Bimergen Energy Corp (“BESS”) is committed to conducting its businesses and operations with honesty and integrity in compliance with all applicable laws, rules, and regulations. This Code of Business Conduct and Ethics (the “Code”), adopted and administered by BESS’s Board of Directors (the “Board”), exemplifies BESS’s dedication to these business standards and values. The Code summarizes the primary ethical and legal principles that serve as the foundation on which BESS conducts its businesses and operations. The Code, as applied to BESS’s principal officers, shall be our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

Administration of the Code - The Board and BESS’s senior management (“Company Management”) are responsible for: (1) implementing and administering the Code, (2) assessing the overall compliance with the Code, (3) overseeing the compliance training program with respect to the Code, and (4) considering the appropriate response to significant compliance and legal matters related to the Code.

BESS Policies and Procedures - The Board has authorized Company Management to adopt, administer, and update various policies and procedures and internal controls for BESS in order to further advance the goals and intent of the Code (the “BESS Policies and Procedures”). The Code should be read in conjunction with BESS Policies and Procedures which are considered incorporated into and made part of the Code. Accordingly, a violation of any of the BESS Policies and Procedures is considered a violation of the Code. BESS and Company Management reserve the right to amend, restate, replace, supplement, discontinue, or otherwise modify the Code and any of the BESS Policies and Procedures without prior notice at any time.

Applicability of the Code - The obligations in the Code and the BESS Policies and Procedures apply to BESS, and all of its subsidiaries, affiliates, joint ventures, and other entities, that, in each case, are directly or indirectly controlled or managed by BESS (all of the foregoing collectively, the “Company”), and all directors, officers and employees of each of these above-described entities. Additionally, the Company expects members of its extended workforce (i.e., independent contractors and temporary employees) and others who may be temporarily assigned to perform work or services for the Company to follow the Code and the BESS Policies and Procedures in connection with their work for the Company. Failure of a member of the extended workforce to follow the Code and/or the BESS Policies and Procedures can result in termination of its relationship with the Company.

Understanding and Compliance - Copies of the Code and the BESS Policies and Procedures shall be made available to all directors, officers, and employees of the Company, and all directors, officers and employees are required to be familiar with, and to comply with, the terms of the Code and the BESS Policies and Procedures. On at least an annual basis, all directors, officers, and employees are expected to review the Code and the BESS Policies and Procedures and are required to acknowledge in writing that they have read, understand, and will comply with, the terms of the Code and each of the BESS Policies and Procedures. The Code and the matters set forth in the Code are neither a contract of employment nor a guarantee of continuing Company policy.

Non-Compliance Reporting - All directors, officers, and employees are required to report any known or suspected violation of the Code, any of the BESS Policies and Procedures, or any applicable law rule, or regulation. Procedures for making such a report are provided within the Code. The Code and the BESS Policies and Procedures are not intended to cover every possible ethical or legal situation. In general, sound and reasonable judgment should be applied when complying with the Code and the BESS Policies and Procedures. Because BESS is incorporated and headquartered in the U.S., some parts of the Code focus on the laws of the U.S. where a high degree of business regulation is maintained. However, this U.S. focus does not reduce the Company’s obligation and commitment to also comply with the applicable laws of other countries. Laws and standards vary in different countries and cultures, but our common goal and continuing commitment is to maintain equally high standards wherever the Company operates. The Company expects the full commitment of its employees to comply with the Code and the BESS Policies and Procedures in order to maintain the strong ethical culture that has been a cornerstone to the success of the Company. If you have any questions about these guidelines, please contact your supervisor or the Company’s Legal Department.

Commitment to Ethical Behavior - The Company is committed to conduct its businesses and operations in a highly ethical manner. The Company requires all directors, officers, and employees to follow a high ethical standard of conduct and to deal fairly with each other and with the Company’s customers, suppliers, service providers, competitors, and other third parties. Directors, officers, or employees are not permitted to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. The Company will not tolerate directors, officers, or employees who achieve results because of unethical behavior, or a violation of the Code, any of the BESS Policies and Procedures, or any applicable law, rule, or regulation. It is important to note that while ethical behavior is an individual responsibility, all directors, officers, and supervisors are accountable for the actions of any employees who report to them, and are responsible for: informing their employees about the Code and applicable BESS Policies and Procedures; ensuring that their employees participate in any applicable compliance training; maintaining a work environment where constructive and open discussion about ethics is encouraged without any fear of retaliation; and ensuring appropriate responses are taken in the event of any compliance and legal issues.

Supplier and Service Provider Relationships - The Company values and safeguards its relationships with suppliers and service providers. The Company strives to maintain its reputation as a dependable customer by being fair and reliable in its commercial dealings. The Company always treats all of its suppliers and service providers ethically and honestly and in a manner conforming to all applicable laws. The Company expects its suppliers and service providers to share the Company’s commitment to reliably provide high-quality products and services, to conduct themselves in an ethical and responsible manner that supports the Company’s standards under the Code, and to work collaboratively with the Company by providing all necessary information and reasonable support to enable the Company to comply with all applicable laws, rules, and regulations.

Employee Relationships - The Company is committed to cultivating a culture of trust, respect, diversity, collaboration, and inclusion among its employees. A key element to developing and fostering sound relationships among its employees is the recognition of the personal value and contribution of every employee that results from employees having different backgrounds, nationalities, cultures, religions, ages, race/ethnicity, gender, sexual orientation, gender identity, disabilities, and other diversity dimensions. Consistent with applicable laws of the jurisdiction in which the Company operates, job applicants and employees will be evaluated on the basis of their performance and qualifications without regard to race, creed, gender, religion, national origin, age, disability, veteran status, or sexual orientation. Harassment or discrimination on the basis of any of the foregoing is prohibited. Any use of racial epithets, ethnic or sexist slurs or any other pejorative language or behavior that is meant, by its nature or implication, to denigrate, insult or show contempt or hatred for an individual or group because of his/her/their or its diversity dimension, is unacceptable and will not be tolerated.

Safe and Healthy Workplace - The Company is committed to maintaining a safe and healthy work environment in all of the Company’s businesses and operations. Any injury to an employee is unacceptable and undermines the effective performance of the business and the trust of the communities in which the Company operates. The Company strives to prevent accidents by maintaining a safe and healthy work environment, by following safe practices and procedures, and using appropriate personal protective equipment.

Commitment to Environmental, Health and Safety Protection - The Company strives to conduct its businesses and operations in a manner that is compatible with the balanced environmental and economic needs of the communities in which the Company operates. As part of this effort, the Company is committed to complying with all applicable environmental, health and safety laws, rules, and regulations, and conducting its businesses and operations in a manner that is protective of public and employee health and safety, and the environment. The Company views the responsibility to protect the environment and the health, safety and security of its employees, their families, the communities in which the Company operates, and the public in general, as a core value of its businesses and operations. The Company will fulfill this responsibility, in part, through the implementation of the BESS Policies and Procedures, the committed engagement of management and employees, the thoughtful allocation of available capital resources, and the continuous efforts for operational improvement.

Protection of Company Property - The Company is responsible for the protection of the Company assets, including physical property, intangible assets, and all forms of business information and communications, including electronic mail, telephone, internet, and intranet, against loss, theft, and misuse. The Company assets are intended to be used for proper company purposes and may not be sold, loaned, given away or disposed of without proper authorization. All directors, officers and employees are prohibited from using Company assets or their respective position for personal gain (including gain of friends or family members). Employees aware of the loss or misuse of any the Company assets must promptly report it to their supervisor or Company Management.

Protection of Confidential Information - The Company is committed to protect confidential information of the Company as carefully as the Company protects its other assets, and to implement precautions to keep the information from being disclosed. All directors, officers, and employees are required to maintain the confidentiality of information entrusted to them by the Company except in the case that disclosure is authorized by Company Management or legally required. Confidential information includes all non-public information that, if disclosed, might be harmful to the Company or helpful to its competitors. The Company also protect confidential information provided to the Company on a confidential basis by others (such as customers, suppliers, and service providers), by following the confidentiality procedures set forth in agreements covering such information. All confidential information must be used by directors, officers, and employees solely for the benefit of the Company and may not be used for personal benefit or the benefit of any third parties, except as may be expressly approved by Company Management. The obligations of all directors, officers, and employees with respect to confidential information continue even after the employment and/or service of the director, officer or employee with the Company has ended.

Compliance with Data Privacy and Protection Laws - The Company is committed to complying with applicable data privacy and protection laws. The Company strives to follow good data privacy and protection practices and engages in the continuous effort to review and improve these practices. The Company respects the privacy and personal data of its employees, former employees, temporary employees, job applicants, contractors, service providers and customers will share personal data only for business reasons consistent with applicable data privacy and protection laws.

Avoidance of Conflicts of Interest - All directors, officers, and employees are expected to make all business decisions in the best interests of the Company, and to avoid any actual, potential, or apparent conflict of interest which can arise when any directors, officers, or employees take actions or have personal interests (including the interests of their immediate families) that may interfere with their objective and effective performance of work for the Company or otherwise conflict or compete with the interests of the Company. For example, all directors, officers, and employees are expected to avoid actual, potential, or apparent conflict of interest in dealings with customers, suppliers, service providers, competitors, or other third parties. Personal interests may include commercial, industrial, banking, consulting, legal, accounting, charitable, and financial relationships. Additionally, all directors, officers, employees, and third parties acting on behalf of the Company providing or receiving third party gifts and entertainment in their corporate capacities are expected to exercise good judgment in each case, taking into account pertinent circumstances, including the character of the gift or entertainment, its purpose, its appearance, the positions of the persons providing and receiving the gift or entertainment, the business context, reciprocity, and applicable laws and social norms.

Commitment to Anti-Corruption Practices - The Company prohibits all directors, officers, employees, and third parties acting on behalf of the Company, from offering or paying, directly or indirectly, any bribe to any employee, official, or agent of any government, commercial entity, or individual in connection with the business or activities of the Company, domestic or foreign. A bribe for purposes of the Code is any money, goods, services, or other thing of value offered or given with the intent to gain any improper advantage for the Company.

Compliance with Competition Laws - The Company is committed to comply, and all directors, officers, employees, and third parties acting on behalf of the Company, are required to comply, with the antitrust and competition laws of the U.S. and with those of any other country or group of countries which are applicable to the Company’s businesses and operations.

Political Activities - The Company refrains from making contributions to political candidates and political parties, except as permitted by applicable laws and only after prior written approval from Company Management. These requirements pertain only to political contributions to be made with corporate funds of the Company, and do not restrict personal decisions by employees of the Company to make lawful personal contributions on their own behalf. The Company encourages all directors, officers, and employees to keep informed on political matters and exercise their right to vote; provided that all directors, officers, and employees personally engaging in any political activities are expected to do so as private citizens and not as representatives of the Company. An employee’s exercise of their right to vote or their decisions to make or not make political contributions will not influence compensation, job security, or opportunities for advancement within the Company.

Accurate Record Keeping and Disclosures - The Company is committed to ensure that all transactions will be accurately reflected in its books and records. The Company has adopted controls to the accuracy of its financial records and reports in accordance with internal needs and requirements of applicable laws, rules, and regulations. All directors, officers, and employees are expected to be in full compliance with applicable BESS Policies and Procedures. Any falsification of books and records and the creation any entry made on the company’s books and records that intentionally hides or disguises the true nature of any transaction are strictly prohibited. No employee or director may interfere with or seek to improperly influence, directly or indirectly, the auditing of the Company’s financial records. Additionally, the Company is committed to make full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files under applicable laws (including with the U.S. Securities and Exchange Commission), and in other public communications. Dishonest or misleading reporting, both inside and outside the company will not be tolerated. All employees are responsible for reporting material information known to them to higher management so that the information will be available to Company Management responsible for making disclosure decisions. If an employee becomes aware of any improper transaction or accounting practice, he or she must immediately report the matter as described in the Non-Compliance Reporting Procedure section of the Code. The Company further recognizes that information (i.e., records) that directors, officers, and employees create or receive in the course of their business are valuable assets for the Company and must be properly managed in order for the Company to conduct its businesses and operations effectively and efficiently. The Company expects all directors, officers, and employees to ensure that records (in whatever format): (1) are protected from loss or misuse, (2) retained for a defined period of time in compliance with any applicable law and/or the BESS Policies and Procedures, and (3) can be readily accessed for business and legal purposes. Additionally, if any Company documents will be required in connection with litigation or government investigation, the Company will preserve all possibly relevant documents and immediately suspend ordinary disposal or modification of documents with respect to the subject matter of the litigation or investigation.

Waiver of Non-Compliance - No director, officer, or employee has the individual authority to grant a waiver or exception to, or to otherwise violate or require any other person to violate, the Code, any of the BESS Policies and Procedures, or any applicable law, rule, or regulation. In the unusual circumstances where it would be appropriate for a director or an officer to seek a waiver of non-compliance under the Code or any of the BESS Policies and Procedures, such waiver must be approved in writing by the Board, in consultation with the Company’s Executive Chairman, and promptly disclosed as may be required by applicable laws, rules and regulations. In the case of a waiver of non-compliance under the Code or any of the BESS Policies and Procedures for all other employees, such waiver must be approved in writing by Company Management, in consultation with the Company’s Executive Chairman, and any such waiver will be reported to the Board.

Open Communication and Reporting - The Company encourages all employees to ask questions, voice concerns, and make appropriate suggestions regarding the business practices of the Company. Employees are required to promptly report any known or suspected violation of the Code, any of the BESS Policies and Procedures, or any applicable law, rule, or regulation (individually, an “Potential Violation”). The Company will treat any report of a Potential Violation in a confidential manner and will ensure that no acts of retaliation will be taken against any individual for making a report in good faith. Below is the procedure for reporting a Potential Violation:

• Report of Potential Violation: Any employee who learns of, or suspects, a Potential Violation, must immediately report it to the Company. (a) When possible, an employee should first discuss a Potential Violation with the employee’s immediate supervisor. If an employee is dissatisfied following review with the employee’s immediate supervisor, the employee is encouraged to request further reviews in the presence of higher-level supervisors. If an employee prefers not to discuss the Potential Violation with his or her supervisor, the employee may report the Potential Violation to the Company’s Human Resources Department or Legal Department.

• The Company will promptly investigate any report of a Potential Violation, and based upon the results of the investigation, determine the appropriate next steps. Except as described below, any reports regarding a Potential Violation by Company Management are to be referred directly to the Company’s Executive Chairman. Except as described above, all reports of a Potential Violations will be investigated by the Company’s Executive Chairman with appropriate assistance of any third-party advisors such as external legal counsel. The Company’s Executive Chairman shall gather information and conduct interviews with respect to the Potential Violation to determine whether there is sufficient evidence to support a conclusion regarding the Potential Violation. When warranted in the exercise of his or her professional judgment, the Company’s Executive Chairman will provide the Board with a report regarding the Potential Violation, the investigation, and any conclusions regarding the Potential Violation. All directors, officers, and employees are expected to fully cooperate in any investigation of a Potential Violation. Directors, officers, and employees should be aware that the Company’s Executive Chairman is obligated to act in the best interests of the Company and does not act as a personal representative or lawyer for the employees.

• Discipline for Non-Compliance: Any director, officer or employee who is found to have committed a Potential Violation, will be subject to disciplinary action ranging from a reprimand to suspension and/or termination. If any such Potential Violation involves the violation of any applicable law, rule or regulation, the Company may refer such violation to appropriate law enforcement officials and such violation may be subject to prosecution and penalties. Additionally, any director, officer, supervisor, or employee who fails to report a Potential Violation, may also be subject to disciplinary action.

• Confidentiality: Any report or investigation of a Potential Violation will be managed in a confidential and sensitive manner and will be shared only as necessary to enable the Company to effectively conduct an investigation and take any follow up action (including, if necessary, disciplinary action), or where there is a legal requirement to share the details of a Potential Violation. To the extent an individual is involved in an investigation, such individual is expected to use appropriate discretion regarding anonymity and confidentiality, although the preservation of anonymity and confidentiality may or may not be practical, depending on the circumstances. Please note that the results of any investigation of a Potential Violation (including any corrective or disciplinary action) may or may not remain confidential depending upon the nature of the Potential Violation.

Non-Retaliation - The Company prohibits retaliation in any form against: (1) any individual who, in good faith, reports a Potential Violation or otherwise engages in any kind of whistleblowing, even if the allegation is mistaken, or (2) any individual who assists in the investigation of a Potential Violation. Additionally, any attempt by any director, officer, or employee at retaliation against any such individual will result in immediate disciplinary action against such director, officer, or employee. Employees should contact their supervisor, or contact the Company’s Executive Chairman, the Company’s Chief Executive Officer or the Chair of the Board directly, if they feel they are being subjected to any form of retaliation.