensor, on behalf of itself and its’ Affiliates, hereby grants
to Licensee and its’ Affiliates during the Term hereof an irrevocable, exclusive license to the Licensed Technology with the full
rights to sublicense, use market, sell, lease, import, export, install, operate, maintain and repair KMX VMD Units.
For
the avoidance of doubt, (i) the grant of license hereunder is specifically limited to the Field of Use within the Territory and no right,
or license is hereby provided to Licensee for any application or use falling outside the Field of Use or covering any area that is outside
the Territory; and (ii) the grant of license hereunder is contingent upon Licensee’s obligation to purchase KMX VMD Units exclusively
and only from Licensor pursuant to the terms hereof and no license is hereby provided to Licensee to: (a) reverse engineer any KMX VMD
Unit or otherwise disassemble, assess or analyze any KMX VMD Unit for any purpose other than to perform required maintenance or repair
or (b) manufacture, fabricate, or assemble any KMX VMD Unit (other than the repair, maintenance, mobilization and/or demobilization of
same).
Section
2.2 Exclusivity Covenants By Licensor.
(a)
As part of this exclusive license grant to Licensee Licensor covenants, represents, and warrants to Licensee that other than Licensee:
1)
Except as agreed to by Licensee in accordance with Section 2.2(a)(3) immediately below, Licensor will not license to any Person the use
of the Licensed Technology within the Territory for any and all applications falling within the Field of Use;
2)
Except as agreed to by Licensee in accordance with Section 2.2(a)(3) immediately below, Licensor will not directly or indirectly assist
any other Person to use any KMX VMD Unit within the Territory for any and all applications falling within the Field of Use; and
3)
Licensor will not offer to sell, rent, lease, and/or otherwise dispose of any KMX VMD Unit, and/or license any KMX VMD Unit, to Person
for use within the Field of Use and inside the boundaries of the Territory without the express written consent of Licensee. Should such
consent be provided to Licensor, which consent shall be provided at the sole discretion of Licensee, Licensee shall be compensated and
paid a commission by Licensor in an amount equal to Twenty percent (20%) of the net revenue (exclusive of costs charged on account of
any taxes, freight, insurance and installation) paid to Licensor on account of each such sale of a KMX VMD Unit, with payment to be made
by Licensor to Licensee in one lump sum following the receipt by Licensor of final payment from the customer.
(b)
Licensor further agrees to expressly exclude the Field of Use within the Territory from all licenses granted by Licensor (including without
limitation any implied licenses) to any Person after the Effective Date.
Section
2.3 Royalty Payment
(a)
In consideration of the license granted under this Agreement, Licensee will pay to Licensor a royalty (the “Royalty”)
comprised solely of Five Hundred Thousand (500,000) common shares of Licensee (the “Shares”), by a date that
is no later than March 15, 2025.
(b)
The Shares are and shall be subject to the terms of a Registration Rights Agreement dated concurrently with the date on which the Shares
are issued by the Licensee and entered into by the Parties granting piggyback registration rights to the Licensor for the Shares. Unless
otherwise agreed to by the Parties, or reasonably modified in writing by Licensee to account high volume trading days, the Shares, upon
the earlier to occur of (i) effectiveness of a registration covering the Shares or (ii) the expiration of the relevant holding period
pursuant to Rule 144 of the Securities Act of 1933 (17 CFR § 230.144), will be freely tradeable by Licensor at the rate of Sixty
Two Thousand Five Hundred (62,500) Shares for each period of thirty (30) days beginning from the earlier to occur of (i) or (ii) above.
All trades shall be facilitated exclusively through a broker designated by Licensee and acceptable to Licensor.
Section
2.4 Business Activity Reports. Within sixty (60) days after the end of each Quarter, Licensee shall deliver to the Licensor
an accurate report, giving such particulars of the business conducted by Licensee during such Quarter as are pertinent to account for
business development activity, sales, perspective sales and actual and anticipated orders for KMX VMD Units together with expected sale
and delivery schedules. Except to the extent required by law, the Licensor shall not use or disclose any information contained in any
reports provided to the Licensor under this Section 2.4 and shall maintain all such reports and information in confidence as the Confidential
Information of Licensee.
Section
2.5 No Implied Duty to Exploit or Pay Minimum Royalties. Subject to the provisions governing term of this Agreement as set
forth in Article VI hereunder, Licensor expressly agrees that Licensee shall not have any implied obligation beyond that expressly stated
in this Agreement to market or exploit the Licensed Technology or to use any level of efforts in the marketing or exploiting of such
Licensed Technology. In addition, Licensor agrees that the Royalty it has received is an adequate consideration and such consideration
satisfies all consideration to meet any express or implied obligation of Licensee to exploit the Licensed Technology licensed exclusively
hereunder.
Section
2.6 Improvements. During the term of this Agreement, Licensor shall advise Licensee of any technical improvements and/or inventions
relating to the Licensed Technology including but not limited to any new patent applications related to the Licensed Technology. All
such improvements and/or inventions shall become part of the Licensed Technology.
Section
2.7 Purchase and Sale of KMX VMD Units.
(a)
Licensee hereby covenants and agrees to purchase all of its’ requirements of KMX VMD Units exclusively from Licensor pursuant to
the terms hereof. For the avoidance of doubt, this exclusivity restriction on Licensee is limited to Licensee purchasing from Licensor
fully-assembled KMX VMD Units and does not extend to any individual part, or component contained within a KMX VMD Unit that are readily
available from third parties without infringing on Licensor’s rights under this Agreement (including without limitation, reverse
engineering or using any of Licensor’s Confidential Information or its proprietary KMX Technology).
(b)
The purchase of all KMX VMD Units by Licensee from Licensor shall be governed by the terms and conditions attached hereto as Attachment
A.
(c)
Pricing of KMX VMD Units shall be determined as set forth in the table below (and all notes set
forth below the table):
| ● |
KMX
VMD Unit and all components |
|
Cost*
+ 15% towards profit (actual labor and materials cost with a 15% markup)
|
| |
|
|
|
| ● |
KMX
membrane bundle and housing |
|
Cost*
+ 20% towards profit |
Notes
to above table:
*
All “Cost(s)” shall be subject to Licensee’s audit rights in accordance with Section 2.8 below and shall equal the
sum total of each of the following:
| (1) | Actual
costs paid by Licensor to outside vendors and/or suppliers, which are not Affiliates of Licensor;
plus |
| (2) | Actual
materials costs; plus |
| (3) | Licensor’s
actual direct labor expenses for project management, coordination, fabrication, assembly,
installation and commissioning, if any (together with all associated taxes and benefit costs);
plus |
| (4) | Licensor’s
internal engineering at Cost rates calculated at Licensor’s published hourly rate,
as adjusted from time to time (without regard to actual salaries paid by Licensor to its’
engineering staff). |
Front
End Engineering and Design (FEED) studies shall not be included as a Cost for the purpose of determining pricing and instead are to be
billed and paid for by Licensee to Licensor separately (and in addition to the prices due for the purchase of KMX VMD Units) based on
Licensor’s standard hourly rates.
(d)
Should at anytime during the term of this Agreement, Licensor offers any other Person pricing for KMX VMD Units that are based or calculated
on pricing terms that are more favorable to such Person than the pricing terms in the table set forth in Section 2.7(c) above, Licensor
shall immediately so notify the Licensee and shall further be obligated to match and offer Licensee with similar terms provided to such
Person and the pricing table set forth in Section 2.7(c) above shall be modified to reflect such terms offered by Licensor to such Person
Section
2.8 Records. Upon each anniversary of the Effective Date, Licensee shall have the right to audit Licensor’s books and
records to review and confirm the actual manufacturing or fabrication costs paid or incurred by Licensor for each KMX VMD Unit purchased
by Licensee during the prior year so as to confirm the accuracy of the purchase price paid by Licensee for each such KMX VMD Unit. Each
such audit shall be conducted by a reputable and nationally recognized third party certified public accountant selected by Licensee.
In the event that any price paid by Licensee is determined to have been incorrectly calculated, the amount of the discrepancy shall be
paid to the Party entitled thereto, together with interest on such amounts at the prime rate in effect at the conclusion of the audit.
The audit shall be conducted confidentially at the cost and expense of the Licensee.
Section
2.9 Licensee’s Obligations. During the term of this Agreement and in addition to its obligations set forth above, Licensee
hereby covenants and agrees to:
(a)
exclusively purchase from Licensor KMX VMD as set forth in Section 2.7(a) above.
(b)
refrain from marketing, distributing or selling KMX VMD Units that are either (i) to be used, installed or operated outside the Territory
or (ii) utilized for any application or function that is not part of the Field of Use;
(c)
in marketing the KMX VMD Units, take commercially reasonable steps so that KMX VMD Units will not carry any commercial name or brand
other than the trademark or brand of KMX, or the trademark or brand KMX in conjunction with Stardust;
(d)
Use commercially reasonable efforts to employ a sales staff knowledgeable in the marketing of KMX VMD Units;
(e)
Use commercially reasonable efforts to provide customer service functions within the Territory and Field of Use;
(f)
Use commercially reasonable efforts to cooperate with Licensor to market KMX VMD Units obtained from Licensor, including consideration
of suggestions of Licensor’s advertising and promotional efforts and materials;
(g)
Participate in programs (distribution, marketing, sales, customer service, technical review or otherwise) that Licensor may adopt from
time to time and offer to its licensees, sales representatives and/or distributors;
(h)
Comply with any and all laws, statutes, rules, regulations, permits or ordinances that relate to the sale of KMX VMD Units within the
Territory and Field of Use and pay all income, sales, and other taxes imposed on the purchase, sale, storage and use of same. Licensee
shall obtain and comply with any and all pertinent licenses and permits that may be required under local law in order to legally allow
Licensee to market and sell KMX VMD Units within the Territory and Field of Use. Licensee further agrees to provide Licensor with copies
of any and all licenses required to be obtained by Licensee as provided above;
(i)
Inform Licensor of any laws, rule, regulations, facts or opinions relevant, or likely to be relevant, in relation to the marketing and
sale of KMX VMD Units within the Field of Use and Territory so that Licensor can ensure that the KMX VMD Units meet local regulations
relating to standards, safety, labeling and the like;
(j)
Promptly notify Licensor in writing of any threatened litigation or any claims involving alleged defective KMX VMD Units obtained from
Licensor causing injury to persons or property;
(k)
Provide purchasers of KMX VMD Units with Licensor supplied product warranty certificates along with Licensor supplied (written) use and
handling instructions; and
(l)
Not make any warranty or representations as to any KMX VMD Unit which expands Licensor’s product warranties set forth in Attachment
A.
ARTICLE
III
WARRANTIES AND LIMITATION OF LIABILITY
Section
3.1 Warranty. Licensor is the owner of the Licensed Technology and has the right, power, and authority to grant the license
and rights set forth herein, and no Person has asserted against Licensor a claim orally or in writing that the third party claims superior,
joint or common ownership, including any claim of right or license that allows such Person to use the Licensed Technology within the
Field of Use and inside the boundaries of the Territory. The use of the Licensed Technology and/or any KMX VMD Unit by Licensee in any
manner contemplated under this Agreement does not infringe or misappropriate the Intellectual Property of any Person.
Section
3.2 EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL,
SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE AS A RESULT OF
A BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT
KNEW OF THE POSSIBILITY OF SUCH DAMAGES.
ARTICLE
IV
INDEMNIFICATION
Section
4.1 Indemnification.
(a)
Licensor shall indemnify, defend and hold harmless Licensee, its Affiliates, and their customers (the “Indemnitees”)
from and against all liability, claims, reasonable attorneys’ fees and other litigation expenses, costs, expenses, fines, demands,
judgments, suits and causes of action of every kind and character (the “Claims”) arising in favor of any person,
corporation, governmental authority or entity, partnership, or other entity, in any way incident to or in connection with or arising
out of infringement or misappropriation of any Intellectual Property right of a third party by the making, using, selling, or offering
to sell systems and methods included as part of the Licensed Technology.
(b)
An Indemnitee shall provide written notice to Licensor of a Claim within thirty (30) days after such Claim is asserted in writing or
by legal action against such Indemnitee or any of the Affiliates or customers of such Indemnitee. Upon receipt of such notice from such
Indemnitee, the Licensor shall notify such Indemnitee in writing within ten (10) days as to whether the Licensor shall assume the defense
of such Claim under this Agreement. Such Indemnitee’s failure to so notify the Licensor shall not relieve the Licensor from any
obligation which the Licensor would otherwise have pursuant to this Agreement except to the extent that the Licensor has been materially
prejudiced by such failure to so notify. If the Licensor notifies such Indemnitee that the Licensor intends to assume the defense of
such Claim, the Licensor shall control the defense of such Claim with legal counsel reasonably acceptable to such Indemnitee and shall
be entitled to settle such Claim, except that the Licensor shall not enter into any settlement agreement, agreed order, consent judgment,
or the like which is binding on such Indemnitee without such Indemnitee’s consent. Notwithstanding the foregoing, the Licensor
shall be entitled to settle the Claim without the consent of such Indemnitee so long as a full and unconditional release is provided
to such Indemnitee and no agreed order, consent judgment or the like is entered to the prejudice of such Indemnitee. Notwithstanding
the election of the Licensor to assume the defense of such Claim, such Indemnitee shall have the right to employ separate counsel and
participate in the defense of such Claim at its sole cost. If the Licensor does not notify such Indemnitee that the Licensor intends
to assume the defense of such Claim as contemplated above, such Indemnitee shall control the defense and settlement of such Claim, and
the Licensor shall reimburse such Indemnitee for the costs and expenses (including reasonable attorneys’ fees and expenses) incurred
by such Indemnitee in such defense.
ARTICLE
V
DUTY TO PROSECUTE ALLEGED INFRINGEMENT
Section
5.1 Notice. If either Party at any time shall become aware or receive notice of any unauthorized use or other infringement
of the Licensed Patent, then such Party shall promptly give written notice thereof to other Party setting forth all information in such
Party’s possession regarding such infringement. In the event that a third party is infringing upon the Licensed Patent, Licensee
may make written demand upon Licensor to abate such infringement stating in the demand the name of the infringer and the place and circumstances
of the infringement.
Section
5.2 Infringement Litigation and Patent Prosecution.
(a)
Except as provided in Section 5.2(b) below, Licensor shall be solely responsible for and retain the legal right to bring a legal action
for infringement of the Licensed Patent and to seek the recovery of damages. Upon notice of such an infringement, within ninety (90)
days of notice of infringement of the Licensed Patent, Licensor shall bring a legal action for such patent infringement or negotiate
the cessation of such infringement and shall fund such litigation subject to the adjustment of expenses discussed below. The Licensor
shall have the right to sue and recover past, present, and future damages incurred by both Licensor and Licensee. The Licensor shall
have the right and option to name Licensee as a party plaintiff in such suit, and shall seek any damages incurred as a result of such
infringement of the Licensed Patent. Any amount awarded or paid as a result of such legal action shall be first allocated in reimbursement
of any costs and expenses incurred by Licensor in pursuing such action, with any remaining amounts to be paid to Licensor and Licensee
based on the amount of damages caused by the infringement as found by the court or as agreed to through settlement, with all damages
for uses of the system or method being paid to Licensee and the remainder of the damages being paid to Licensor. Licensee shall have
the right to employ separate counsel and participate in the prosecution of the infringement cause of action at its sole cost.
(b)
In the event that Licensor fails to file an infringement suit within the ninety (90) day period set forth in Section 5.2(a) with respect
to the patent infringement cause of action set forth in such notice or fails to diligently prosecute such infringement suit thereafter,
then, Licensee shall have the right to discontinue paying all Royalties under this Agreement until such infringement is remedied. In
addition, upon receipt by Licensor of written notice from Licensee of Licensee’s intent to prosecute such infringement action hereunder,
Licensor hereby assigns such cause of action to Licensee, including the right to sue for injunctive relief and damages. Licensee shall
then have the right to sue such infringer or infringers in the notice of infringement and recover past, present, and future damages incurred
by both Licensor and Licensee. Licensee shall have the right and option to name Licensor as a party plaintiff in such suit. Any amount
awarded or paid as a result of such legal action shall be first allocated in reimbursement of any costs and expenses incurred by Licensee
in pursuing such action, with any remaining amounts to be paid to Licensor and Licensee based on the amount of damages caused by the
infringement as found by the court or as agreed to through settlement, with all damages for uses of the system or method being paid to
Licensee and the remainder of the damages being paid to Licensor. Each Party shall reasonably cooperate with the other Party in the prosecution
of any infringement action, whether under Section 5.2(a) or (b), at each Party’s own separate cost.
(c)
The Licensor shall be responsible for the prosecution of every patent application comprising a part of the Licensed Technology, if any,
filed by Licensor following the Effective Date and shall prosecute the foregoing diligently and in accordance with the applicable law.
The Licensor shall provide copies of all papers filed by Licensor or received by Licensor from the United States Patent and Trademark
Office or applicable patent office with respect to the foregoing prosecution.
ARTICLE
VI
TERM, TERMINATION, AND ASSIGNMENT
Section
6.1 Term.
(a)
The initial term of this Agreement (the “Initial Term”) begins on the Effective Date and ends upon either of
the following dates determined as of NASDAQ stock market close on the date that is 240 days following the Effective Date:
| (1) | In
the event that the Actual Royalty Amount is less than the sum of Two Million ($2,000,000)
Dollars, the second (2nd) anniversary of the Effective Date; or |
| (2) | In
the event that the Actual Royalty Amount is equal to or greater than the sum of Two Million
($2,000,000) Dollars but less than Eight Million ($8,000,000) Dollars, the Fifth (5th)
anniversary of the Effective Date; or |
| (3) | In
the event that the Actual Royalty Amount is equal to the sum of Eight Million ($8,000,000)
Dollars or more, the Seventh (7th) anniversary of the Effective Date. |
(b)
The term of this Agreement may be renewed by Licensee, at its sole option, upon the expiration of the Initial Term for additional five
(5) tear term (the “First Renewal Term”) if Licensee acquires three (3) or more KMX VMD Units with a minimum
size of five (5) gallons per minute (gpm) for delivery during the Initial Term.
(c)
The term of this Agreement may be further renewed by Licensee, at its sole option, upon the expiration of the First Renewal Term for
additional five (5) tear term (the “Second Renewal Term”) if Licensee acquires five (5) or more KMX VMD Units
with a minimum size of five (5) gpm for delivery during the First Renewal Term.
(d)
Notwithstanding the expiration of the Initial Term, the First Renewal Term or the Second Renewal Term, Licensee and Licensee’s
customers shall retain the right and license to operate and commercially exploit the use of each KMX VMD Unit purchased by Licensee in
accordance with this Agreement.
Section
6.2 Termination by Licensor. Licensor may terminate this Agreement with immediate effect by delivering written notice to Licensee
upon the occurrence of any of the following:
(a)
Licensee is in material breach of any of its obligations hereunder and fails to remedy such breach within sixty (60) days of receipt
of written notice from Licensor of such material breach;
(b)
Licensee makes an assignment for the benefit of creditors, or has a receiver, trustee in bankruptcy, or similar officer appointed to
take charge of all or part of Licensee’s property; or
(c)
the expiration of the last to expire of any valid claim of a Licensed Patent.
Section
6.3 Termination by Licensee. Licensee may terminate this Agreement with immediate effect by delivering written notice to Licensor
upon the occurrence of any of the following:
(a)
Licensor is in material breach of any of its obligations hereunder and fails to remedy such breach within sixty (60) days of receipt
of written notice from Licensee of such material breach;
(b)
Licensee provides written notice of termination, for Licensee’s convenience, at least six (6) months prior to the effective date
of termination in said notice of termination; or
(c)
Licensor makes an assignment for the benefit of creditors, or has a receiver, trustee in bankruptcy, or similar officer appointed to
take charge of all or part of Licensor’s property.
Section
6.4 Survival. The expiration of the term of this Agreement or its earlier termination shall not relieve Licensor or Licensee
of any liability for any breach hereof occurring prior to such expiration or termination. In addition, the rights and obligations of
the Parties under this Section 6.4, Section 1.2, and Articles III, IV and VII shall survive any termination of this Agreement.
Section
6.5 Assignment. The rights and obligations incident to this Agreement shall be binding upon and inure to the benefit of the
Parties, their Affiliates, and their successors. Licensee shall have the right to assign or transfer the Agreement, including all rights
and obligations hereunder, without the approval or consent of Licensor to: (i) any entity that acquires substantially all of the assets
of Licensee or the assets associated with this Agreement; (ii) any Affiliate of Licensee; or (iii) any successor entity in merger, consolidation,
or acquisition involving Licensee; provided, that, such assignee or transferee shall thereafter be deemed to have assumed the
obligations contained in and be subject to this Agreement. The Licensor shall not assign or transfer this Agreement, including by merger,
acquisition, or operation of law, without the prior written consent of Licensee, and Licensor further agrees that Licensor shall not
assign a Patent Application, the Licensed Technology, or any Licensed Future Patent without also assigning this Agreement.
ARTICLE
VII
MISCELLANEOUS
Section
7.1 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties concerning the subject
matter hereof, and supersedes prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between
the Parties. No modification or amendment to this Agreement will be valid or binding unless reduced to writing and duly executed and
delivered by the Party to be bound thereby. No terms in any written order or acknowledgment that add to or change the terms of this Agreement
shall be of any force and effect, whether or not the Party receiving the same signs the order or acknowledgment or otherwise indicates
its acceptance, unless such Party expressly refers to the specific addition or change in question as a modification of this Agreement.
Section
7.2 Governing Law. This Agreement, and all the rights and duties of the Parties arising from or relating in any way to the
subject matter of this Agreement or the transactions contemplated by it, shall be governed by, construed, and enforced in accordance
with the laws of the State of Delaware, excluding Delaware’s conflict of laws rules or similar principles which would refer to
or apply the substantive laws of another jurisdiction.
Section
7.3 Force Majeure. No delay in or failure of performance by a Party hereto shall constitute a default, or a non-compliance
with any obligation hereunder, or give rise to any claim for damages against said Party by the other Party if and to the extent such
delay or failure is caused by Force Majeure provided, however, the Party claiming Force Majeure must notify the other Party in writing
within thirty (30) days of its occurrence. In any such event, the party unable to perform shall be required to resume performance of
its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder.
Section
7.4 Notices.
(a)
All notices, requests or consents provided for or required to be given hereunder shall be in writing and shall be deemed to be duly given
if personally delivered or mailed by certified mail, return receipt requested, or nationally recognized overnight delivery service with
proof of receipt maintained, at the following addresses (or any other address that any such Party may designate by written notice to
the other Party):
if
to any Licensor, to the following address:
KMX
Technologies, Inc
29 Low Road
Sharon,
CT, 06069
Attention:
Zachary Sadow
with
a copy (which shall not constitute notice) to:
Dan
Elias, Esq
13
East South 32nd Street
Long
Beach Township, N.J. 08008
if
to Licensee, to the following address:
Stardust
Power, Inc.
9112 N. Kelly Avenue
STE C
Oklahoma City, OK 73131
Any
such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by certified mail, be deemed received
upon the earlier of actual receipt thereof or five business days after the date of deposit in the United States mail, as the case may
be; and shall, if delivered by nationally recognized overnight delivery service, be deemed received the first business day after the
date of deposit with the delivery service.
(b)
Whenever any notice is required to be given by law or this Agreement, a written waiver thereof, signed by the Party entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
(c)
Either Party may change its address for notice by giving notice to the other Party of the change. Notice shall be effective upon receipt.
Section
7.5 Severability. The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of
any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other
portion or provision of this Agreement. Any invalid, illegal, unenforceable or void provision shall be deemed severed from this Agreement
and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision
held to be invalid, illegal, unenforceable or void. Licensor and Licensee further agree to reform this Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Section
7.4 shall not prevent the entire Agreement from being void should a provision which is the essence of this Agreement be determined to
be invalid, illegal, unenforceable or void.
Section
7.6 No Waiver. The failure of either Party at any time to require performance by the other Party of any provision of this
Agreement shall in no way affect the right of such Party to require performance of that provision. Any waiver by either Party of any
breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision,
a waiver of the provision itself or a waiver of any right under this Agreement.
Section
7.7 Relationship of the Parties. Nothing in this Agreement shall be construed to constitute either Party the agent, partner,
or joint venturer of the other Party, nor shall either Party have any authority to bind the other Party in any respect, it being expressly
intended that each Party shall remain an independent contractor.
Section
7.8 No Third Party Beneficiaries. Except as provided in Section 4.1, nothing in this Agreement, express or implied, shall
give to any person, other than the Parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy
or claim under this Agreement.
Section
7.9 Headings. Except for the section headings in Article I, the headings of the articles and sections of this Agreement are
inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
(Signatures
Appear on the Following Page)
IN
WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.
| |
Stardust Power, Inc. |
| |
|
|
| |
By: |
/s/ Roshan Pujari |
| |
Name: |
Roshan Pujari |
| |
Title: |
Chief Executive Officer |
| |
KMX Technologies, Inc. |
| |
|
|
| |
By: |
/s/ Zachary Sadow |
| |
Name: |
Zachary Sadow |
| |
Title: |
Chief Executive Officer |
Exhibit
A
Terms
and Conditions of Purchase
To
be completed prior to the sale of the first KMX VMD Unit
Exhibit
99.1
Stardust
Power Announces Exclusive Licensing Agreement for Lithium Brine Concentration Technology from KMX Technologies
| ● | Following
the October 8, 2024 announcement, Stardust Power finalizes exclusive licensing agreement
with KMX Technologies to enhance lithium production efficiency and sustainability. |
GREENWICH,
Conn., February 10, 2025 — Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”),
an American developer of battery-grade lithium products, today announced the execution of an exclusive licensing agreement with KMX Technologies,
Inc. (“KMX”), a leader in advanced lithium brine concentration technology. This agreement grants Stardust Power the exclusive
rights to utilize KMX’s innovative vacuum membrane distillation (“VMD”) technology for lithium extraction and concentration
across the United States, Canada, and select international markets.
The
exclusive license grants Stardust Power the full rights to use and operate KMX VMD units within the designated territory and field of
use for lithium. This agreement will support Stardust Power’s continued commitment to build out the North American lithium
supply chain and onshoring of critical minerals in the rapidly growing North America lithium market.
“This
exclusive licensing agreement with KMX Technologies is a pivotal step forward in advancing Stardust Power’s sustainability and
operational efficiency goals,” said Roshan Pujari, CEO and Founder of Stardust Power. “KMX’s VMD technology offers
a unique opportunity to reduce both energy consumption and water use across our supply chain, particularly by concentrating lithium feedstocks
for efficient logistics. By incorporating this technology, we aim to significantly lower operating costs while strengthening the U.S.
critical mineral supply chain and enhancing national security, all while doing so in an environmentally responsible manner.” KMX’s
technology is ideal for Stardust Power’s innovative hub and spoke refinery model. By reducing the volume of the brine feedstock,
less volume needs to be transported. The large central refinery is designed to repulp feedstock and blend as needed.
KMX’s
VMD technology is capable of concentrating lithium from brine sources with minimal losses, thereby enhancing the economic viability of
lithium projects. Additionally, the technology produces high-quality water as a byproduct, which can be used to minimize reliance on
local freshwater resources in the lithium extraction process, a key factor in increasing water sustainability for the industry.
Zachary
Sadow, CEO of KMX Technologies, added, “We are excited to partner with Stardust Power, a visionary company dedicated to driving
sustainability and innovation within the lithium sector. This agreement represents a shared commitment to improving the efficiency and
environmental footprint of the lithium supply chain.”
With
the execution of this agreement, Stardust Power is positioned to deploy KMX’s VMD technology throughout Stardust Power’s
network design and supply chain in order to optimize delivery of feedstocks to its lithium refinery under development in Muskogee, Oklahoma,
with up to 50,000 metric tons per annum production capacity upon completion. The Company plans to integrate this advanced technology to further enhance the environmental and economic performance of its lithium production
processes.
About
Stardust Power Inc.
Stardust
Power is a developer of battery-grade lithium products designed to bolster America’s energy leadership by building resilient supply
chains. Stardust Power is developing a strategically central lithium refinery in Muskogee, Oklahoma with the anticipated capacity of
producing up to 50,000 metric tons per annum of battery-grade lithium. The Company is committed to sustainability at each point in the
process. Stardust Power trades on the Nasdaq under the ticker symbol “SDST.”
For
more information, visit www.stardust-power.com
About
KMX Technologies, Inc.
KMX
Technologies is solving the most critical environmental and energy challenges of the 21st century. Through its proprietary
membrane distillation technology, the company sustainably sources critical minerals necessary for next generation supply chains
and infrastructure, is advancing wastewater treatment, and is accelerating energy storage with its direct lithium recovery enhancement
processes.
Stardust
Power Contacts
For
Investors:
Johanna
Gonzalez
investor.relations@stardust-power.com
For
Media:
Michael
Thompson
media@stardust-power.com
Cautionary
Note Regarding Forward-Looking Statements
Certain
statements in this press release constitute “forward-looking statements.” Such forward-looking statements are often identified
by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “forecasted,”
“projected,” “potential,” “seem,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or otherwise indicate statements that are not of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements and factors that may cause actual
results to differ materially from current expectations include, but are not limited to: the ability of Stardust Power to realize the
anticipated benefits of KMX’s technology; the ability of Stardust Power to grow and manage growth profitably, maintain key relationships
and retain its management and key employees; obtaining the necessary permits and governmental approvals to develop the site; risks related
to the uncertainty of the projected financial information with respect to Stardust Power; risks related to the price of Stardust Power’s
securities, including volatility resulting from changes in the competitive and highly regulated industries in which Stardust Power plans
to operate, variations in performance across competitors, changes in laws and regulations affecting Stardust Power’s business and
changes in the combined capital structure; and risks related to the ability to implement business plans, forecasts, and other expectations
and identify and realize additional opportunities. The foregoing list of factors is not exhaustive.
Stockholders
and prospective investors should carefully consider the foregoing factors, and the other risks and uncertainties described in documents
filed by Stardust Power from time to time with the SEC.
Stockholders
and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date
made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many
of which are outside the control of Stardust Power. Stardust Power expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of Stardust Power
with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Stardust Power (NASDAQ:SDST)
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부터 1월(1) 2025 으로 2월(2) 2025
Stardust Power (NASDAQ:SDST)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
