Exhibit 10.13

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].”

 

First Amendment to the

Cooperation and Licensing Agreement

Between Deep Isolation, Inc. and NAC International Inc.

 

THIS First Amendment (this “Amendment”) to that certain Cooperation and Licensing Agreement between Deep Isolation Inc. (“DI”) and NAC International Inc. (“NAC”) dated the 17th day of June, 2020, which is incorporated herein (the “Agreement”), is made and entered into this 29th day of July, 2025 (the “Effective Date”), by and between NAC International Inc., a Delaware corporation having its principal place of business at 2 Sun Court, Suite 220, Peachtree Corners, GA 30092 (hereinafter “NAC”) (www.nacintl.com) and Deep Isolation, Inc., a Delaware corporation having a principal place of business at 2120 University Ave., Berkeley, CA 94704 (hereinafter “Deep Isolation” or “DI”) (www.deepisolation.com), NAC and DI being hereinbelow referred to individually as a “Party” and collectively as the “Parties.” Unless specified otherwise in this Amendment, defined terms in the Agreement used herein shall appear with initial caps and shall retain their meanings as set forth in the Agreement, subject to modification in writing by the Parties, should any such need modification be identified, including modification of defined terms used in the Agreement as stipulated by this Amendment.

 

WHEREAS, the Parties acknowledge and agree that since the execution of the Agreement in 2020, a potential market has emerged to deploy Drillhole Canisters (as further defined below) for above- ground storage applications at commercial nuclear power plants or other nuclear facility sites, which could be located in the United States or potentially other countries (the “Purpose”).

 

WHEREAS, the Parties acknowledge and agree that at present and for the foreseeable future: (i) the United States currently does not have a licensed federal repository for used nuclear fuel and other radioactive nuclear materials generated by nuclear power plants ; (ii) such used fuel and other materials are generally kept at the sites at which they were created; (iii) the availability and U.S. Nuclear Regulatory Commission (NRC) licensing of the Yucca Mountain Project (YMP) as the ultimate repository remains uncertain and unlikely; and, (iv) although the NRC has not established a definitive regulatory framework for final disposal of such used fuel and other materials below- ground, such as in deep horizontal drillholes or boreholes, as contemplated in the Agreement, the Parties recognize and concur that interim above-ground storage in drillhole canisters or Universal Canister Systems (as further defined below) is likely compatible with ultimate disposal in a mined repository or in drillholes (boreholes);

 

WHEREAS, further to the preceding paragraph, the Parties acknowledge and believe that above- ground storage is a broader opportunity than the United States, and is a global opportunity in countries where nuclear regulators have not established a definitive framework or identified ultimate repository site(s) for below-ground disposal;

 

 

 

 

WHEREAS, both Parties agree that being first movers in the above-ground storage market for Drillhole Canisters would be mutually beneficial to both Parties;

 

WHEREAS, the Parties acknowledge and agree to the potential benefits of amending the Agreement to establish the terms and conditions, including related compensation, and accordingly, this Amendment as detailed further below, is intended to establish the following understanding and requirements:

 

DI shall grant to NAC an exclusive license to the Drillhole Canister Technology for the purpose of incorporating Drillhole Canisters into the designs and regulatory approvals of NAC Cask Technology for storage and transportation, including but not limited to NAC’s patented MAGNASTOR® (storage) and MAGNATRAN (transport) technologies;

 

The Parties wish to expand the definitions of Drillhole Canister and related terms to include the full scope of disposal options enabled by the Universal Canister System, including disposal in horizontal, vertical and slanted deep borehole repositories and disposal in mined repositories;

 

DI shall grant to NAC an exclusive license to sell and supply Drillhole Canisters for inclusion within the above-ground storage and related transportation projects as part of NAC Cask Technology (“Above-Ground Projects”);

 

NAC shall only sell and supply Deep Isolation Drillhole Canisters for inclusion within such Above-Ground Projects, meaning that it shall not sell and supply similar multi-functional drillhole canisters owned by itself or competitors.

 

The Parties shall use their own business development and engineering resources to pursue the Above-Ground Projects market, and the Parties will share proposal development costs associated with successful contract awards for Above-Ground Projects as detailed in Section 9 of this Amendment.

 

NAC shall occupy the role, as between NAC and DI, of prime contractor as that term is conventionally understood, and NAC shall thus work directly with the nuclear power plant owner-operator or other facility owner-operator (e.g., such as a government facility) or reactor technology supplier or their agent to contract with the relevant customer(s) (“Above-Ground Customer(s)”) for Above-Ground Projects;

 

Deep Isolation shall receive from NAC an IP fee for the use of each Deep Isolation Drillhole Canister supplied for Above-Ground Storage, and NAC shall obligate its customers of Above-Ground Storage to an additional contingent IP Fee that is owed to Deep Isolation that is due when each supplied Deep Isolation Drillhole Canister is emplaced for disposal.

 

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NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants, agreements, obligations and conditions hereinbelow set forth, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged and accepted by all Parties hereto, the Parties hereto do hereby covenant and agree as follows:

 

For purposes of this Amendment, the Parties agree to amend the Agreement as follows:

 

1.Except as provided otherwise in this Amendment, the provisions of Section 1 (“Collaboration; Roles and Responsibilities”) through 12 (“General”) and including Exhibit B “Sublicensing and Confidentiality Provisions Applicable to Deep Isolation Subcontracts for Fabrication of Non-NAC delivered Canisters (Drillhole Canisters)” of the Agreement shall remain in full force and effect in accordance with their terms. The definitions of the term “Drillhole Canister” and related terms in the Agreement shall be expanded to include the option of disposal of SNF and HLW in deep borehole repositories with horizontal, vertical and slanted orientations and in mined repositories. For absence of doubt, nothing in this Amendment shall be construed to expand the definitions of the term “Drillhole Canister” and related terms in the Agreement to include multi-function canister that cannot be disposed of in deep borehole repositories.

 

2.For purposes of this Amendment, with respect to Above-Ground Projects, the term “Drillhole Canister” shall be understood to include the following: relevant DI Canister Technology and NAC Cask Technology, as described in the Agreement.

 

3.Additionally, for this Amendment, and the “DI Above-Ground Projects License Grant” as defined in Section 4, below, the term “Drillhole Canister Technology for Above-Ground Projects” shall be understood to include the following, whether developed by NAC solely, DI solely, or jointly by DI and NAC:

 

a.Drillhole Canisters (DHCs),” for light water reactor used fuel assemblies (PWR or BWR) only, as designed and analyzed by NAC, as in-kind contribution by NAC to DI, pursuant to the Agreement;

 

b.Universal Canister System (UCS),” for advanced reactor waste forms (including TRISO pebbles/compacts, vitrified glass, molten salt), as designed and analyzed by NAC, pursuant to subaward with DI, under the Advanced Research Projects Agency- Energy (“ARPA-E”) (including all periods during and after the term of the subaward).

 

c.Future Canisters,” for future canister designs or derivatives of DHCs or UCS that could hold SNF, HLW, transuranic (TRU) waste, and radioactive wastes from the operation of nuclear power plants and from the production and/or reprocessing of nuclear fuel and, like the UCS, have multi-functionality to support storage, transportation and disposal in deep borehole with horizontal, vertical and slanted orientations and mined repositories.

 

4.DI License Grant for Drillhole Canister Technology for Above-Ground Projects.

 

For purposes limited to Above-Ground Projects as defined in this Amendment, during the Term of the Agreement, DI hereby grants to NAC, and NAC hereby accepts, an exclusive perpetual, irrevocable, non-transferable, sublicensable right and license, as limited and described herein, to possess, use, practice, apply, sell, sublicense (solely as needed for third parties to assist NAC in the exercise of the DI Above-Ground Projects License Grant (as defined below), and not for the benefit of any third party), reproduce and copy the applicable portions of: (i) the Drillhole Canister Technology for Above-Ground Projects, as described in this Amendment; and (ii) relevant DI Drillhole Technology, (iii) relevant DI Canister Technology, and (iv) relevant New Drillhole Canister IP, as described in the Agreement, for the sole and exclusive Purpose hereof, of NAC’s designing, licensing, manufacturing, testing, operating, maintaining, storing, transporting and decommissioning, and sales by NAC to Above-Ground customers of Drillhole Canisters (DHC) using the Drillhole Canister Technology for Above-Ground Projects as necessary to support above-ground storage and/or transport of used nuclear fuel or other radioactive nuclear materials under this Amendment (the “DI Above-Ground Projects License Grant”).

 

5.NAC Exclusive Provider of Drillhole Canisters for Above-Ground Projects.

 

NAC shall be the exclusive provider of Drillhole Canister Technology for Above-Ground Projects using NAC’s proprietary cask technology for storage and transport, including but not limited to NAC’s patented MAGNASTOR® (storage) and MAGNATRAN (transport) technologies, for the Purpose hereof.

 

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NAC shall only sell and supply Deep Isolation Drillhole Canisters for inclusion within the above-ground storage and related transportation projects as part of NAC Cask Technology. NAC shall not sell and/or supply similar multi-functional drillhole canisters owned by itself or competitors.

 

6.NAC Role as Prime Contractor for Above-Ground Projects for Above-Ground Customers.

 

NAC shall occupy the role, as between NAC and DI, of prime contractor as that term is conventionally understood, and NAC shall thus work directly with the nuclear power plant owner-operator or other facility owner-operator (e.g., such as a government facility) or, as the case may be, with subcontractors to such owner-operators, including reactor technology developers, to contract with such relevant Above-Ground customers for Above-Ground Projects for the Purpose hereof, which as noted hereinabove includes incorporation of such Drillhole Canister Technology into for use within NAC’s proprietary and licensed cask technology for storage and transport, including but not limited to NAC’s patented MAGNASTOR® (storage) and MAGNATRAN (transport) technologies.

 

7.IP Fee.

 

Following the sale of a Drillhole Canister using Drillhole Canister Technology for Above-Ground Projects that is sold by NAC to an Above-Ground Customer, NAC shall pay DI a royalty (“Above-Ground IP Fee”) for each such sale of a Drillhole Canister. The Above-Ground IP Fee will provide a license to use the Drillhole Canister for Above-Ground Projects or be transported to an Above-Ground Project but will not allow for disposal of the Drillhole Canister.

 

The Above-Ground IP Fee is as follows:

 

Drillhole Canister Type  Above-Ground
IP Fee Amount
 
UCS Class 1  $3,300 
UCS Class 2  $4,300 
UCS Class 3  $6,300 
DHC (PWR)  $3,900 
DHC (BWR)  $3,500 

 

The Above Ground IP Fee shall be escalated by 3% per year starting in 2026.

 

A separate IP Fee will be charged for disposal of the Drillhole Canister in a borehole or a mined repository (“Disposal IP Fee”). Upon emplacement of a Drillhole Canister for disposal, the Disposal IP Fee will be due. The amount of the Disposal IP Fee associated with the Drillhole Canister will be based on a separate disposal contract with Deep Isolation; no disposal will be authorized as to an Above Ground Customer or any other person in any given case unless and until such separate disposal contract is entered into with Deep Isolation. Deep Isolation expects that its Disposal IP Fee will depend on the type of disposal selected (drillhole [including orientation and geology] or mined repository). For horizontal deep drillhole disposal, Deep Isolation expects that its IP Fee will be [***]% of the total cost of the canister. Effectively, the [***]% fee for horizontal drillhole disposal will be split between the Above Ground IP Fee and Disposal IP Fee. Both Parties will work toward that expectation in customer contracts and acknowledge that the Above-Ground Projects customer and disposal customer may be different entities.

 

a.Above-Ground IP Fee as Compensation to DI: The Above-Ground IP Fee is payable by NAC to DI, in consideration of the DI Above-Ground Projects License Grant, and shall become due and owing upon NAC’s receipt of full payment from the Above-Ground Customer for sale of each Drillhole Canister using Drillhole Canister Technology for Above-Ground Projects, such payment by NAC to be made to DI within thirty (30) business days of each such sale and such receipt of payment made by the Above-Ground Customer to NAC for such sale(s).

 

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8.NAC Right to Incorporate Drillhole Canister Technology for Above-Ground Projects into New or Existing NRC CoCs.

 

For purposes of the DI Above-Ground Projects License Grant and with respect to any application for a relevant new or relevant amended existing NRC Certificate of Compliance (CoC), or other related permit, validation certificate or CoC issued by a U.S. federal agency (such as Department of Energy, Department of Transportation, Department of Defense) or agency of a foreign country, or any licensing approval needed with respect to Drillhole Canister Technology for Above-Ground Projects, to the extent necessary for the Purpose of this Amendment and the Agreement (hereafter, collectively, referred to as the “CoC”), NAC shall:

 

(i)be accorded to and receive access from DI, with respect to NAC’s obtaining and maintaining such CoC, as necessary for the Purpose hereof, pursuant to the DI Above-Ground Projects License Grant to all: (a) Drillhole Canister Technology for Above-Ground Projects, (b) relevant DI Drillhole Technology, (c) relevant DI Canister Technology and (d) relevant New Drillhole Canister IP, which such DI technology categories (a) through (d), will be subject to rights of ownership by DI in accordance with the following: (x) the Agreement, (y) this Amendment, or (z) otherwise (including ARPA-E); and, for absence of doubt, the Parties acknowledge and agree that it is not the Purpose of this Amendment to transfer ownership of DI technology to NAC nor transfer ownership of NAC technology to DI;

 

(ii)acquire the status of, and have the right to remain, for the duration of such CoC or renewal thereof, the lawful holder of such CoC and all rights and obligations appurtenant thereto, including right of amendment, renewal, modification; however, any termination or assignment of such CoC by NAC to a successor of NAC, respectively, shall require written consent from DI;

 

(iii)be granted by DI the right to sub-license Deep Isolation Drillhole Canister Technology to its Above-Ground Storage customers for the express purpose of operating and maintaining the Deep Isolation Drillhole Canisters for Above-Ground Storage and transportation, but expressly not for the purpose of Disposal;

 

(iv)and, further, DI agrees to cooperate with NAC as needed for NAC to obtain and maintain any CoC approvals, amendments, modifications, renewals or other regulatory actions needed for the Purpose of this Amendment.

 

9.Business Development Costs; Use of In-Kind Contribution

 

NAC agrees that it shall not use In-Kind Contribution hours for business development (BD) associated with Above-Ground Storage Project opportunities and that Section 4A of the Agreement will not apply (and no other In-Kind Contribution hours will be accrued or credited under Section 4A of the Agreement) to BD associated with such opportunities. Instead, the Parties will incur their own costs through the business development phase and will share costs if business development efforts result in a contract as follows:

 

(i)Each Party will cover its own costs of informal business development (e.g., meetings with clients, pitch development, etc.).

 

(ii)At the point when a potential client invites the Parties to submit a formal written proposal against a documented requirement, the Parties will jointly decide whether to proceed.

 

(iii)In cases where the Parties proceed, each Party will record all staff time going forward and other costs spent on pursuing this opportunity.  The expectation is that these costs will be largely for NAC, but also that Deep Isolation staff will need some involvement in proposal development.

 

(iv)In cases in which the resulting proposal is unsuccessful, each Party will absorb the costs that it has incurred and recorded.

 

(v)In cases in which the resulting proposal is successful, Deep Isolation will reimburse NAC for 50% of its recorded BD costs. The recompensation will be done on a deferred basis with NAC applying a credit to payments to Deep Isolation of the Above-Ground IP Fees from the Above-Ground Project resulting from such proposal (but not to exceed 50% as to any given payment under Section 7.a, so that Deep Isolation will be paid at least 50% of such fees) until its share of NAC’s recorded BD costs is paid.

 

10.Miscellaneous.

 

a.This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which counterparts taken together shall constitute one and the same agreement.

 

b.The terms of this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

 

c.Except as provided herein, all other terms of the Agreement shall remain in full force and effect in accordance with their terms and conditions except as specifically modified or amended by this Amendment, and the Parties do hereby ratify and confirm the Agreement as amended hereby.

 

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IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Cooperation and Licensing Agreement, through their duly authorized officers as signatories below, and as of the Effective Date.

 

NAC INTERNATIONAL INC.   DEEP ISOLATION, INC.
     
By: /s/ Kent S. Cole   By: /s/ Rod Baltzer
  Kent S. Cole     Rod Baltzer,
  President and CEO     CEO

 

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