SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2023 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2023, between Advent Technologies Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2018, is made and entered into by and among AMCI Acquisition Corp., a Delaware corporation (the “Company”), AMCI Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
20,000,000 Units AMCI Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • November 9th, 2018 • AMCI Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November [ ], 2018, by and between AMCI Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 9th, 2021 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February 3, 2021 between Advent Technologies Holdings, Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
November 15, 2018Underwriting Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AMCI Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and pro
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 15, 2018, by and between AMCI Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • June 2nd, 2023 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Advent Technologies Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PURCHASE AGREEMENTPurchase Agreement • April 11th, 2023 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
The undersigned as Chief Executive Officer of ADVENT TECHNOLOGIES HOLDINGS, INC., a Delaware corporation, hereby certifies that ______________ is the duly elected, appointed, qualified and acting Secretary of Advent Technologies Holdings, Inc., and that the signature appearing above is his genuine signature.
20,000,000 Units AMCI Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2018, by and between AMCI Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 9th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November [ ], 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between AMCI Acquisition Corp., a Delaware corporation (the “Company”), and AMCI Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 15, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between AMCI Acquisition Corp., a Delaware corporation (the “Company”), and AMCI Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • October 16th, 2020 • AMCI Acquisition Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of October 12, 2020, by [_______________________] (the “Subject Party”) in favor of and for the benefit of AMCI Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), Advent Technologies Inc., a Delaware company (together with its successors, the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
FORM OF VOTING AGREEMENTVoting Agreement • October 16th, 2020 • AMCI Acquisition Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of October 12, 2020, by and among (i) AMCI Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) Advent Technologies Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
WARRANT AGREEMENTWarrant Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 15, 2018, is by and between AMCI Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 16th, 2020 • AMCI Acquisition Corp. • Blank checks • New York
Employment AgreementEmployment Agreement • August 18th, 2021 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2021 by and between Advent Technologies, Inc. (the “Company”) and Kevin Brackman (the “Executive”). This Agreement and the Executive’s employment with the Company shall be effective as of July 2, 2021 (“Effective Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2024 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2024 between Advent Technologies Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page (including its successors and assigns, the “Investor”.
LEASELease • March 26th, 2021 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
Lease dated as of the 5th day of March, 2021 by and between Hood Park, LLC, a Massachusetts limited liability company, as landlord (“Landlord”), and Advent Technologies, Inc., a Delaware corporation, as tenant (“Tenant”).
AMCI Acquisition Corp. Greenwich, CT 06830Securities Subscription Agreement • October 25th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 25, 2018 by and between AMCI Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and AMCI Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2023 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2023, is entered into by and between ADVENT TECHNOLOGIES HOLDINGS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
BOSTON, MASSACHUSETTS Lease Dated February 5, 2021Lease Agreement • February 9th, 2021 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building known as 200 Clarendon Street, Boston, Massachusetts 02116.
AMCI Acquisition Corp.Sponsor Warrant Letter • October 16th, 2020 • AMCI Acquisition Corp. • Blank checks
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of October 12, 2020 (as amended, the “Merger Agreement”), by and among AMCI Acquisition Corp., a Delaware corporation (the “Purchaser”), AMCI Merger Sub Corp., a Delaware corporation, AMCI Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder, Vassilios Gregoriou, in the capacity as the Seller Representative thereunder, and Advent Technologies, Inc., a Delaware corporation (the “Company”). Any capitalized terms used but not defined in this letter agreement (this “Agreement”) will have the meanings ascribed thereto in the Merger Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • July 6th, 2021 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Separation Agreement and General Release (“Agreement”) is entered into by you, William Hunter, on behalf of yourself, your heirs, executors, administrators, successors, assigns and anyone else who may sue on your behalf (collectively, “you”) and Advent Technologies Holdings, Inc., on behalf of itself, past and present subsidiaries, parent companies, affiliated entities, predecessors, successors, assigns, and their respective past and present officers, directors, employees, insurers and agents (collectively, “Company” or “Advent”), in accordance with the requirements of Section 5(d) of that certain Employment Agreement by and between you and the Company dated January 12, 2021 (the “Employment Agreement”). Capitalized terms used but not otherwise defined in this Agreement are as defined in the Employment Agreement.
Lease AgreementLease Agreement • March 31st, 2022 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
SENIOR NOTESenior Note • August 5th, 2024 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Florida
THIS SECURITY HAS NOT 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. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
AMCI ACQUISITION CORP.Administrative Support Agreement • November 9th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
This letter agreement by and between AMCI Acquisition Corp. (the “Company”) and AMCI Holdings LLC (“AMCI Holdings”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 6th, 2021 • AMCI Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies
This Second Amendment (this “Second Amendment”) to Agreement and Plan of Merger is made and entered into effective as of December 31, 2020, by and among (i) AMCI Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) AMCI Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) AMCI Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Merger Agreement (as defined below) (the “Purchaser Representative”), (iv) Vassilios Gregoriou, in the capacity as the Seller Representative under the Merger Agreement (the “Seller Representative”), and (v) Advent Technologies Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 16th, 2020 • AMCI Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2020 by and among (i) AMCI Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) AMCI Sponsor LLC, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
THIRD AMENDMENT TO LEASELease • July 12th, 2024 • Advent Technologies Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of the 29th day of June, 2024 by and between HOOD PARK LLC, a Massachusetts limited liability company with an address of 6 Kimball Lane, Lynnfield, Massachusetts 01940 (“Landlord”) and ADVENT TECHNOLOGIES, INC., a Delaware corporation with an address of 500 Rutherford Avenue, Suite 102, Boston, Massachusetts 02129 (“Tenant”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 20th, 2020 • AMCI Acquisition Corp. • Blank checks
This First Amendment (this “First Amendment”) to Agreement and Plan of Merger is made and entered into effective as of October 19, 2020, by and among (i) AMCI Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) AMCI Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) AMCI Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Merger Agreement (as defined below) (the “Purchaser Representative”), (iv) Vassilios Gregoriou, in the capacity as the Seller Representative under the Merger Agreement (the “Seller Representative”), and (v) Advent Technologies Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement.
AMCI ACQUISITION CORP.Administrative Support Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
This letter agreement by and between AMCI Acquisition Corp. (the “Company”) and AMCI Holdings, Inc. (“AMCI Holdings”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
