Form 8-K

8-K — GridAI Technologies Corp.

Accession: 0001104659-26-086250

Filed: 2026-07-23

Period: 2026-07-17

CIK: 0001604191

SIC: 4931 (ELECTRIC & OTHER SERVICES COMBINED)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2620841d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2620841d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2620841d1_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2620841d1_8k.htm · Sequence: 1

false

0001604191

2026-07-17

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

July 17, 2026

GridAI Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-37853

46-4993860

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

777 Yamato Road, Suite 502

Boca Raton, Florida

33431

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (561) 589-7020

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 of 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

ENTO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 July 17, 2026, GridAI Technologies Corp.

(the “Company”) made a loan (“Loan”) to Pronghorn Resources, LLC, a Delaware limited liability company (“Pronghorn”,

and, together with the Company, the “Parties”), pursuant to the terms of a Secured Convertible Promissory Note (“Note”),

in the principal sum of $2,000,000 (the “Principal Amount”). The Principal Amount, in addition to all interest due under the

Note, is payable on the earlier to occur of: (i) December 31, 2026; and (ii) the consummation of a Change of Control Transaction

(as defined below). The Note bears interest at an annual rate of seven percent (7%), such interest calculated on the basis of a 360-day

year, consisting of twelve 30 calendar day periods, and accrues daily, commencing on the Maturity Date until payment in full of the Note.

Pronghorn agreed to customary covenants and made customary representations and warranties under the Note. Pronghorn agreed to certain

negative covenants, including not to: (a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer

to exist any Indebtedness; (b) create, permit or suffer to exist any Lien on any of its or any subsidiaries’ properties and

assets other than Permitted Liens; or (c) enter into any agreement with respect to any of the foregoing.

Upon an Event of Default (as defined below), the

Company has the right, at its election, to convert the Payment Amount (as defined below) (or, from and after the date of the occurrence

of any Event of Default, the Default Amount) of the Note, in whole or in part (as the case may be, the “Conversion Amount”)

into such number of membership interests equal to ten percent (10%) of the fully diluted capitalization of Pronghorn as of the date of

conversion (“Conversion Interests” and such date of conversion, “Conversion Date”). If any Event of Default occurs

and is uncured for the applicable cure period, the Note becomes, at the Company’s election, immediately due and payable in cash

in the Default Amount (as defined below), and, alternatively, upon the Company’s election, convertible, in part or in full, into

Conversion Interests, pursuant to the terms of Section 4(a) of the Note.

The Note ranks pari passu with Pronghorn’s

existing Indebtedness. The Note is secured by all of Pronghorn’s assets, pursuant to the terms of that certain Security Agreement

entered into between the Parties on July 17, 2026 (“Security Agreement”). Under the Security Agreement, Pronghorn granted

a lien security interest in all of its assets to the Company.

“Change of Control Transaction” means

the occurrence after July 17, 2026 any of: (i) an acquisition after the date hereof by an individual or legal entity or “group”

(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial

ownership of membership interests of Pronghorn, by contract or otherwise) of in excess of 50% of the voting securities of Pronghorn, (ii) Pronghorn

merges into or consolidates with any other Person, or any Person merges into or consolidates with Pronghorn and, after giving effect to

such transaction, the equity holders of Pronghorn immediately prior to such transaction own less than 50% of the aggregate voting power

of Pronghorn or the successor entity of such transaction, (iii) Pronghorn sells or transfers all or substantially all of its assets

to another Person and the stockholders of Pronghorn immediately prior to such transaction own less than 50% of the aggregate voting power

of the acquiring entity immediately after the transaction, (iv) a replacement at one time or within a three year period of more than

one-half of the members of the Managers of Pronghorn which is not approved by a majority of those individuals who are Managers on the

Issue Date (or by those individuals who are serving as Managers on any date whose nomination to the Board of Directors was approved by

a majority of the Managers who are Managers on the date hereof), or (v) the execution by Pronghorn of an agreement to which Pronghorn

is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iv) of this paragraph.

“Default Amount” means the sum of:

(i) the outstanding balance of the Principal Amount of the Note plus (ii) all accrued and unpaid interest under the Note,

if any, plus (iii) all other amounts, costs, expenses, and liquidated damages due under or in respect of the Note, if any,

and (iv), minus (v) any dollar amount which has not been converted into Conversion Interests upon the Company’s election

pursuant to Section 4(a) of the Note.

“Event of Default” means, wherever

used in the Note, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary

or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any

administrative or governmental body): (i) any default in the payment of: (A) the principal amount of any Note, or (B) interest,

liquidated damages and other amounts owing to a holder of any Note, as and when the same shall become due and payable (whether on the

Maturity Date, by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above,

is not cured within five (5) calendar days; (ii) Pronghorn shall fail to observe or perform any other covenant or agreement

contained in the Notes (other than a breach by Pronghorn of its obligations to deliver membership interests to the Company upon conversion,

which breach is addressed in clause (x) below) or in any Transaction Document, which failure is not cured, if possible to cure, within

the earlier to occur of (A) twenty (20) Business Days after notice of such failure sent by the Company or by any other Company to

Pronghorn and (B) seven (7) calendar days after Pronghorn has become or should have become aware of such failure; or (ii) a

default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur

under any of the Transaction Documents.

Capitalized terms used herein but not otherwise

defined have the meanings set forth in the Note. The foregoing descriptions of the Note and Security Agreement do not purport to be complete

and is qualified in its entirety by reference to the full text of the Note and Security Agreement, a copy of which is attached hereto

as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Secured Convertible Promissory Note between the Company and Pronghorn Resources, LLC dated July 17, 2026.

10.2

Security Agreement between the Company and Pronghorn Resources, LLC dated July 17, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GridAI Technologies Corp.

July 23, 2026

By:

/s/ Jason D. Sawyer

Name:

Jason D. Sawyer

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2620841d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

NEITHER THIS SECURITY NOR THE SECURITIES INTO

WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS.

Issue Date: July 17, 2026

Principal Amount:

2,000,000

PRONGHORN RESOURCES, LLC

SECURED CONVERTIBLE NOTE

THIS SECURED CONVERTIBLE NOTE

(the “Note”) is duly authorized and validly issued by PRONGHORN RESOURCES, LLC, a Delaware limited liability

company (the “Company”).

In consideration for a loan

of $2,000,000 (the “Loan”) made by the GRIDAI TECHNOLOGIES CORP., a Delaware corporation (“GRID AI”),

the Company promises to pay to GRID AI or its registered assigns (“Holder”), or shall have paid pursuant to

the terms hereunder, the principal sum of $2,000.000 (the “Principal Amount”) on the earlier to occur of: (i) December 31,

2026; and (ii) the consummation of a Change of Control Transaction (as the case may be, the “Maturity Date”),

and to pay interest to the Holder in accordance with the provisions hereof. This Note is secured pursuant to the terms of the Security

Agreement dated as of the date hereof executed by the Company in favor of the Holder (the “Security Agreement”).

This Note is subject to the

following additional provisions:

Section 1. Definitions.

For the purposes hereof, in addition to the terms defined elsewhere in this Note, the following terms shall have the following meanings:

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

are open for use by customers on such day.

“Change

of Control Transaction” means the occurrence after the date hereof of any of: (a) an acquisition after the date hereof

by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)

of effective control (whether through legal or beneficial ownership of membership interests of the Company, by contract or otherwise)

of in excess of 50% of the voting securities of the Company, (b) the Company merges into or consolidates with any other Person, or

any Person merges into or consolidates with the Company and, after giving effect to such transaction, the equity holders of the Company

immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction,

(c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately

prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a

replacement at one time or within a three year period of more than one-half of the members of the Managers of the Company which is not

approved by a majority of those individuals who are Managers on the Issue Date (or by those individuals who are serving as Managers on

any date whose nomination to the Board of Directors was approved by a majority of the Managers who are Managers on the date hereof), or

(e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the

events set forth in clauses (a) through (d) above.

“Conversion”

means conversion of this Note pursuant to the provisions hereof.

“Conversion

Amount” means the entire Payment Amount.

“Conversion

Date” means the date of any Conversion in accordance with the terms of this Note.

“Conversion

Interests” means, with respect to any Conversion of this Note (in whole or in part), such number of membership interests equal

to ten percent (10%) of the fully diluted capitalization of the Company as of the Conversion Date.

“Default

Amount” means the sum of: (1) the outstanding balance of the Principal Amount of this Note plus (2) all accrued and

unpaid interest under this Note, if any, plus (3) all other amounts, costs, expenses, and liquidated damages due under or

in respect of this Note, if any, and (4), minus (5) any dollar amount which has not been converted into Conversion Shares

upon the Holder’s election pursuant to Section 4(a).

“Event of Default” shall have the meaning

set forth in Section 7(a).

“Indebtedness”

means any liabilities of the Company for borrowed money or amounts owed and all guaranties made by the Company of borrowed money or amounts

owed by others.

“New York Courts”

shall have the meaning set forth in Section 8(d).

“Issue

Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of the number

of instruments which may be issued to evidence such Notes.

“Liens”

means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction or adverse claim of

a third party.

“Payment

Amount” means the sum of: (1) the outstanding balance of the Principal Amount of this Note, plus (2) all accrued

and unpaid interest under this Note, plus (3) all other amounts, costs, expenses, and liquidated damages due under or in respect

of this Note, if any, on the date of determination of such Payment Amount.

“Permitted

Indebtedness” means: (i) the Indebtedness evidenced by the Notes and (ii) Indebtedness set forth on Schedule A

hereto that is not senior to the Notes.

“Permitted

Liens” means Permitted Liens (as such term is defined in the Security Agreement); and (ii) Liens that do not materially

and adversely (x) affect the value of such property or (y) interfere with the use made and proposed to be made of such property

by the Company and its subsidiaries. Any real property and facilities held under lease by the Company or a subsidiary is held by it under

valid, subsisting and enforceable leases with which the Company or such subsidiary (as applicable) are in compliance.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning

set forth in Section 4(b)(ii).

Section 2. Interest;

Payment and Prepayment.

(a)            Interest

Calculations. Interest shall accrue on the Payment Amount of this Note from and after the Maturity Date, and such interest shall be

due and payable in cash on the Maturity Date at an annual rate of seven percent (7%). Such interest shall be calculated on the basis of

a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Maturity Date until payment in

full of this Note.

(b)            Payment.

On the Maturity Date, the entire Payment Amount (or, if an Event of Default shall have previously occurred and not been cured, the entire

Default Amount if the Holder has not elected to convert this Note pursuant to Section 4(a), and the applicable Default Amount

if the Holder has elected to convert a partial amount of this Note pursuant to Section 4(a)) shall become due and payable.

Section 3. Registration of Transfers

and Exchanges.

(a)            Different

Denominations. This Note is exchangeable for an equal aggregate Principal Amount of Notes of different authorized denominations, as

requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

(b)            Reliance

on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may

treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment

as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be

affected by notice to the contrary.

Section 4. Conversion.

(a)            Conversion.

Upon an Event of Default set forth in Section 8(a)(i), the Holder shall have the right, at the Holder’s election, to

convert the Payment Amount (or, from and after the date of the occurrence of any Event of Default, the Default Amount) of this Note, in

whole or in part (as the case may be, the “Conversion Amount”), into Conversion Interests by following the mechanics

of conversion set forth in Section 4(b)(i).

(b)           Mechanics of Conversion.

(i)            At

any time after a Default Event which has not been cured, the Company may provide the Holder with written notice, which includes notice

via email, of the such event and the mandatory conversion of the Note into Conversion Interests by delivering to Holder: (A) notice

of the Conversion Date thereof, and (B) a request to return original Note instrument to the Company (or a certification to the effect

that such original Note has been lost, stolen or destroyed).

(ii)            Delivery

of Conversion Interests Upon Conversion. Not later than five (5) Business Days after the Conversion Date (the “Share

Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder the Conversion Interests.

(iii)           Obligation

Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Interests upon conversion

of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder

to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any

action to enforce the same, or any set off, counter claim, recoupment, limitation or termination, or any breach or alleged breach by the

Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person

(unless the Conversion would violate any law applicable to the Company), and irrespective of any other circumstance which might otherwise

limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Interests; provided, however,

that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. Nothing

herein shall prohibit the Holder from seeking to enforce damages pursuant to any other section hereof or under applicable law.

(iv)           Reservation

of Membership Interests Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized

and unissued membership interests for the sole purpose of issuance upon Conversion, free from preemptive rights or any other actual contingent

purchase rights of Persons other than the Holder (and the other holders of the Notes). The Company covenants that all membership interests

that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

(v)            Fractional

Membership Interests. No fractional membership interests or scrip representing fractional membership interests shall be issued upon

the conversion of this Note. As to any fraction of a membership interest which the Holder would otherwise be entitled to purchase upon

such conversion, the Company shall round up to the next whole membership interest.

(vi)            Transfer

Taxes and Expenses. The issuance of Conversion Interests on conversion of this Note shall be made without charge to the Holder hereof

for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Interests, provided

that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and

delivery of any such Conversion Interests upon conversion in a name other than that of the Holder of this Note so converted and the Company

shall not be required to issue or deliver such Conversion Interests unless or until the Person or Persons requesting the issuance thereof

shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been

paid.

Section 5. Representations

and Warranties.

(a)            Organization

and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under

the laws of the State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its

business as currently conducted. The Company is not in violation or default of any of the provisions of its certificate of formation or

limited liability company operating agreement, each, as amended and in effect. A complete and correct copy of the Company’s certificate

of formation or limited liability company operating agreement, each as amended and in effect on the date of this Agreement and as they

will be in effect on the date hereof, has been provided to the Holder. There are no other organizational or charter documents of the Company.

The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction

in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to

be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse

effect on the legality, validity or enforceability of this Note or the Security Agreement (collectively, the “Transaction Documents”);

(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of

the Company or any of its material assets or lines of business, individually; or (iii) a material adverse effect on the Company’s

ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or

(iii), a “Material Adverse Effect”) and no Proceeding (as defined below) has been instituted in any such jurisdiction

revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification; provided, however,

that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly,

arising out of or attributable to: (i) general economic or political conditions, (ii) conditions generally affecting the industry

in which the Company or any subsidiary operates, (iii) any changes in financial or securities markets in general, (iv) acts

of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, (v) any pandemic, epidemics

or human health crises (including COVID-19), (vi) any changes in applicable laws or accounting rules, (vii) the announcement,

pendency or completion of the transactions contemplated by the Transaction Documents, or (viii) any action required or permitted

by the Transaction Documents or any action taken (or omitted to be taken) with the written consent of or at the written request of the

Holder holding a majority in principal amount outstanding of this Note).

(b)            Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of

each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been

duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Managers or the

Company’s members in connection therewith other than in connection with the Required Approvals. Each Transaction Document to which

it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms

hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with

its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium

and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating

to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification

and contribution provisions may be limited by applicable law.

Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party, the issuance

and sale of the Note, the issuance of the Conversion Interests in accordance with the provisions of the Transaction Documents, and the

consummation by the Company of the other transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate

any provision of the Company’s certificate of incorporation, bylaws or other organizational or charter documents; (ii) conflict

with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation

of any Lien upon any of the properties or assets of the Company (other than the Liens granted under the Security Agreement), or give to

others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,

credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party

or by which any property or asset of the Company is bound or affected; or (iii) subject to the Required Approvals (as defined below),

conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court

or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any

property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have

or reasonably be expected to result in a Material Adverse Effect.

(d)            Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection

with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) such consents, waivers,

or authorizations as have been obtained before the Closing; and (ii) the filing of Form D with the Commission and such filings

as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(e)            Issuance

of Note. This Note is duly authorized and, when issued and/or paid for in accordance with the applicable Transaction Documents, will

be duly and validly issued, fully paid and nonassessable, free and clear of all Liens (as defined below) other than restrictions on transfer

provided for in the Transaction Documents. The Conversion Interests, when issued in accordance with the terms of this Note, will be validly

issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in this Note. The Company

has reserved from its duly authorized capital stock a number of shares of membership interests for issuance of the Conversion Interests

at least equal to the amount required to to fulfill the Holder’s obligations in full under this Note.

Section 6. Covenants.

(a)            As

long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, the Company

shall:

(i)             operate

its business only in the ordinary course consistent with past practice;

(ii)            maintain

its material properties and assets;

(iii)           keep

current and accurate books of records and accounts in which full and correct entries will be made of all of its business transactions;

and

(iv)            comply

in all material respects with the terms and conditions of its material contracts and with all material laws and regulations governing

the Company and its business.

(b)            The

Company agrees to use the proceeds from the Loan as set forth on the use of proceeds schedule attached hereto as Schedule B.

Section 7. Negative Covenants.

As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, the Company

shall not, and shall not permit any of its subsidiaries (if any) to, directly or indirectly:

(a)            other

than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness;

(b)            create,

permit or suffer to exist any Lien on any of its or any subsidiaries’ properties and assets other than Permitted Liens; or

into any agreement with respect to any of the foregoing.

Section 8. Events of Default.

(a)            “Event

of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event

shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,

rule or regulation of any administrative or governmental body):

(i)            any

default in the payment of: (A) the principal amount of any Note, or (B) interest, liquidated damages and other amounts owing

to a holder of any Note, as and when the same shall become due and payable (whether on the Maturity Date, by acceleration or otherwise)

which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within five (5) calendar

days;

(ii)            the

Company shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by the Company of

its obligations to deliver membership interests to the Holder upon conversion, which breach is addressed in clause (x) below) or

in any Transaction Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) twenty (20) Business

Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) seven (7) calendar days after

the Company has become or should have become aware of such failure; or

(iii)            a

default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur

under any of the Transaction Documents.

(b)            Remedies

Upon Event of Default. If any Event of Default occurs and is uncured for the applicable cure period, this Note shall become, at the

Holder’s election, immediately due and payable in cash in the Default Amount, and, alternatively, upon the Holder’s election,

convertible, in part or in full, pursuant to the terms of Section 4(a). Upon the payment or conversion in full of the Default

Amount in accordance with the terms of this Note, the Holder shall promptly surrender this Note to or as directed by the Company. In connection

with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest

or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights

and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by

Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as

the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent

Event of Default or impair any right consequent thereon.

Section 9. Miscellaneous.

(a)            Notices.

Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing and delivered personally,

by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth

on in the Security Agreement, or such other, email address, or address as the Company may specify for such purposes by notice to the Holder

delivered in accordance with this Section 8(a). Any and all notices or other communications or deliveries to be provided by the Company

hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight

courier service addressed to each Holder at the facsimile number, email address or address of the Holder appearing on the books of the

Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the principal place of

business of such Holder, as set forth in the Security Agreement. Any notice or other communication or deliveries hereunder shall be deemed

given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via facsimile

at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (Eastern

time) on any date, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile

at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a day that is

not a Business Day or later than 5:30 p.m. (Eastern time) on any Business Day, (iii) the second Business Day following the date

of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such

notice is required to be given.

(b)            Absolute

Obligation; Ranking. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company,

which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at

the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This

Note: (i) is a direct debt obligation of the Company; (ii) is secured under the Security Agreement, and (iii) ranks pari

passu with all other Notes now or hereafter issued.

or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange

and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,

a new Note for the Principal Amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,

theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

(d)            Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed

and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.

Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by

any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders,

employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of New York, New York (the “New

York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect

to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or

proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper

or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being

served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good

and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve

process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted

by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions

contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party

in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred

in the investigation, preparation and prosecution of such action or proceeding.

(e)            Waiver.

Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver

of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to

insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party

of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver

by the Company or the Holder must be in writing.

(f)            Severability.

If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision

is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall

be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate

of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company

covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim

or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying

all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter

in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby

expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or

impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such

law has been enacted.

(g)            Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in

addition to all other remedies available under this Note or the Security Agreement at law or in equity (including a decree of specific

performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential

damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be

no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with

respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall

not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company

acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for

any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder

shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach,

without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information

and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance

with the terms and conditions of this Note.

(h)            Next

Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall

be made on the next succeeding Business Day.

(i)            Headings.

The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect

any of the provisions hereof.

Section 10. Amendments;

Waivers. No provision of this Note may be waived, modified, supplemented, or amended except in a written instrument signed, in the

case of an amendment, by the Company and the Holder, or, in the case of a waiver, by the party against whom enforcement of any such waived

provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Note shall be deemed to

be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement

hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

Section 11. Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any Action or Proceeding that may be brought by any Holder in order to enforce any right or remedy under

any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed

and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not

exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,

in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest

that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental

action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to

the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any

circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Holder with respect to indebtedness evidenced

by the Transaction Documents, such excess shall be applied by such Holder to the unpaid principal amount of any such indebtedness or be

refunded to the Company, the manner of handling such excess to be at such Holder’s election.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused

this Note to be duly executed by a duly authorized officer as of the date first above indicated.

PRONGHORN RESOURCES, LLC

By:

Name:

Title:

Schedule A

Permitted Indebtedness

Schedule B

Use of Loan Proceeds

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2620841d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated

as of July 17, 2026 (this “Agreement”), is among Pronghorn Resources, LLC, a Delaware limited liability company

( “Debtor”), on the one hand, and GridAI Technologies Corp., a Delaware corporation and holder of the Company’s

secured convertible note in the original principal amount of up to $2,000,000.00 (the “Note”), its endorsees, transferees

and assigns (such holder, the “Secured Party”), on the other.

WITNESSETH:

WHEREAS, pursuant to

the Note dated July 16, 2026, the Secured Party has agreed to extend a loan to the Company evidenced by the Note; and

WHEREAS, in order to

induce the Secured Party to extend the loan evidenced by the Note, the Debtor has agreed to execute and deliver to the Secured Party this

Agreement and to grant the Secured Party a lien security interest in all of the assets of the Company to secure the prompt payment, performance

and discharge in full of all of the Company’s obligations (whether at the stated maturity, by acceleration or otherwise) under the

Note and the other Obligations (as defined below).

NOW, THEREFORE, in

consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto hereby agree as follows:

Section 1            Certain

Definitions.

As used in this Agreement,

the following terms shall have the meanings set forth in this section 1. Terms used but not otherwise defined in this Agreement that are

defined in Article 9 of the UCC (such as ‘account’, ‘chattel paper’, ‘commercial tort

claim’, ‘deposit account’, ‘document’, ‘equipment’, ‘fixtures’,

‘general intangibles’, ‘goods’, ‘instruments’, ‘inventory’,

‘investment property’, ‘letter-of-credit rights’, ‘proceeds’, ‘securities’,

and ‘supporting obligations’) shall have the respective meanings given such terms in Article 9 of the UCC.

(a)            Collateral”

means the collateral in which the Secured Party is granted a lien and security interest by this Agreement and which shall include only

the following property of the Debtor (as defined below):

(i)             All

assets of the Debtor, wherever located or deemed located, now owned or at any time hereafter acquired by the Debtor or in which the

Debtor now has or at any time in the future may acquire any right, title or interest including, without limitation, all machinery, equipment,

fixtures, goods, inventory, furnishings, computers, software, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special

and general tools, fixtures, test and quality control devices and other equipment of every kind and nature, together with all attachments,

components, parts, equipment and accessories installed thereon or affixed thereto, wherever situated, all Intellectual Property, together

with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts

therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with Debtor’s businesses

and all improvements thereto; and

(ii)            All

accounts of the Debtor; and

(iii)           All

chattel paper of the Debtor; and

(iv)           All

commercial tort claims of the Debtor; and

(v)            All,

general intangibles, including: (A) all rights of the Debtor to receive moneys due and to become due to it thereunder or in connection

therewith; (B) all rights of the Debtor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto;

(C) all claims of the Debtor for damages arising out of any breach of or default thereunder; and (D) all rights of the Debtor

to terminate, amend, supplement, modify or exercise rights or options thereunder; and

(vi)            All

documents, deposit accounts, goods, instruments, investment property (including all securities, security entitlements and commodity contracts),

and letter of credit rights,

(vii)          All

deposits and all money; and

(viii)         All

books and records pertaining to the Collateral;

(ix)            All

Intellectual Property of the Debtor, including, but not limited to those set forth on Schedule F hereto; and

(x)             All

Proceeds and products of any of the foregoing, and all substitutions or replacements of any Collateral.

Notwithstanding the foregoing,

nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation

of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable

law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however,

that to the extent permitted by applicable law, this Agreement shall create a valid lien security interest in such asset and, to the extent

permitted by applicable law, this Agreement shall create a valid lien security interest in the proceeds of such asset (subject, in each

case, to Permitted Liens).

(b)            Collateral

Sharing Agreement” means that certain Consent, Waiver and Collateral Sharing Agreement among Mercuria Energy America, LLC, a

Delaware limited liability company, Debtor and Secured Party of even date herewith.

Property” means the collective reference to all rights, priorities and privileges relating to the intellectual property of the

Debtor, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation: (i) all copyrights

arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered

and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,

without limitation, all registrations, recordings and applications in the United States Copyright Office; (ii) all letters patent

of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications

for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof (“Patent

Rights”); (iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names,

trade dress, service marks, logos, domain names, business listings and other source or business identifiers, and all goodwill associated

therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection

therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State

thereof or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto (“Trademark

Rights”); (iv) all trade secrets arising under the laws of the United States, any other country or any political subdivision

thereof; (v) all rights to obtain any reissues, renewals or extensions of the foregoing; (vi) all licenses for any of the foregoing;

and (vii) all causes of action for infringement of the foregoing.

(d)            Obligations”

means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) of the Debtor due or to

become due, or that are now or may be hereafter contracted or acquired, or owing to, the Secured Party, including, without limitation,

all obligations under this Agreement, the Note, and any other instruments, agreements or other documents executed and/or delivered in

connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute

or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or

extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the

extent all or any part of such payment is avoided or recovered directly or indirectly from the Secured Party as a preference, fraudulent

transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting

the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and

interest on and all expenses related to, the Note and the loan extended pursuant thereto; (ii) any and all other fees, indemnities,

costs, obligations and liabilities of the Debtor from time to time under or in connection with this Agreement, the Note, and any other

instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including

but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to

pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving

the Debtor.

(e)            Permitted

Liens” shall mean, with respect to any Person: (i) pledges or deposits by such Person under workmen’s compensation

laws, unemployment insurance laws, or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than

for the payment of Indebtedness), or leases to which such Person is a party, or deposits to secure public or statutory obligations of

such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits

as security for the payment of rent or deposits made to secure obligations arising from contractual or warranty refunds, in each case, Incurred

in the ordinary course of business; (ii) liens imposed by law, such as carriers’, warehousemen’s, materialmen’s,

repairmen’s, and mechanics’ liens, in each case, incurred in the ordinary course of business and for sums not yet overdue

for a period of more than thirty (30) days or, if more than thirty (30) days overdue, are unfiled and no other action has been taken to

enforce such lien or that are being contested in good faith by appropriate proceedings or other liens arising out of judgments or awards

against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate

reserves with respect thereto are maintained on the books of such Person in accordance with generally accepted accounting principles (“GAAP”);

(iii) liens for taxes, assessments, or other governmental charges, not yet overdue for a period of more than thirty (30) days or

which are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books

of such Person in accordance with GAAP; (iv) liens in favor of issuers of performance, surety, bid, indemnity, warranty, release,

appeal, or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and

completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course

of its business; (v) minor survey exceptions, minor encumbrances, ground leases, easements, or reservations of, or rights of others

for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and

oil pipelines, and other similar purposes, or zoning, building codes, or other restrictions (including, without limitation, minor defects

or irregularities in title and similar encumbrances) as to the use of real properties or liens incidental, to the conduct of the business

of such Person or to the ownership of its properties in each case which were not incurred in connection with the Note and which do not

materially interfere with the business of the Debtor; (vi) leases, subleases, licenses, or sublicenses (including of Intellectual

Property) granted to others in the ordinary course of business and which do not materially interfere with the business of the Debtor;

(vii) deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements

in the ordinary course of business; (viii) restrictive covenants affecting the use to which real property may be put; provided that

the covenants are complied with in all material respects; (ix) security given to a public utility or any municipality or governmental

authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(x) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements,

and contract zoning agreements; (xi) liens arising out of conditional sale, title retention, consignment, or similar arrangements

for sale of goods entered into by the in the ordinary course of business; (xii) liens arising under this Agreement or documents or

instruments related to the Note; (xiii) Liens to secure Permitted Indebtedness (as defined in the Note); (xiv) with respect

to any mortgaged property, the matters listed as exceptions to title on Schedule B of a standard title policy covering such mortgaged

property and the matters disclosed in any survey delivered to the lender with respect to such mortgaged property to the extent such matters

are reasonably acceptable to the lender; and (xv) liens under the PPA. For purposes of this definition, the term “indebtedness”

shall be deemed to include interest on, and fees, expenses and other obligations payable with respect to, such indebtedness.

(f)            “PPA”

means that certain Prepayment Agreement among Pronghorn Operating, LLC, a Delaware limited liability company, Debtor, Pronghorn E&P,

LLC, a Delaware limited liability company, Pronghorn Midstream, LLC, a Delaware limited liability company, Pronghorn Plugging, LLC, a

Delaware limited liability company, Pronghorn Power, LLC, a Delaware limited liability company, and Mercuria Energy America, LLC, a Delaware

limited liability company, dated as of June 9, 2026.

(g)            Proceeds”

shall mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any event, shall include

with respect to the Debtor, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property

that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any

insurer or other person or entity (“Person”) as a result of the destruction, loss, theft, damage or other involuntary

conversion of whatever nature of any asset or property that constitutes Collateral, and shall include: (i) all cash and negotiable

instruments received by or held (by the Debtor or any other Person) on behalf of the Secured Party; (ii) any claim of the Debtor

against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or

in connection with) (A) past, present or future infringement or other violation of any patent now or hereafter owned by the Debtor;

(B) past, present or future infringement or dilution or other violation of any trademark now or hereafter owned by the Debtor or

injury to the goodwill of the business connected with the use thereof or symbolized thereby, (C) past, present or future infringement

or other violation of any copyright now or hereafter owned by the Debtor, (D) past, present or future infringement, misappropriation

or misuse or other violation or impairment of any other Intellectual Property now or hereafter owned by the Debtor; and (iii) any

and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

(h)            “UCC”

means the Uniform Commercial Code of the State of Delaware, or any other applicable law of any state or states which has jurisdiction

with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that defined

terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed in its broadest

sense. Accordingly, if there are from time to time, changes to defined terms in the UCC that broaden the definitions, they are incorporated

herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones shall be controlling.

Section 2            Grant

of Security Interest in Collateral.

(a)            As

an inducement for the Secured Party to extend the loan as evidenced by the Note and to secure the complete and timely payment, performance

and discharge in full of all of the Obligations as set forth in the Note, as the case may be, of all of the other Obligations, Debtor

hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party (subject in each case to Permitted Liens)

a priority security interest in and to, and lien upon and a right of set-off against all of their respective right, title and interest

of whatsoever kind and nature in and to, the Collateral as defined above (“Security Interest” and, collectively, the

“Collateral”).

(b)            Debtor

hereby agrees to provide to the Secured Party or the Collateral Agent (defined as the party appointed by the Secured Party) promptly upon

request, any information reasonably necessary to effectuate the filings or recordings authorized by this Agreement.

Secured Party or the Collateral Agent are further authorized to file with the United States Patent and Trademark Office, the United States

Copyright Office or any similar office in any state of the United States (or any successor office), with the signature of each applicable

Debtor, such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting

the Security Interest granted hereunder to the Patent Rights and Trademark Rights, all right, title and interest to which have been assigned

or will be assigned to the Debtor, by Debtor and naming the Debtor or the Debtor as debtors and the Secured Party, as the case may be,

as secured party.

(d)            The

Security Interest is granted as security only and shall not subject the Secured Party to, or in any way alter or modify, any obligation

or liability of the Debtor with respect to or arising out of the Collateral.

Section 3        Delivery

of Certain Collateral.

Contemporaneously or prior

to the execution of this Agreement, Debtor shall deliver or cause to be delivered to the Collateral Agent any and all documents, instruments,

certificates and all other physical evidence representing any of the other Collateral, in each case, together with all necessary endorsements.

Section 4        Representations,

Warranties, Covenants and Agreements of the Debtor.

The Debtor represents and warrants to, and covenants

and agrees with, the Secured Party as follows:

(a)            Debtor

has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise

to carry out its obligations hereunder. The execution, delivery and performance by Debtor of this Agreement and the filings contemplated

therein have been duly authorized by all necessary action on the part of Debtor and no further action is required by Debtor. This Agreement

has been duly executed by Debtor. This Agreement constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor

in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar

laws of general application relating to or affecting the rights and remedies of creditors and by general principles of equity.

(b)            Except

for the Security Interest granted to the Secured Party pursuant to this Agreement, and Permitted Liens, Debtor owns, or has valid leaseholds

in or the right to use, each item of the Collateral free and clear of any and all liens or other encumbrances. No security agreement,

financing statement or other public notice with respect to all or any part of the Collateral that evidences a lien securing any indebtedness

is on file or of record in any public office, except such as: (i) have been filed in favor of and for the benefit of the Secured

Party pursuant to this Agreement; (ii) relate to obligations no longer outstanding or are in respect of commitments to lend which

have been terminated. No written claim has been received that any Collateral or the Debtor's use of any Collateral violates the rights

of any third party. There has been no adverse decision to the Debtor's claim of ownership rights in or exclusive rights to use the Collateral

in any jurisdiction or to the Debtor's right to keep and maintain such Collateral in full force and effect, and there is no proceeding

involving said rights pending or, to the best knowledge of the Debtor, threatened before any court, judicial body, administrative or regulatory

agency, arbitrator or other governmental authority.

shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral

at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral

unless it delivers to the Secured Party at least thirty (30) days prior to such relocation: (i) written notice of such relocation

and the new location thereof (which must be within the United States); and (ii) evidence that appropriate financing statements under

the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Collateral to create

in favor of the Secured Party a valid, perfected and continuing perfected lien in the Collateral.

(d)            This

Agreement is effective to create in favor of the Secured Party a valid and perfected lien and security interest in the Collateral, subject

only to Permitted Liens, securing the payment and performance of the Obligations. Upon making the filings described in the immediately

following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code

financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred

to in the immediately following paragraph, the recordation of the Intellectual Property Security Agreement with respect to copyrights

and copyright applications in the United States Copyright Office, the execution and delivery of deposit account control agreements satisfying

the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the Debtor, and the delivery of the

certificates and other instruments provided in section 3, no action is necessary to create, perfect or protect the security interests

created hereunder.

(e)            Debtor

hereby authorizes the Collateral Agent to file one or more financing statements under the UCC, with respect to the Collateral, with the

proper filing and recording agencies in any jurisdiction deemed proper by it. Debtor agrees that at any time and from time to time, at

the expense of the Debtor, it will execute any and all further documents, financing statements, agreements and instruments, and take all

such further actions (including the filing and recording of financing statements and other documents), which may be required under any

applicable law, or which the Collateral Agent may reasonably request, in order: (i) to grant, preserve, protect and perfect the validity

and priority of the Security Interest created or intended to be created hereby; or (ii) to enable the Collateral Agent to exercise

and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements

under the UCC in effect in any jurisdiction with respect to the Security Interest created hereby, all at the expense of such Debtor.

(f)            The

execution, delivery and performance of this Agreement by the Debtor does not: (i) violate any of the provisions of any articles or

certificate of incorporation or bylaws or other organizational documents (“Organizational Documents”) of the Debtor

or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable

to the Debtor; or (ii) provided the Collateral Sharing Agreement has not terminated in accordance with its terms, conflict with,

or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights

of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility,

debt or other instrument (evidencing Debtor's debt or otherwise) or other understanding to which the Debtor is a party or by which any

property or asset of the Debtor is bound or affected. If any, all required consents (including, without limitation, from members or creditors

of the Debtor) necessary for the Debtor to enter into and perform its obligations hereunder have been obtained.

(g)            Debtor

shall at all times maintain the liens and Collateral provided for hereunder as valid and perfected liens and security interests in the

Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated pursuant to section

14 hereof. Debtor hereby agrees to defend the same against the claims of any and all Persons and entities. Debtor shall safeguard and

protect all Collateral and hold it in trust for the account of the Secured Party. At the request of the Collateral Agent, Debtor will

sign and deliver to the Collateral Agent on behalf of the Secured Party at any time or from time to time one or more financing statements

pursuant to the UCC in form reasonably satisfactory to the Collateral Agent and will pay the cost of filing the same in all public offices

wherever filing is, or is deemed by the Collateral Agent to be, necessary or desirable to effect the rights and obligations provided for

herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the

Collateral and the Collateral hereunder, and Debtor shall obtain and furnish to the Collateral Agent from time to time, upon demand, such

releases and/or subordinations of claims and liens which may be required to maintain the priority of the Collateral hereunder.

(h)            Debtor

will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive

licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business)

without the prior written consent of the Holder.

(i)             Debtor

shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order , ordinary wear and

tear excepted, and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance

coverage or outside the reach of the Collateral Agent.

(j)             Debtor

shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter

acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having

similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities

and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost

thereof. Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify

to the Collateral Agent, that: (i) the Collateral Agent or the Secured Party will be named as lender loss payee and additional insured

under each such insurance policy; (ii) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever,

such insurer will promptly notify the Collateral Agent and such cancellation or change shall not be effective as to the Collateral Agent

for at least thirty (30) days after receipt by the Collateral Agent of such notice, unless the effect of such change is to extend or increase

coverage under the policy; and (iii) the Collateral Agent will have the right (but no obligation) at its election to remedy any default

in the payment of premiums within thirty (30) days of notice from the insurer of such default at the expense of the Debtor. If no Event

of Default (as defined in the Note) exists and if the proceeds arising out of any claim or series of related claims do not exceed $100,000,

loss payments in each instance will be applied by the Debtor to the repair and/or replacement of property with respect to which the loss

was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied,

shall be payable to the Debtor; provided, however, that payments received by the Debtor after an Event of Default occurs and is continuing

or in excess of $100,000 for any occurrence or series of related occurrences shall be paid to the Collateral Agent on behalf of the Secured

Party and, if received by Debtor, shall be held in trust for the Secured Party and immediately paid over to the Collateral Agent unless

otherwise directed in writing by the Collateral Agent. Copies of such policies or the related certificates, in each case, naming the Collateral

Agent as lender loss payee and additional insured shall be delivered to the Collateral Agent upon the execution of this Agreement and

at least annually and at the time any new policy of insurance is issued.

(k)            Debtor

shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material

adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral

or on the Secured Party’s security interest, through the Collateral Agent, therein.

(l)             Debtor

shall permit the Collateral Agent and its representatives and agents to inspect the Collateral during normal business hours and upon reasonable

prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Collateral Agent from time

to time.

(m)           Debtor

shall, sua sponte, take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights,

claims, causes of action and accounts receivable in respect of the Collateral without the need for a request therefore from the Collateral

Agent.

(n)            Debtor

shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal

process levied against any Collateral and of any other information received by Debtor that may materially affect the value of the Collateral,

the Security Interest or the rights and remedies of the Secured Party hereunder and shall promptly take all necessary or appropriate action

to remediate, mitigate or eliminate such adverse action at its own expense.

(o)            All

information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of Debtor with respect to the Collateral is

accurate and complete in all material respects as of the date furnished.

(p)            Debtor

shall at all times preserve and keep in full force and effect its respective valid existence and good standing and any rights and franchises

material to its business.

(q)            At

any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit

possession by the Secured Party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to

the Collateral Agent upon demand.

(r)            Debtor,

in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Collateral Agent regarding the Collateral

consistent with the terms of this Agreement without the further consent of the Debtor as contemplated by Section 8-106 (or any successor

Section) of the UCC. Further, Debtor agrees that it shall not enter into a similar agreement (or one that would confer “control”

within the meaning of Article 8 of the UCC) with any other Person or entity.

(s)            Debtor

shall cause all tangible chattel paper constituting Collateral to be delivered to the Collateral Agent, or, if such delivery is not possible,

then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement.

To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the underlying chattel paper

to be ‘marked’ within the meaning of Section 9-105 of the UCC (or successor Section thereto).

(t)            Debtor

shall immediately provide written notice to the Secured Party of any and all accounts which arise out of contracts with any governmental

authority and, to the extent necessary to perfect or continue the perfected status of the Collateral in such accounts and proceeds thereof,

shall execute and deliver to the Collateral Agent an assignment of claims for such accounts and cooperate with the Collateral Agent in

taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar federal, state or local statute

or rule to perfect or continue the perfected status of the Collateral in such accounts and proceeds thereof.

(u)            Debtor

will from time to time, at the joint and several expense of the Debtor, promptly execute and deliver all such further instruments and

documents, and take all such further action as may be necessary or desirable, or as the Collateral Agent may reasonably request, in order

to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and

enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Section 5        Effect

of Pledge on Certain Rights.

If any of the Collateral subject

to this Agreement consists of nonvoting equity or ownership interests (regardless of class, designation, preference or rights) that may

be converted into voting equity or ownership interests upon the occurrence of certain events (including, without limitation, upon the

transfer of all or any of the other stock or assets of the issuer), it is agreed that the pledge of such equity or ownership interests

pursuant to this Agreement or the enforcement of any of Collateral Agent’s rights hereunder shall not be deemed to be the type of

event which would trigger such conversion rights notwithstanding any provisions in the Organizational Documents or agreements to which

the Debtor is subject or to which the Debtor is party.

Section 6        Defaults.

The following events shall be “Events

of Default”:

(a)            The

occurrence of an Event of Default (as defined in the Note) under the Note;

(b)            Any

representation or warranty of the Debtor in this Agreement shall prove to have been incorrect in any material respect when made;

failure by the Debtor to observe or perform any of its obligations hereunder for ten (10) days after receipt by Debtor of notice

of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and

Debtor is using best efforts to cure same in a timely fashion, provided that if no cure is provided to the satisfaction of the Secured

Party within twenty (20) days after such notice, then the failure shall be deemed an Event of Default; or

(d)            If

any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof

shall be contested by the Debtor, or a proceeding shall be commenced by the Debtor, or by any governmental authority having jurisdiction

over the Debtor, seeking to establish the invalidity or unenforceability thereof, or the Debtor shall deny that the Debtor has any liability

or obligation purported to be created under this Agreement.

Section 7        Duty

to Hold in Trust.

(a)            Upon

the occurrence of any Event of Default and at any time thereafter, Debtor shall, upon receipt of any revenue, income, dividend, interest

or other sums subject to the Collateral, whether payable pursuant to the Note or otherwise, or of any check, draft, note, trade acceptance

or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse

and transfer any such sums or instruments, or both, to the Secured Party, pro-rata in proportion to the then-currently outstanding principal

amount of the Note for application to the satisfaction of the Obligations.

(b)            If

the Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares of

pledged securities or instruments representing pledged securities acquired after the date hereof, or any options, warrants, rights or

other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification

or increase or reduction of capital, or issued in connection with any reorganization of Debtor or any of its direct or indirect subsidiaries)

in respect of the pledged securities (whether as an addition to, in substitution of, or in exchange for, such pledged securities or otherwise),

Debtor agrees to: (i) accept the same as the Collateral Agent of the Secured Party; and (ii) hold the same in trust on behalf

of and for the benefit of the Secured Party; and (iii) to deliver any and all certificates or instruments evidencing the same to

Collateral Agent on or before the close of business on the fifth business day following the receipt thereof by Debtor, in the exact form

received together with the necessary endorsements, to be held by Collateral Agent subject to the terms of this Agreement as Collateral.

Section 8        Rights

and Remedies Upon Default.

(a)            Upon

the occurrence of any Event of Default and at any time thereafter, the Secured Party, acting through the Collateral Agent, shall have

the right to exercise all of the remedies conferred hereunder and under the Note, and the Secured Party shall have all the rights and

remedies of a secured party under the UCC. Without limitation, the Collateral Agent, for the benefit of the Secured Party, shall have

the following rights and powers:

(i) The Collateral Agent shall have the right to take possession of the Collateral and, for that purpose,

enter, with the aid and assistance of any Person, any premises where the Collateral, or any part thereof, is or may be placed and remove

the same, and Debtor shall assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent

shall reasonably select, whether at Debtor's premises or elsewhere, and make available to the Collateral Agent, without rent, all of Debtor’s

respective premises and facilities for the purpose of the Collateral Agent taking possession of, removing or putting the Collateral in

saleable or disposable form.

(ii) Upon notice to the Debtor by Collateral Agent, all rights of Debtor to exercise the voting and other consensual

rights which it would otherwise be entitled to exercise and all rights of Debtor to receive the dividends and interest which it would

otherwise be authorized to receive and retain, shall cease. Upon such notice, Collateral Agent shall have the right to receive, for the

benefit of the Secured Party, any interest, cash dividends or other payments on the Collateral and, at the option of Collateral Agent,

to exercise in such Collateral Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing,

Collateral Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole

and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral

in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral

or the Debtor or any of its direct or indirect subsidiaries.

(iii) The Collateral Agent shall have the right to operate the business of Debtor using the Collateral and shall

have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale

or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel

or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Collateral Agent may deem

commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand

upon or notice to the Debtor or right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment

or other transfer of Collateral, the Collateral Agent, for the benefit of the Secured Party, may, unless prohibited by applicable law

which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of

redemption and equities of the Debtor, which are hereby waived and released.

(iv) The Collateral Agent shall have the right (but not the obligation) to notify any account debtors and any

obligors under instruments or accounts to make payments directly to the Collateral Agent, on behalf of the Secured Party, and to enforce

the Debtor’s rights against such account debtors and obligors. Anything herein to the contrary notwithstanding, Debtor shall remain

liable under each of the accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder,

all in accordance with the terms of any agreement giving rise thereto. Unless the Collateral Agent has expressly in writing assumed the

obligations and liabilities with respect thereto, and released the Debtor therefrom, neither the Collateral Agent nor the Secured Party

shall have any obligation or liability under any account (or any agreement giving rise thereto) by reason of or arising out of this Agreement

or the receipt by the Collateral Agent or the Secured Party of any payment relating thereto, nor shall the Collateral Agent or the Secured

Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any account (or any agreement giving

rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the

sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or

to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

The Collateral

Agent, for the benefit of the Secured Party, may (but is not obligated to) direct any financial intermediary or any other Person or entity

holding any investment property to transfer the same to the Collateral Agent, on behalf of the Secured Party, or its designee and all

Proceeds received by the Debtor consisting of cash, checks and other near cash items shall be held by such Debtor in trust for the Collateral

Agent and the Secured Party, segregated from other funds of such Debtor, and shall, forthwith upon receipt by such Debtor, be turned over

to the Collateral Agent in the exact form received by such Debtor (duly endorsed by such Debtor to the Collateral Agent, if required).

All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under

its dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral

Agent in a Collateral Account (or by such Debtor in trust for the Collateral Agent and the Secured Party) shall continue to be held as

collateral security for all the Obligations and shall not constitute payment thereof until applied.

(v) The Collateral Agent may (but is not obligated to) transfer any or all Intellectual Property registered

in the name of the Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party

or any designee or any purchaser of any Collateral.

(b)            The

Collateral Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered

adversely to affect the commercial reasonableness of any sale of the Collateral. The Collateral Agent may sell the Collateral without

giving any warranties and may specifically disclaim such warranties. If the Collateral Agent sells any of the Collateral on credit, the

Debtor will only be credited with payments actually made by the purchaser. In addition, Debtor waives any and all rights that it may have

to a judicial hearing in advance of the enforcement of any of the Collateral Agent’s rights and remedies hereunder, including, without

limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies

with respect thereto.

the purpose of enabling the Collateral Agent to further exercise rights and remedies under this section 8 or elsewhere provided by agreement

or applicable law, Debtor hereby grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Party, an irrevocable,

nonexclusive license (exercisable without payment of royalty or other compensation to Debtor) to use, license or sublicense following

an Event of Default, any Intellectual Property now owned or hereafter acquired by Debtor, and wherever the same may be located, and including

in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs

used for the compilation or printout thereof.

Section 9        Application

of Proceeds.

The proceeds of any such

sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion

of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and

the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable

attorneys’ fees and expenses incurred by the Collateral Agent in enforcing the Secured Party’s rights hereunder and in connection

with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations pro rata among the Secured

Party (based on then-outstanding principal amount of the Note at the time of any such determination), and to the payment of any other

amounts required by applicable law, after which the Secured Party shall pay to the applicable Debtor any surplus proceeds. If, upon the

sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party

are legally entitled, the Debtor will be personally liable, jointly and severally, for the deficiency, together with interest thereon,

at the rate of 15% per annum or the lesser amount permitted by applicable law (“Default Rate”), and the reasonable

fees and expenses of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law,

Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of

the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party as determined by a final judgment

(not subject to further appeal) of a court of competent jurisdiction.

Section 10      Securities

Law Provision.

Debtor recognizes that Collateral

Agent may be limited in its ability to effect a sale to the public of all or part of the Pledged Securities by reason of certain prohibitions

in the Securities Act of 1933, as amended, or other federal or state securities laws (collectively, the “Securities Laws”),

and may be compelled to resort to one or more sales to a restricted group of purchasers who may be required to agree to acquire the pledged

securities set forth in Schedule A (“Pledged Securities”) for their own account, for investment and not with a view

to the distribution or resale thereof. Debtor agrees that sales so made may be at prices and on terms less favorable than if the Pledged

Securities were sold to the public, and that Collateral Agent has no obligation to delay the sale of any Pledged Securities for the period

of time necessary to register the Pledged Securities for sale to the public under the Securities Laws. Debtor shall cooperate with Collateral

Agent in its attempt to satisfy any requirements under the Securities Laws (including, without limitation, registration thereunder if

requested by Collateral Agent) applicable to the sale of the Pledged Securities by Collateral Agent.

Section 11      Costs

and Expenses.

Debtor agrees to pay all

reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation,

any financing statements pursuant to the UCC, continuation statements, partial releases and/or termination statements related thereto

or any expenses of any searches reasonably required by the Collateral Agent. The Debtor shall also pay all other claims and charges which

in the reasonable opinion of the Collateral Agent is reasonably likely to prejudice, imperil or otherwise affect the Collateral or the

Collateral therein. The Debtor will also, upon demand, pay to the Collateral Agent the amount of any and all reasonable expenses, including

the reasonable fees and expenses of its counsel and of any experts and Collateral Agents, which the Collateral Agent, for the benefit

of the Secured Party, may incur in connection with the creation, perfection, protection, satisfaction, foreclosure, collection or enforcement

of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement and pay to the Collateral

Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and

Collateral Agents, which the Collateral Agent, for the benefit of the Secured Party, and the Secured Party may incur in connection with:

(i) the enforcement of this Agreement; (ii) the custody or preservation of, or the sale of, collection from, or other realization

upon, any of the Collateral; or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Note. Until

so paid, any fees payable hereunder shall be added to the principal amount of the Note and shall bear interest at the Default Rate.

Section 12      Responsibility

for Collateral.

The Debtor assumes all liabilities

and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss,

destruction, damage or theft of any of the Collateral or its unavailability for any reason. Without limiting the generality of the foregoing,

(a) neither the Collateral Agent nor the Secured Party (i) has any duty (either before or after an Event of Default) to collect

any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up

or otherwise prepare the Collateral for sale, and (b) Debtor shall remain obligated and liable under each contract or agreement included

in the Collateral to be observed or performed by Debtor thereunder. Neither the Collateral Agent nor the Secured Party shall have any

obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Collateral

Agent or the Secured Party of any payment relating to any of the Collateral, nor shall the Collateral Agent or the Secured Party be obligated

in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as

to the nature or sufficiency of any payment received by the Collateral Agent or the Secured Party in respect of the Collateral or as to

the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action

to enforce any performance or to collect the payment of any amounts which may have been assigned to the Collateral Agent or to which the

Collateral Agent or the Secured Party may be entitled at any time or times.

Section 13      Collateral

Absolute.

All rights of the Secured

Party and all obligations of the Debtor hereunder, shall be absolute and unconditional, irrespective of: (i) any lack of validity

or enforceability of this Agreement, the Note or any agreement entered into in connection with the foregoing, or any portion hereof or

thereof; (ii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations,

or any other amendment or waiver of or any consent to any departure from the Note or any other agreement entered into in connection with

the foregoing; (iii) any exchange, release or non-perfection of any of the Collateral, or any release or amendment or waiver of or

consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (iv) any

action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising

in connection with the Collateral; or (v) any other circumstance which might otherwise constitute any legal or equitable defense

available to a Debtor, or a discharge of all or any part of the Collateral granted hereby. Until the Obligations shall have been paid

and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without

limitation, the running of the statute of limitations or bankruptcy. Debtor expressly waives presentment, protest, notice of protest,

demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received

by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference

or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party

other than the Secured Party, then, in any such event, Debtor’s obligations hereunder shall survive cancellation of this Agreement,

and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid

and binding obligation enforceable in accordance with the terms and provisions hereof. Debtor waives all right to require the Secured

Party to proceed against any other person or entity or to apply any Collateral which the Secured Party may hold at any time, or to marshal

assets, or to pursue any other remedy. Debtor waives any defense arising by reason of the application of the statute of limitations to

any obligation secured hereby.

Section 14      Term

of Agreement.

This Agreement and the Collateral

shall terminate on the date on which all payments under the Note have been indefeasibly paid in full and all other Obligations have been

paid or discharged; provided, however, that all indemnities of the Debtor contained in this Agreement shall survive and remain operative

and in full force and effect regardless of the termination of this Agreement.

Section 15      Power

of Attorney; Further Assurances.

(a)            Debtor

authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its officers, Collateral Agents,

successors or assigns with full power of substitution, as Debtor’s true and lawful attorney-in-fact, with power, in the name of

the Collateral Agent or Debtor, to, after the occurrence and during the continuance of an Event of Default: (i) endorse any note,

checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance)

in respect of the Collateral that may come into possession of the Collateral Agent; (ii) to sign and endorse any financing statement

pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments,

verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge

taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to

demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual

Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and

at the expense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do

all acts and things which the Collateral Agent deems necessary to protect, preserve and realize upon the Collateral and the Collateral

granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Debtor might or could

do; and Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is

coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall

be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational

Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality

of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized

to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual

Property with the United States Patent and Trademark Office and the United States Copyright Office.

(b)            On

a continuing basis, Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording

agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached hereto, all such instruments,

and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, to perfect

the Collateral granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming

to the Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC.

hereby irrevocably appoints the Collateral Agent as Debtor’s attorney-in-fact, with full authority in the place and instead of Debtor

and in the name of Debtor, from time to time in the Collateral Agent’s discretion, to take any action and to execute any instrument

which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its

sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without

the signature of Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as ‘all assets’,

‘all assets now owned or hereafter acquired’ or ‘all personal property’ or words of like import, and ratifies

all such actions taken by the Collateral Agent. Debtor hereby also authorizes the Collateral Agent, at any time and from time to time,

to file continuation statements with respect to previously filed financing statements.

(d)            This

power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of

the Obligations shall be outstanding.

Section 16      Notices.

Any notice, request, instruction or

other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or

certified mail, postage prepaid, or by or email:

if to the Holder:

GridAI Technologies Corp.

433 Plaza Real, Suite 275

Boca Raton, FL 33432

with a copy to:

Sichenzia Ross Ference Carmel

LLP

1185 Avenue of the Americas,

31st Floor

New York, NY 10036

Attn: Ross Carmel, Esq.;

Carl Kleidman, Esq.

Email: rcarmel@srfc.law;

ckleidman@srfc.law

if to the Company:

Pronghorn Resources, LLC

2679 W. Main, Suite 312

Littleton, Colorado 80120

Attention: Nick D’Onofrio

Email: nick@pronghorn.ltd

with a copy to:

Hall Estill

521 E. 2nd St.,

Suite 1200

Tulsa, Oklahoma 74120

Attention: W. Deke Canada, Esq.

Email: dcanada@hallestill.com

or to such other persons or

addresses as may be designated in writing by the party to receive such notice as provided above.

Section 17      Power

of Attorney; Further Assurances.

To the extent that the Obligations

are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other Person, firm,

corporation or other entity, then the Collateral Agent shall have the right, in its sole discretion, to pursue, relinquish, subordinate,

modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rights

and remedies hereunder.

Section 18      Appointment

of Collateral Agent.

The Secured Party may appoint

a person or entity to act on their behalf with respect to the Collateral pledged hereby (“Collateral Agent”) and any

action to be taken hereunder by the Secured Party may be taken by the Collateral Agent on their behalf and in their place and stead without

further action on the part of the Secured Party. The initial Collateral Agent shall be the Holder. The name and contact information of

the Collateral Agent and any replacement Collateral Agent shall be provided in writing to the Debtor at any time or from time to time

and shall be binding upon the parties hereto without more. Any reference herein to the Collateral Agent or to the Secured Party may apply

to either or both as the context may require. The fees and reasonable expenses of the Collateral Agent shall be the obligation of the

Debtor which hereby agrees to pay such fees and expenses upon demand. Any such appointment shall continue until revoked in writing by

the Holder, at which time the Holder shall appoint a new Collateral Agent. The Collateral Agent, if any, shall have the rights, responsibilities

and immunities set forth in Schedule B hereto.

Section 19     Miscellaneous.

(a)            No

course of dealing between the Debtor and the Secured Party or the Collateral Agent, nor any failure to exercise, nor any delay in exercising,

on the part of the Secured Party or the Collateral Agent, any right, power or privilege hereunder or under the Note shall operate as a

waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or

further exercise thereof or the exercise of any other right, power or privilege.

(b)            All

of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Note or by any other

agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

Agreement, the Note, and the Collateral Sharing Agreement together with the exhibits and schedules hereto and thereto, contain the entire

understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or

written, with respect to such matters, which the parties acknowledge have been merged into this Agreement and the exhibits and schedules

hereto. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the

case of an amendment, by the Debtor and the Secured Party, or, in the case of a waiver, by the party against whom enforcement of any such

waived provision is sought.

(d)            If

any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void

or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect

and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find

and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant

or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms,

provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(e)            No

waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver

in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any

delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

(f)            This

Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Debtor may not

assign this Agreement or any rights or obligations hereunder without the prior written consent of each Secured Party (other than by merger).

The Secured Party may assign any or all of its rights under this Agreement to any Person (as defined below) to whom such Secured Party

assigns or transfers any Obligations, provided such transferee agrees in writing to be bound, with respect to the transferred Obligations,

by the provisions of this Agreement that apply to the “Secured Party.”

“Person” means an individual or corporation,

partnership, trust, incorporated or un-incorporated association, joint-venture, limited liability company, joint-stock company, government

(or an agency or subdivision thereof) or other entity of any kind.

(g)            Each

party hereto shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order

to carry out the provisions and purposes of this Agreement.

(h)            Except

to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning the construction,

validity, enforcement, and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal

laws of the State of New York, without regard to the principles of conflicts of law thereof. Except to the extent mandatorily governed

by the jurisdiction or situs where the Collateral is located, Debtor agrees that all proceedings concerning the interpretations, enforcement

and defense of the transactions contemplated by this Agreement and the Note (whether brought against a party hereto or its respective

affiliates, managers, directors, officers, shareholder, partners, members, employees or Collateral Agents) shall be commenced exclusively

in the state and federal courts sitting in the County of New York, New York (“New York Courts”). Except to the extent

mandatorily governed by the jurisdiction or situs where the Collateral is located, Debtor hereby irrevocably submits to the jurisdiction

of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject

to the jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service

of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent

permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or

the transactions contemplated hereby.

(i)            This

Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of

which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic

transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed)

the same with the same force and effect as if such facsimile signature were the original thereof.

(j)            Debtor

shall indemnify, reimburse and hold harmless the Collateral Agent and the Secured Party and its members, officers, managers, employees

and agents (collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties,

suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing)

imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from the Note, this

Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from

the gross negligence or willful misconduct of the Indemnitee as determined by a final, non-appealable decision of a court of competent

jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in the Note

or any other agreement, instrument or other document executed or delivered in connection herewith or therewith.

(k)            Nothing

in this Agreement shall be construed to subject Collateral Agent or the Secured Party to liability as a fiduciary, joint-venturer, agent

or partner in the Debtor or any if its direct or indirect subsidiaries that is a partnership or as a member or manager in the Debtor or

any of its direct or indirect subsidiaries that is a limited liability company, nor shall Collateral Agent or the Secured Party be deemed

to have assumed any obligations under any partnership agreement or limited liability company agreement, as applicable, of the Debtor or

any of its direct or indirect subsidiaries or otherwise, unless and until any such Secured Party exercises its right to be substituted

for Debtor as a partner or member, as applicable, pursuant hereto.

(l)            To

the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent, approval

or action of any partner or member, as applicable, of the Debtor or any direct or indirect subsidiary of the Debtor or compliance with

any provisions of any of the Organizational Documents, the Debtor hereby grants such consent and approval and waives any such noncompliance

with the terms of said documents.

(m)            Debtor

further agrees that, if any payment made by the Debtor or other Person and applied to the Obligations is at any time annulled, avoided,

set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds

of Collateral are required to be returned by the Secured Party to the Debtor, its estate, trustee, receiver or any other Person, including

the Debtor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment,

any lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never

been made or, if prior thereto the lien granted hereby or other Collateral securing such liability hereunder shall have been released

or terminated by virtue of such cancellation or surrender, such lien or other Collateral shall be reinstated in full force and effect,

and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any lien or other Collateral

securing the obligations of the Debtor in respect of the amount of such payment.

********************

(Signature Page Follows)

IN WITNESS WHEREOF,

the parties hereto have caused this Security Agreement to be duly executed on the day and year first above written.

PRONGHORN RESOURCES, LLC

By:

Name:

Title:

[SIGNATURE PAGE OF HOLDER FOLLOWS]

APPENDIX D

SIGNATURE PAGE OF HOLDER OF

SECURED CONVERTIBLE NOTE

Name of Investing Entity: ______________________________________________________________________

Signature of Authorized Signatory of Investing

entity: ______________________________________________________________

Name of Authorized Signatory: _____________________________________________________________

Title of Authorized Signatory: ______________________________________________________________

Name of Investing Entity: ______________________________________________________________________

Signature of Authorized Signatory of Investing

entity: ______________________________________________________________

Name of Authorized Signatory: ______________________________________________________________

Title of Authorized Signatory: _______________________________________________________________

[Holder Signature Page to Security

Agreement]

SCHEDULE A

Principal Place(s) of Business of Debtor

and where Collateral is Located and Stored:

2679 W. Main, Suite 312

Littleton, Colorado 80120

4949 S. Syracuse, Suite 450

Denver, CO 80237

Campbell, Converse Johnson and Sheridan

Counties, Wyoming

Legal Name and Organizational Identification Numbers

Pronghorn Resources, LLC

Delaware Authentication: 204133809

EIN: 99-4469140

_______________________________________

SCHEDULE B

Rights and Privileges of the Collateral Agent

SCHEDULE C

Filing Jurisdictions

SCHEDULE F

Intellectual Property

SCHEDULE H

Pledged Securities

SCHEDULE B

Rights and Privileges of the Collateral Agent

1.            Collateral

Agent’s Appointment as Attorney-in-Fact, etc.

(a)            The

Secured Party shall appoint, and the Debtor hereby consents to and approves such appointment, which appointment is coupled with an interest,

and shall automatically terminate on the date that all Obligations under this Agreement and the Note (subject to the reinstatement provision

of section 6 hereof) (“Termination Date”), the Collateral Agent and any officer or agent thereof, with full power of

substitution, as Debtor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such

Debtor and in the name of such Debtor or otherwise, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate

action and to execute any and all documents and instruments that may be necessary or advisable to accomplish the purposes of this Agreement,

and, without limiting the generality of the foregoing, Debtor hereby gives the Collateral Agent the power and right, on behalf of such

Debtor, either in the Collateral Agent’s name or in the name of such Debtor or otherwise, without assent by such Debtor, to do any

or all of the following, in each case after the occurrence and during the continuance of an Event of Default all without prior notice

to the Debtor (provided that the Collateral Agent shall provide prompt notice to the Debtor thereafter of the initial exercise of any

such rights): (i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the

payment of moneys due under any account constituting Collateral or with respect to any other Collateral and file any claim or take any

other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting

any and all such moneys due under any account constituting Collateral or with respect to any other Collateral whenever payable; (ii) in

the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers

as the Collateral Agent may reasonably request to evidence the Security Interest in such Intellectual Property and the goodwill and general

intangibles of such Debtor relating thereto or represented thereby; (iii) pay or discharge taxes and liens levied or placed on or

threatened against any of the Collateral (other than taxes not required to be discharged under this Agreement and other than Permitted

Liens); (iv) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments

of conveyance or transfer with respect to any of the Collateral; (v) obtain and adjust insurance required to be maintained by such

Debtor pursuant to this Agreement; (vi) direct any party liable for any payment under any of the Collateral to make payment of any

and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (vii) ask

or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any

time in respect of or arising out of any of the Collateral; (viii) sign and endorse any invoices, freight or express bills, bills

of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection

with any of the Collateral; (ix) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent

jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any of the Collateral; (x) defend

any suit, action or proceeding brought against such Debtor with respect to any of the Collateral; (xi) settle, compromise or adjust

any such suit, action or proceeding with respect to any of the Collateral and, in connection therewith, give such discharges or releases

as the Collateral Agent may deem appropriate; and (xii) generally, sell, transfer, pledge and make any agreement with respect to

or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for

all purposes, and do, at the Collateral Agent’s option and such Debtor’s expense, at any time, or from time to time, all acts

and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Security Interest therein

and to effect the intent of this Agreement, all as fully and effectively as such Debtor might do.

(b)            Subject

to any limitations of the Collateral Agent to take actions as set forth in clause (a) above, if the Debtor fails to perform or comply

with any of its agreements contained herein within a reasonable period of time after the Collateral Agent has requested it to do so, the

Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance,

with such agreement at Debtor’s sole expense.

hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies

contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Security Interest

created hereby is released.

2.            Duty

of Collateral Agent.

The Collateral Agent’s

sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207

of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account.

The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession

if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the

Collateral Agent, the Secured Party nor any of its officers, directors, managers, employees, attorneys in fact or agents shall be liable

for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to

sell or otherwise dispose of any Collateral upon the request of the Debtor or any other Person or to take any other action whatsoever

with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Party hereunder are solely

to protect the Collateral Agent’s and the Secured Party’s interests in the Collateral and shall not impose any duty upon the

Collateral Agent or the Secured Party to exercise any such powers. The Collateral Agent and the Secured Party shall be accountable only

for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors,

employees or agents shall be responsible to the Debtor for any act or failure to act hereunder, except for their own respective gross

negligence or willful gross misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction. The Collateral

Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence,

value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s lien thereon, or any

certificate prepared by the Debtor in connection therewith, nor shall the Collateral Agent be responsible or liable to the Secured Party

for any failure to monitor or maintain any portion of the Collateral.

3.            Authority

of Collateral Agent.

Debtor acknowledges that the

rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the

exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for

herein or resulting or arising out of this Security Agreement shall, as between the Collateral Agent and the Secured Party, be governed

by this Agreement, and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral

Agent and the Debtor, the Collateral Agent shall be conclusively presumed to be acting as agent for the applicable Secured Party with

full and valid authority so to act or refrain from acting, and no Debtor shall be under any obligation, or entitlement, to make any inquiry

respecting such authority.

4.            Security

Interest Absolute.

All rights of the Collateral

Agent hereunder, the Security Interest and all Obligations of the Debtor hereunder shall be absolute and unconditional.

5.            Continuing

Security Interest; Assignments Under this Agreement; Release.

(a)            This

Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Debtor and the successors

and assigns thereof and shall inure to the benefit of the Collateral Agent and the Secured Party and their respective successors, endorsees,

transferees and assigns permitted under this Agreement until the Termination Date (subject to the reinstatement provision of section 6

below).

(b)            The

Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Obligations upon the effectiveness

of any written consent to the release of the Security Interest granted hereby by the Secured Party or the Collateral Agent. Any such release

in connection with any sale, transfer or other disposition of such Collateral permitted under this Agreement to a Person that is not a

Debtor shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the lien and Security

Interest created hereby.

connection with any termination or release pursuant to clause (a) or clause (b) above, the Collateral Agent shall execute and

deliver to the Debtor, at such Debtor’s expense, all documents that such Debtor shall reasonably request to evidence such termination

or release subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the

Company stating that such transaction is in compliance with this Agreement and the Note. Any execution and delivery of documents pursuant

to this section 5 shall be without recourse to or warranty by the Collateral Agent.

6.            Reinstatement.

Debtor further agrees that,

if any payment made by the Debtor or other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded,

invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are

required to be returned by the Secured Party to the Debtor, its estate, trustee, receiver or any other Person, including the Debtor, under

any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any lien or

other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made

or, if prior thereto the lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated

by virtue of such cancellation or surrender, such lien or other Collateral shall be reinstated in full force and effect, and such prior

cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any lien or other Collateral securing the

obligations of the Debtor in respect of the amount of such payment.

7.            Liability.

Neither the Collateral Agent

nor any of its managers, members, officers, directors, employees, agents, attorneys in fact or affiliates shall be liable to any party

for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other agreement, document

or instrument except for its or such other Person’s own gross negligence or willful gross misconduct, as determined in a final non-appealable

judgment of a court of competent jurisdiction.

SCHEDULE C

Filing Jurisdictions

1. Delaware

SCHEDULE F

Intellectual Property

N/A

SCHEDULE H

Pledged Securities

100% of the limited liability company interest

of Pronghorn Operating, LLC, a Delaware limited liability company

100% of the limited liability company interest

of Pronghorn E&P, LLC, a Delaware limited liability company

100% of the limited liability company interest

of Pronghorn Midstream, LLC, a Delaware limited liability company

100% of the limited liability company interest

of Pronghorn Plugging, LLC, a Delaware limited liability company

100% of the limited liability company interest

of Pronghorn Power, LLC, a Delaware limited liability company

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jul. 17, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 17, 2026

Entity File Number

001-37853

Entity Registrant Name

GridAI Technologies Corp.

Entity Central Index Key

0001604191

Entity Tax Identification Number

46-4993860

Entity Incorporation, State or Country Code

Entity Address, Address Line One

777 Yamato Road

Entity Address, Address Line Two

Suite 502

Entity Address, City or Town

Boca Raton

Entity Address, State or Province

Entity Address, Postal Zip Code

33431

City Area Code

561

Local Phone Number

589-7020

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

ENTO

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration