SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2020 • H/Cell Energy Corp • Construction - special trade contractors • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 15, 2020, by and between H/CELL ENERGY CORPORATION, a Nevada corporation, with headquarters located at 3010 LBJ Freeway, Suite 1200, Dallas, Texas 75234 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2019 • H/Cell Energy Corp • Construction - special trade contractors • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 12, 2019, by and between H/CELL ENERGY CORPORATION, a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2019 • H/Cell Energy Corp • Construction - special trade contractors • Nevada
This Registration Rights AGREEMENT (the “Agreement”), dated as of July 9, 2019 (the “Execution Date”), is entered into by and between H/Cell Energy Corporation., a Nevada corporation with its principal executive office at 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • July 15th, 2019 • H/Cell Energy Corp • Construction - special trade contractors • Nevada
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of July 9, 2019 (the “Execution Date”), is entered into by and between H/Cell Energy Corporation, a Nevada corporation with its principal executive office at 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753. (the “Investor”).
VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONVISION HYDROGEN Corp • May 17th, 2022 • Industrial inorganic chemicals
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Vision Hydrogen Corporation. (the “Company”) and VoltH2 Holdings AG (“VoltH2”) after taking into effect the Share Purchase Agreement (“SPA”) entered into May 6, 2022 whereby the Company agreed to sell our 100% interest in our Vlissingen green hydrogen development project and our 50% interest in our Terneuzen green hydrogen development project and related assets (the “Dutch Projects”) to the Purchaser in exchange for $11,250,000 and the 1,768,182 shares of our common stock held by the Purchaser (the “Purchase Price”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2017 • H/Cell Energy Corp • Construction - special trade contractors
H/CELL ENERGY CORPORATION, a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 97 River Road, Flemington, NJ 08822 (“Employer”);
SUBSCRIPTION AGREEMENTSubscription Agreement • October 14th, 2020 • VISION HYDROGEN Corp • Construction - special trade contractors • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereto between VISION HYDROGEN CORPORATION (the “Company”), and the undersigned (the “Subscriber”).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • August 26th, 2021 • VISION HYDROGEN Corp • Construction - special trade contractors
THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “First Amendment”) is made and entered into as of August 25, 2021 by and among Vision Hydrogen Corporation (the “Noteholder”), and Volt H2 Holdings, AG (the “Borrower”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 24th, 2018 • H/Cell Energy Corp • Construction - special trade contractors
THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and appendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) dated as of August 21, 2018 (the “Effective Date”), is between (a) THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), (b) PVBJ, INC., a New Jersey Corporation (“Debtor”), and (c) each Person identified as a Guarantor on the signature page hereto.
PURCHASE AGREEMENTPurchase Agreement • June 29th, 2016 • H/Cell Energy Corp • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 29th day of December, 2015, by and between H-Cell Energy Corporation, a Nevada corporation (the “Company”), and __________________________ (the “Investor”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • July 19th, 2019 • H/Cell Energy Corp • Construction - special trade contractors • California
This equity purchase agreement is entered into as of March 12, 2019 (this “Agreement”), by and between H/CELL ENERGY CORPORATION, a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2019 • H/Cell Energy Corp • Construction - special trade contractors • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 8th day of February, 2019, by and among H/Cell Energy Corporation, a Nevada corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
SECOND ALLONGE TO CONVERTIBLE NOTE DATED JANUARY 2, 2018H/Cell Energy Corp • January 8th, 2020 • Construction - special trade contractors
Reference is hereby made to the Convertible Note dated January 2, 2018 (the “Note”) issued by H/Cell Energy Corporation, a Nevada corporation (the “Company”) to ______________ (the “Holder”). Terms used herein and not otherwise defined herein shall have the meaning set forth in the Note.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 22nd, 2022 • VISION HYDROGEN Corp • Industrial inorganic chemicals
This Management Services Agreement, together with the exhibits attached hereto (collectively this “Agreement”) is entered into June 20, 2022 but made effective the 1st day of May, 2022 (the “Effective Date”) by and between FIRST FINANCE EUROPE LIMITED, a UK company (the “Service Provider”) and VISION HYDROGEN CORPORATION, a Nevada corporation (the “Recipient”).
SERVICES AGREEMENTServices Agreement • November 9th, 2021 • VISION HYDROGEN Corp • Construction - special trade contractors • New York
This Services Agreement, dated as of November 8, 2021 (this “Agreement”), is entered into between Vision Hydrogen Corporation, a Nevada corporation (“Vision”) and Turquino Equity LLC (“Turquino Equity”).
SERVICES AGREEMENTAmending Agreement • November 9th, 2021 • VISION HYDROGEN Corp • Construction - special trade contractors
AND WHEREAS the Company desires to engage the Contractor to provide to the Company the Services and otherwise perform the duties and responsibilities set out in Schedule “A” of this Agreement, and the Contractor agrees to accept that engagement;
EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2022 • VISION HYDROGEN Corp • Industrial inorganic chemicals • New York
WHEREAS the Corporation is engaged in the business of developing renewable energy projects for the commercial, industrial and transportation sectors, directly and through its Affiliates;
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 6th, 2017 • H/Cell Energy Corp • Miscellaneous electrical machinery, equipment & supplies • Nevada
SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of January 31, 2017, by and among H/Cell Energy Corporation, a Nevada corporation (“H/Cell”), The Pride Group (QLD) Pty Ltd, an Australian corporation (the “Pride”) and the shareholders of Pride listed on the signature pages hereof (collectively, the “Pride Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 7.07 hereof unless the context clearly provides otherwise.
RESALE AND RELEASE AGREEMENTResale and Release Agreement • April 21st, 2020 • H/Cell Energy Corp • Construction - special trade contractors
This Resale and Release Agreement (this “Agreement”) is made and effective as of April 21, 2020 between and among H/Cell Energy Corporation (“HCCC or the Company”) on the one hand, and PVBJ, Inc. (“PVBJ”), a New Jersey corporation, Benis Holdings, LLC, a Pennsylvania Limited Liability Company (“Benis LLC”), and Paul V. Benis, Jr. (“Paul Benis”) on the other hand. The Company, PVBJ, Benis LLC and Paul Benis are referred to herein collectively as the “Parties” and sometimes individually as a “Party”. The “Closing Date” shall be April 21, 2020 once all Parties have duly and properly executed this Agreement.
ContractSubscription Agreement • June 29th, 2016 • H/Cell Energy Corp • New York
THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(a)(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D UNDER THE SECURITIES ACT, 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 EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECU
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 9th, 2021 • VISION HYDROGEN Corp • Construction - special trade contractors
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of November 8, 2021, between Volt Energy B.V. (“Volt B.V.” or a “Pledgor”) and Vision Hydrogen Corporation, a Nevada corporation with a mailing address of 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302 (“Vision”).
ALLONGE TO CONVERTIBLE NOTE DATED JANUARY 2, 2018H/Cell Energy Corp • February 11th, 2019 • Construction - special trade contractors
Reference is hereby made to the Convertible Note dated January 2, 2018 (the “Note”) issued by H/Cell Energy Corporation, a Nevada corporation (the “Company”) to ______________ (the “Holder”). Terms used herein and not otherwise defined herein shall have the meaning set forth in the Note.
ContractH/Cell Energy Corp • June 19th, 2018 • Construction - special trade contractors
On February 1, 2018 (the “Closing Date”), H/Cell Energy Corporation (“the Company”) entered into a share exchange agreement (the “Exchange Agreement”) by and among the Company, PVBJ Inc., (“PVBJ”), and Benis Holdings LLC, the sole shareholder of PVBJ.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 1st, 2022 • VISION HYDROGEN Corp • Industrial inorganic chemicals • London
STOCK PURCHASE AGREEMENT, made effective this 30th day of May 2022 (the “Agreement”), among VisionH2 Holdings AG, a Swiss corporation with an office for business located at Neuhofstrasse 19A, 6340 Baar Switzerland (“VisionH2” or the “Buyer”), First Finance Europe Limited, a UK company with an office for business located at 20-22 Wenlock Road London United Kingdom N1 7GU (“First Finance” or the “Seller”), and Evolution Terminals B.V., a Dutch corporation (“EVO”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 18th, 2020 • H/Cell Energy Corp • Construction - special trade contractors
This Purchase and Sale Agreement (the “Agreement”) is made and effective as of May 18, 2020 between H/Cell Energy Corporation (the “Company”) and Turquino Equity LLC (“Turquino”). The Company and Turquino are referred to herein collectively as the “Parties”. The “Closing Date” shall be May 18, 2020 once all Parties have duly and properly executed this Agreement.
ContractShare Purchase Agreement • May 12th, 2022 • VISION HYDROGEN Corp • Industrial inorganic chemicals
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 25th, 2020 • H/Cell Energy Corp • Construction - special trade contractors
THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT AND PROMISSORY NOTE (this “Amendment”) dated this 10th day of March 2020, (the “Effective Date”), is among THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”) and PVBJ, Inc. a New Jersey Corporation( “Debtors”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 9th, 2021 • VISION HYDROGEN Corp • Construction - special trade contractors • New York
This SECURITIES ESCROW AGREEMENT (this “Agreement”) made as of the 8 day of November 2021, by and among Vision Hydrogen Corporation (the “Company”) whose address is 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302, Volt Energy B.V. (the “Shareholder” and together with the Company, the “Parties”), whose address is President Kennedystraat 1, 6269 CA Margraten, The Netherlands, and VStock Transfer, LLC (the “Escrow Agent”) whose address is 18 Lafayette Place, Woodmere, NY 11598.
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2018 • H/Cell Energy Corp • Construction - special trade contractors
H/Cell Energy Corporation, a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 97 River Road, Flemington, NJ 08822 (“Employer”);
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 5th, 2018 • H/Cell Energy Corp • Construction - special trade contractors • Nevada
STOCK PURCHASE AGREEMENT, dated as of February 1, 2018 (the “Agreement”), among H/Cell Energy Corporation, a Nevada corporation (“H/Cell”), PVBJ INC, a New Jersey corporation (“PVBJ”), and Benis Holdings LLC, the sole shareholder of PVBJ (“Seller”).
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Combined Financial Information • April 18th, 2017 • H/Cell Energy Corp • Miscellaneous electrical machinery, equipment & supplies
On January 31, 2017 (the “Closing Date”), we entered into a share exchange agreement (the “Exchange Agreement”) by and among us, The Pride Group (QLD) Pty Ltd., an Australian corporation (“Pride”), Turquino Equity LLC (“Turquino”) and Stephen Paul Mullane and Marie Louise Mullane as Trustees of the Mullane Family Trust (the “Mullane Trust” and together with Turquino, the “Pride Shareholders”). Andrew Hidalgo and Matthew Hidalgo, our Chief Executive Officer and Chief Financial Officer, respectively, are each a managing partner of Turquino.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2016 • H/Cell Energy Corp
This INDEMNIFICATION AGREEMENT made and entered into this ____ day of _______, 20__ (the "Agreement"), by and between H/Cell Energy Corporation, a Nevada corporation (the "Company"), and ___________ (the "Indemnitee"):
SERVICES AGREEMENTServices Agreement • March 8th, 2022 • VISION HYDROGEN Corp • Industrial inorganic chemicals
AND WHEREAS the Company desires to engage the Contractor to provide to the Company the Services and otherwise perform the duties and responsibilities set out in Schedule “A” of this Agreement, and the Contractor agrees to accept that engagement;
ESCROW AGREEMENTEscrow Agreement • February 6th, 2017 • H/Cell Energy Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of January 31, 2017, by and among H/Cell Energy Corporation, a Nevada corporation (the “Purchaser”), Turquino Equity LLC, a Delaware limited liability company (“Turquino”), Stephen Paul Mullane and Marie Louise Mullane as Trustees of the Mullane Family Trust (the “Mullane Trust”, and together with Turquino, the “Sellers”) and Sichenzia Ross Ference Kesner LLP, with an address at 61 Broadway, New York, New York 10006 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Share Exchange Agreement dated January 31, 2017 by and among the Purchaser, the Sellers and The Pride Group (Qld) Pty Ltd., an Australian corporation (“Pride”), as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).
