Deputy General Counsel

Company Overview Zeno Power is the leading developer of nuclear batteries – compact power systems that provide reliable, clean energy in frontier environments. By harnessing the heat from radioisotopes, Zeno’s batteries power critical missions on Earth, in space, and at sea. To bring this technology to market by 2027, Zeno is seeking out purpose-driven and innovative professionals who are comfortable working in a startup environment. Team members will have a direct impact in enabling commercial and national security missions from the depths of our oceans, to the surface of the moon, and in austere environments here on Earth. Zeno is proud to be an Equal Opportunity Employer and is committed to attracting, retaining, and developing a highly qualified, diverse, and dedicated work force. We do not discriminate in hiring on the basis of sex, gender identity, sexual orientation, race, color, religious creed, national origin, physical or mental disability, protected Veteran status, or any other characteristic protected by federal, state, or local law. Deputy General Counsel Zeno Power is seeking an experienced Deputy General Counsel to serve as a key legal partner to the company as it scales its government and commercial business. Reporting to the Chief Regulatory & Legal Officer (CRLO), this role will provide broad legal counsel across government & commercial contracts, governance and fundraising, and compliance (such as export controls, trade secret management, and personnel matters). The role will have tremendous growth opportunities into additional areas such as regulatory and intellectual property as well. This individual will support Zeno’s growing portfolio of Pentagon, Department of Energy, NASA, and other federal government programs while also helping the company navigate the legal needs of a rapidly growing commercial enterprise. The ideal candidate is a pragmatic, business-minded attorney who can operate independently in a fast-paced startup environment, assess risk, and provide practical legal guidance that enables the business to move quickly and responsibly. The Deputy General Counsel will work closely with the CEO and Executive Team, Engineering, Finance, Business Development, Supply Chain, Radiological Operations, People & Culture, and Program Management. They will play an essential role on company-shaping agreements, advise on broad range of legal and regulatory matters, manage disputes and compliance obligations, and build the legal team and infrastructure needed to support Zeno’s continued growth and commercialization. In this role you will have oversight over the following: Government & Commercial Contracts Serve as lead counsel for federal government and commercial contracting matters across the company, including legal strategy development. Draft, review, negotiate, and provide strategic counsel on a broad range of commercial and government agreements, including but not limited to prime & subcontractor government contracts, teaming agreements and partnerships, non-disclosure agreements (NDAs), large procurement contracts, Cooperative Research & Development Agreements (CRADAs), technology transfer agreements, Other Transaction Authority (OTA) agreements, Small Business Innovation Research or Small Business Technology Transfer (SBIR/STTR) agreements. Working with a paralegal and outside counsel, develop processes and playbooks for all common contract types that procurement and paralegal support can implement. Design and maintain scalable government contracting policies, procedures, and compliance frameworks. Governance & Fundraising

Play a key role supporting Zeno’s future fundraising activities, including investor negotiations, CFIUS considerations, and corporate governance documentation. Lead on long-term governance improvements, including as to Board engagement, entity formation and management, and other legal matters associated with the company’s growth and capitalization. Compliance & Organizational Development Serve as Export Control Lead, including developing and maintaining International Traffic in Arms Regulations (ITAR) & Export Administration Regulations (EAR) compliance policies, training, licensing, cybersecurity, and internal controls. Also, manage trade secret management, Controlled Unclassified Information (CUI) compliance, and related policies. Assist the CRLO on driving forward Zeno’s intellectual property protection efforts, including developing and executing updated policies on trade secret management. Advise on a range of ad-hoc personnel and employment matters, providing practical legal guidance to People & Culture and leadership as employee-related needs and the organization continue to grow. Work with the CRLO on overall strategic development of the Legal function. Key Qualifications and Skills Juris Doctor (J.D.) from an accredited law school. Active membership in at least one U.S. state bar. 10+ years of relevant legal experience, including:

Drafting and negotiating U.S. government and commercial contracts, including application of FAR and/or DFARS. Managing corporate governance for a private sector company. Developing scalable legal processes, including as to procurements, regulatory compliance, export controls, managing trade secrets and CUI.

Demonstrated ability to advise business leaders on legal risk while maintaining commercial objectives. Exceptional written and verbal communication skills, including ability to translate legal risks for technical and non-technical stakeholders. Demonstrated success operating independently with limited supervision in a dynamic startup environment. Strong judgment, attention to detail, and practical problem-solving abilities. Preferred Qualifications Experience supporting defense technology, aerospace, energy, nuclear, space, maritime, or other highly technical and/or regulated industries. Experience with Department of War (DoW), Department of Energy (DoE), National Aeronautic & Space Administration (NASA), National Nuclear Security Administration (NASA), Defense Advanced Research Projects Agency (DARPA), or related federal agencies. Familiarity with Other Transaction Authority (OTA) agreements and non-traditional defense acquisition pathways. Experience advising emerging technology companies transitioning from R&D into commercial deployment. Experience supporting intellectual property strategy and technology commercialization, particularly trade secret management. Active security clearance or ability to obtain one. Experience in developing scaling procurement processes in the government contracts space. Exposure to nuclear regulation at state or federal levels. Science or engineering background or experience. Job Functions Position requires in-office presence in Washington, D.C. (Mt. Vernon/Chinatown) on Tuesdays, Wednesdays, and Thursdays, remote work is optional on Mondays and Fridays Travel: Travel is required,

Motor Abilities: Sitting and/or standing for extended periods, bending/stooping, grasping/gripping, fine motor control (hands) Physical exertion and/or requirements: Minimal, with ability to safely lift up to 15 pounds Repetitive work: Prolonged Special Senses: Visual and audio focused work Work Conditions: Stairs, typing/keyboard, standard and/or sitting working environment of >8 hrs./day Compensation and Benefits The anticipated salary band for this position is

$240,000 - $275,000 . The final job level and compensation will be determined by various factors such as a candidate's relevant work experience, years of relevant experience, skills, qualifications, certifications, and other business considerations. In addition to competitive compensation, we also offer a generous benefits package, which includes: Stock options Flexible paid time off 401k plan with employer match 16 weeks of paid family leave ⁠11 observed company holidays Employer HSA contributions Life insurance Transit benefits to put toward commuting expenses Medical, dental, and vision insurance Relocation assistance Professional development Employee recognition program ⁠Company-sponsored ClassPass benefit to support employee wellness ⁠Dog friendly office Physical Demands and Work Environment The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this position. Reasonable accommodations may be made to enable individuals with disabilities to perform the functions. While performing the duties of this position, the employee is regularly required to talk or hear. Specific vision abilities required by this position include close vision, distance vision, peripheral vision, and the ability to adjust focus. The noise level in the work environment is usually moderate. Note This job description in no way states or implies that these are the only duties to be performed by the employee(s) incumbent in this position. Employees will be required to follow any other job-related instructions and to perform any other job-related duties requested by any person authorized to give instructions or assignments. All duties and responsibilities are essential functions and requirements and are subject to possible modification to reasonably accommodate individuals with disabilities. To perform this job successfully, the incumbents will possess the skills, aptitudes, and abilities to perform each duty proficiently. Some requirements may exclude individuals who pose a direct threat or significant risk to the health or safety of themselves or others. The requirements listed in this document are the minimum levels of knowledge, skills, or abilities. This document does not create an employment contract, implied or otherwise, other than an “at will” relationship. Export Control Applicants for employment at Zeno Power must be a U.S. person. The term “U.S. Person” means (i) a U.S citizen or U.S. national; or (ii) any natural person who is a U.S. Lawful Permanent Resident (i.e., holds a Green Card), as defined by 8 U.S.C. 1101(a)(20) or as a “protected individual” defined by 8 U.S.C. 1324b(a)(3) (i.e., admitted as a refugee or is granted asylum).