{"url_path":"/sec/rnge/8-k/2026-07-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1438943/0001493152-26-031596-index.html","accession_number":"0001493152-26-031596","cik":"0001438943","ticker":"RNGE","issuer_name":"RANGE IMPACT, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1438943/0001493152-26-031596-index.html","primary_entity_key":"0001438943","primary_entity_name":"RANGE IMPACT, INC."},"word_count":1308,"has_tables":true,"body_markdown":"** **\n\n****\n\n \n\n** **\n\n \n\n \n\n** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\n*JV\nEntity Operating Agreement*\n\n \n\nOn\nJuly 1, 2026, Range Sky View Land, LLC (“Range Sky”), a wholly owned indirect subsidiary of Range Impact, Inc.\n(the “Company”) and Time Complexity WV, LLC, a West Virginia limited liability company (“**Time Complexity WV**”),\nentered into an Operating Agreement (the “**Operating Agreement**”) to form Time Complexity Appalachia, LLC, a\nWest Virginia limited liability company (the “**JV Entity**”). Pursuant to the Operating Agreement, Range\nSky and Time Complexity WV each own a fifty percent (50%) membership interest in the JV Entity. The JV Entity, directly or through\none or more special purpose subsidiaries, intends to develop a power generation and data center facility at the Fola mine site in West\nVirginia (the **“Project”**).\n\n \n\nPursuant\nto the Operating Agreement, the\nJV Entity is managed by\na three-person Board\nof Managers (the **“Board of Managers”**). Range Sky and Time Complexity\nWV are each entitled to appoint one manager, and\nthe third manager is appointed\nby mutual agreement of Range Sky and Time Complexity WV. Except\nas otherwise provided in the Operating Agreement, actions of the Board of Managers require the\napproval of a majority of the managers then in office. Certain specified matters require the\nunanimous approval of all managers. In addition, certain fundamental actions -- including\nthe commencement of bankruptcy\nor dissolution proceedings, the sale of all or substantially\nall of the JV Entity’s assets or business,\nand amendments to the Operating Agreement -- require\nthe unanimous consent of the Board of Managers and the members of\nthe JV Entity at\nthe time of such amendment. Distributions,\nif any, shall be\nmade to members on a pro\nrata basis in\naccordance with their respective membership interests. The\nOperating Agreement does not require members to make any initial cash capital contributions to the JV Entity. Any future capital\nrequirements of the JV Entity may be funded through loans made by the members, on such terms as may be agreed upon from time to time\nin accordance with the Operating Agreement. Any\nsuch loans shall be\nsecured by the assets of the JV Entity and will rank pari passu, with each lending member entitled\nto its pro rata share\nof the collateral and repayment proceeds.\n\n \n\nThe\nOperating Agreement contains other terms, covenants, representations and warranties that are customary for a transaction\nof this nature.\n\n \n\nThe\nforegoing description of the Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the\nfull text of the form of the Operating Agreement attached hereto as Exhibit 10.1.\n\n \n\n*Warrant*\n\n* *\n\nOn July\n1, 2026, in connection with the transactions\nreferenced in this Current Report, the Company issued a Common Stock Purchase Warrant (**“Warrant”**) to Time\nComplexity WV pursuant to which Time Complexity WV, upon the terms and subject to the limitations on exercise and the conditions set\nforth therein, is entitled to purchase up to 14,500,000 shares\nof the Company’s common stock. The Warrant has a seven-year term. One-third of the Warrant\nshall vest upon the occurrence of each\none of the following three\n(3) milestones: (i)\nthe public announcement by the State of West Virginia of its support for the Project; (ii) the receipt by the JV Entity of a written\nreport prepared by an independent party confirming that the Project is technically and commercially feasible; and (iii) the\nexecution by the JV Entity (or any of its subsidiaries) of one or more binding agreements relating to the Project, including,\nwithout limitation, agreements with respect to engineering, development, financing, construction, operations, power supply, compute\ninfrastructure, data center tenancy, or other commercialization (the “**Commercialization Milestone**”), in\neach case as more particularly described in\nthe Warrant. If the Commercialization Milestone is\nachieved prior to the other milestones, the Warrant will vest in full. Time Complexity WV will have 120 days to exercise the vested\nWarrant following achievement of the applicable milestone(s). The exercise price per share of\ncommon stock under the Warrant is $0.40, subject to adjustments for stock dividends, splits, and other combinations. The\nWarrant and any underlying\nWarrant Shares that have not yet vested shall automatically fully vest\nupon the consummation of a Fundamental Transaction (as defined in the Warrant) or in the event\nof the liquidation, dissolution, or winding\nup of the Company during the Warrant’s term.\n\n \n\nIn addition to the above terms, the Warrant\nalso contains customary representations, warranties, and covenants for a transaction of this nature.\n\n \n\nThe\nforegoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of\nthe form of the Warrant attached hereto as Exhibit 10.2.\n\n \n\n*Option\nto Lease Agreement*\n\n* *\n\nOn\nJuly 1, 2026, in connection with the foregoing transactions, Range Sky entered into an Option to Lease Agreement with the JV Entity\n(the **“Option Agreement”**) which includes as an exhibit a form Ground Lease Agreement (the **“Lease”**).\n\n \n\nPursuant\nto the Option Agreement, Range Sky has granted the JV Entity, for nominal consideration, an option to lease certain real property\nlocated in West Virginia for a term of five (5) years (the **“Option Period”**). The Option Period may be\nextended for an additional one (1) year period if the JV Entity is diligently pursuing the Project using good faith commercially\nreasonable efforts. The JV Entity may exercise the option by delivering written notice to Range Sky during the Option Period (the\n“**Exercise Notice**”) which notice shall include the following: (i) a detailed description and property\nmap of the property that the JV Entity desires to lease (the **“Leased Premises”**) with reasonable\nspecificity, (ii) the JV Entity’s intended use of the Leased Premises, and (iii) the name of any third-party user of\nthe Leased Premises and the agreed upon terms for the use thereof (which may be in the form of a memorandum of understanding, letter\nof intent, term sheet, or similar document) with reasonably sufficient detail ((i) – (iii) collectively, “**Lease\nConditions**”). Range Sky shall have no obligation to enter into a Lease with the JV Entity after receiving an Exercise\nNotice until the Lease Conditions have been satisfied in Range Sky’s sole discretion. The option is non-transferable, except\nin connection with a transaction involving the sale of all or substantially all of the JV Entity’s assets to any third-party\nentity or to any third-party entity into which the JV Entity may be merged or combined where the JV Entity is not the surviving entity.\n\n \n\n \n\n \n\n \n\nThe Lease will provide for nominal\nannual rent on a triple net basis, pursuant to which the JV Entity will be responsible for all costs and expenses relating to the Leased Premises including, without limitation, real estate taxes, insurance, maintenance, development, and construction. The Leased Premises\nwill be delivered and accepted on an “as is” basis.\n\n \n\nThe initial term of the Lease will\nbe twenty (20) years, with four (4) successive renewal options of five (5) years each. Subject to the satisfaction of specified conditions,\nincluding the procurement of financing and the JV Entity’s readiness to commence construction of the Project, the JV Entity will\nhave an option to purchase the Leased Premises at a price of $10,000 per acre. Range Sky will retain approval rights with respect to\nconstruction plans.\n\n \n\nThe\nJV Entity will be prohibited from assigning the Lease or subletting the Leased Premises, except in connection with a transaction\ninvolving the sale of all or substantially all of its assets. The Lease will also include customary protections for mortgage\nlenders, including cure rights and certain rights in connection with termination of the Lease following a default by the JV\nEntity.\n\n \n\nThe\nforegoing descriptions of\nthe Option Agreement and Lease do not purport to be complete and are qualified in their\nentirety by reference to the full text of the form of the Option\nAgreement attached hereto as Exhibit 10.3."}