Letter of Intent dated June 17, 2022

RENO is a publicly traded corporation currently listed on the OTC Market and filing reports with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shares of whose common stock, par value $0.0001 per share (the “RENO Common Stock”).

Harp and the Harp Shareholders shall enter into a reverse merger transaction with RENO (the “Reverse Merger”), which shall qualify as a tax-free reorganization under the US Internal Revenue Code, pursuant to which all the outstanding shares of capital stock of Harp (i.e., all shares of capital stock held by the Harp Shareholders) will be transferred to RENO in exchange for an aggregate of twenty million (20,000,000) restricted shares of RENO Common Stock (the “Exchange Shares”). The Exchange Shares shall be issued as follows: (i) sixteen million (16,000,000) restricted shares to the Biorenewable Technologies Shareholders; and (ii) four million (4,000,000) restricted shares to the Harp Electrical Shareholders. Immediately after the closing of the transactions contemplated herein, the Harp Shareholders will own approximately eighty four percent (84%) of the issued and outstanding shares of RENO Common Stock, on a fully-diluted basis, and the shareholders of RENO will retain and own approximately sixteen percent (16%) of the issued and outstanding shares of RENO Common Stock, on a fully-diluted basis.

The anticipated closing date for the Reverse Merger (the “Closing Date”) will be on or before September 2, 2022, subject to applicable closing conditions.

The transactions described in this Letter of Intent will hereinafter be referred to as the “Transaction” or “Transactions.” All references in this Letter of Intent to “$” or “dollars” are to United States dollars unless the context specifically provides otherwise.

The Exchange Agreement will contain customary indemnification provisions to secure breaches of representations and warranties reasonably satisfactory to the parties and such other terms and provisions as shall be mutually agreed upon by and among Harp, the Harp Shareholders, and RENO consistent with the provisions in this Letter of Intent.

Upon the closing of the Reverse Merger, RENO shall have an authorized capitalization of 100,000,000 shares of RENO Common Stock and 15,000,000 preferred shares, subject to the amendment of RENO’s certification of incorporation, as amended (which such amendment shall provide for the increase of the authorized RENO Common Stock).

The outstanding capitalization of Harp on the date hereof is set forth on Exhibit A hereto.

As consideration for the Reverse Merger, the Harp Shareholders shall receive the Exchange Shares.

Simultaneous with the Reverse Merger, RENO shall effect a reverse stock split in a ratio of 2:1-10:1 (the “Reverse Split”). The effectiveness of the Reverse Stock Split and the Reverse Merger will each be a condition precedent to the other and will occur simultaneously.

The actual and fully-diluted capitalization of RENO upon closing of the Reverse Merger and the Reverse Split, are set forth in the capitalization tables attached hereto as Exhibit B.

All legal and accounting fees of Harp and RENO relating to the Transactions, shall be payable on the Closing Date.

From and after the date of the execution of this Letter of Intent through and including September 2, 2022 (provided that such date shall be extended by the length of the Additional RENO Diligence Period (as defined below), if any) (the “Exclusivity Period”), Harp and RENO each hereby covenant and agree that it will not enter into any public offering, merger, combination, divestiture, financing, joint venture, sale and/or acquisition agreement in whatever form, except for agreements in the ordinary course of business, or enter into any other transaction that would preclude the consummation of the Reverse Merger consistent with the terms set forth in this Letter of Intent (an “Alternative Business Transaction”), nor will Harp enter into any discussions or negotiations with respect thereto with any person other than RENO unless agreed upon in writing in advance by RENO.

In the event that this Letter of Intent is terminated by RENO, then RENO shall promptly, but in no event later than three (3) business days after the date of such termination, pay or cause to be paid to Harp an amount equal to $850,000.00 (the “Termination Fee), by wire transfer of immediately available funds to an account designated by Harp. The payment of the Termination Fee shall be deemed to be liquidated damages for any and all damages of any kind, character or description suffered or incurred by Harp in connection with this Letter of Intent or the transactions contemplated by this Letter of Intent. The Termination Fee shall not constitute a penalty and shall constitute Harp’s sole and exclusive remedy for any and all damages related to or arising from transactions contemplated by this Letter of Intent. Under no circumstances shall RENO be required to pay the Termination Fee on more than one occasion.

During the Exclusivity Period, Harp and RENO will each incur legal and other costs and expenses in connection with the negotiation of the Transactions and certain due diligence activities relating thereto. Either RENO or Harp shall have the right, upon prior written notice to the other party hereto, to terminate its obligations hereunder at any time, without any liability to such party if the results of its due diligence inquiry (on Harp in the case of RENO, and on RENO in the case of Harp) are unsatisfactory to RENO or Harp, in their sole discretion, and in such event, neither party shall have any liability or obligation to the other party.

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Modification; Counterparts