Letter of Intent

Strategic Discovery and Pilot Review

Letterhead

Atlas Power Networks Inc

Draft v2.0

August 13, 2026

To: Leadership Team, RAD Laboratories
From: Robert Smith, President/CEO, Atlas Power Networks Inc
Re: Letter of Intent — Strategic Discovery and Pilot Review

1. Purpose

Preliminary non-binding framework

Non-binding

This Letter of Intent ("LOI") sets forth a preliminary, non-binding framework for discussions between Atlas Power Networks Inc ("Atlas") and RAD Laboratories ("RAD") regarding a potential strategic discovery process and pilot review. The parties intend to evaluate whether RAD's research assets, technical materials, and product concepts can be organized into a discovery-ready platform pilot using Atlas capabilities in orchestration, API/SDK design, telemetry dashboards, QuantumVault trust-layer architecture, and partner briefing materials.

This LOI is intended to support good-faith discussions and does not create an obligation to enter into a definitive agreement, pay fees, assign intellectual property, grant exclusivity, or form a partnership unless expressly stated in a signed definitive agreement.

2. Proposed Discovery Structure

Phased review

4 Phases
  • Phase 1: Strategic discovery and technical inventory
  • Phase 2: Pilot scope definition and success criteria
  • Phase 3: Prototype / dashboard / API concept review
  • Phase 4: Pilot recommendation and partner briefing package

Any paid pilot, co-development, revenue share, licensing, joint venture, or long-term partnership would require a separate written agreement approved by authorized representatives and counsel.

3. Pilot Discussion

Pilot pathway

Optional

The parties may negotiate a definitive Pilot Program Agreement covering scope, timeline, deliverables, fees, payment schedule, IP treatment, confidentiality, data handling, security boundaries, success criteria, and termination rights.

Potential pilot ranges may include:

  • Focused Pilot
  • Standard Pilot
  • Extended Pilot

No pilot fee or payment obligation is created by this LOI alone.

4. Confidentiality

Mutual NDA preferred

Conditional

The parties expect that any detailed technical, product, IP, commercial, security, or roadmap materials will be exchanged only under a mutually signed NDA or equivalent written confidentiality agreement.

Until such agreement is signed, each party should avoid disclosing sensitive confidential, regulated, export-controlled, third-party, or proprietary materials.

5. Optional Limited Exclusivity

Optional / only if selected

Not automatic

The parties may elect to include a limited exclusivity or limited focus period for a specific agreed pilot scope. Any exclusivity must be expressly selected, documented, and approved in writing.

Suggested optional language: For a period of ___ days after countersignature, Atlas agrees not to knowingly provide the same RAD-specific pilot scope to a direct competitor in RAD's defined domain, and RAD agrees to maintain good-faith focus on the agreed pilot scope. If not selected in writing, no exclusivity applies.

6. Good-Faith Discussions

30-day review window

30 days

The parties may use a 30-day review window to confirm:

  • Decision makers and legal entities
  • Technical materials available for discovery
  • IP ownership and documentation status
  • First pilot use case
  • Data and security boundaries
  • Proposed pilot scope and success criteria
  • Whether a definitive Pilot Program Agreement should be prepared

Either party may end discussions at any time unless otherwise agreed in writing.

7. Non-Binding Nature

Non-binding except selected terms

Non-binding

Except for any expressly binding confidentiality, governing law, expenses, or optional exclusivity provisions approved in writing, this LOI is non-binding. It does not create a partnership, joint venture, agency relationship, employment relationship, fiduciary duty, payment obligation, IP assignment, exclusivity obligation, or obligation to proceed.

8. Intellectual Property

No transfer of rights

Retained

Each party retains all rights to its pre-existing intellectual property, software, code, models, data, patents, trademarks, methods, documentation, trade secrets, and know-how. No license, assignment, transfer, sublicense, exclusivity, ownership right, or commercialization right is granted by this LOI unless expressly stated in a signed definitive agreement.

9. Publicity

No public announcement

Restricted

Neither party may use the other party's name, logo, marks, personnel names, website references, or relationship description in any press release, website, social post, investor material, sales material, or public statement without prior written approval.

10. Governing Law and Expenses

To be finalized

Standard

This LOI is governed by the laws of [State to be agreed], if and only if included in final signed form. Each party bears its own costs and expenses unless otherwise agreed in writing. This LOI may be executed electronically and in counterparts.

Signatures

Provider signed · awaiting counterpart

Countersign to proceed

Atlas Power Networks Inc

For Atlas Power Networks Inc

Signed

Signature:

Robert Smith

Name: Robert Smith

Title: President/CEO, Atlas Power Networks Inc

Date: August 13, 2026

RAD Laboratories

For RAD

Pending

Signature: ______________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________