REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2020 • Fusion Fuel Green LTD • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 2nd day of July, 2018, by and among HL Acquisitions Corp., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FUSION FUEL GREEN PLC, As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE (1)Indenture • May 5th, 2022 • Fusion Fuel Green PLC • Electrical industrial apparatus
INDENTURE, dated as of [__________] [___], 20[_], between Fusion Fuel Green plc, a public company incorporated in Ireland (the “Company”), and [_____________], a [______________], as trustee (the “Trustee”):
WARRANT AGREEMENTWarrant Agreement • August 12th, 2020 • Fusion Fuel Green LTD • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of July 2, 2018 is between HL Acquisitions Corp., a British Virgin Islands company, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2023 • Fusion Fuel Green PLC • Electrical industrial apparatus
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 21, 2023, is by and among Fusion Fuel Green PLC, a public limited company formed under the laws of Ireland with offices located at The Victorians, 15-18 Earlsfort Terrace, Saint Kevin’s, Dublin 2, D02 YX28, Ireland (the “Company”), and the undersigned subscribers (each, a “Buyer,” and collectively, the “Buyers”).
FUSION FUEL GREEN PLC Class A Ordinary Shares (par value $0.0001 per share)At Market Issuance Sales Agreement • June 6th, 2022 • Fusion Fuel Green PLC • Electrical industrial apparatus • New York
RIGHTS AGREEMENTRights Agreement • August 12th, 2020 • Fusion Fuel Green LTD • New York
Agreement made as of July 2, 2018 between HL Acquisitions Corp., a British Virgin Islands company, with offices at 499 Park Avenue, 12th Floor, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Right Agent”).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG HL ACQUISITIONS CORP., FUSION WELCOME – FUEL, S.A.,Business Combination Agreement • August 25th, 2020 • Fusion Fuel Green LTD • Gas & other services combined • New York
THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT is made and entered into as of August 25, 2020, by and among HL Acquisitions Corp., a British Virgin Islands business company (“HL”), Fusion Welcome – Fuel, S.A., a public limited company domiciled in Portugal, sociedade anónima (the “Company”), Fusion Fuel Green Limited, formerly known as Dolya Holdco 3 Limited, a private limited company domiciled in Ireland (“Parent”), Fusion Fuel Atlantic Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Merger Sub”), and the shareholders of the Company set forth on the signature pages hereto (“Company Shareholders”). The term “Agreement” as used herein refers to this Amended and Restated Business Combination Agreement, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the HL Schedule, as defined in the preambles to Articles III and V hereof, respectively). Each of Parent, HL, Merger Sub, the Comp
SPECIAL ELIGIBILITY AGREEMENT FOR SECURITIES Irish Shares and Irish Warrants – Fusion Fuel Green PLCSpecial Eligibility Agreement for Securities • November 5th, 2020 • Fusion Fuel Green PLC • Gas & other services combined • New York
SPECIAL ELIGIBILITY AGREEMENT FOR SECURITIES, dated as of [___________], 2020 (as amended, modified or supplemented, this “Agreement”), among The Depository Trust Company (“DTC”), Cede & Co. (“Cede”), National Securities Clearing Corporation (“NSCC”), Fusion Fuel Green PLC, a public limited company incorporated under the laws of Ireland previously known as Fusion Fuel Green Limited and Dolya Holdco 3 Limited (the “Issuer”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company acting as a transfer agent for the Issuer (the “Transfer Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2020 • Fusion Fuel Green PLC • Gas & other services combined • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amended and Restated Registration Rights Agreement”) is entered into as of December 10, 2020, by and among HL Acquisitions Corp., a British Virgin Islands company (“HL”), Fusion Fuel Green PLC, a public limited company incorporated in Ireland (“Parent”), the Fusion Fuel Shareholders (as defined below), the individuals and entities listed under HL Investors on the signature pages hereto (each, an “HL Investor” and collectively, the “HL Investors”), the individuals and entities listed under HL Affiliates on the signature pages hereto (each, an “HL Affiliate” and collectively, the “HL Affiliates”), EarlyBirdCapital, Inc. (“EBC”) and the designees of EBC listed under EBC Designees on the signature pages hereto (collectively, the “EBC Designees”) and the individuals listed under Directors on the signature pages hereto, either in their individual capacities or on behalf of an entity controlled by them (each, a “Director” and coll
AMENDED AND RESTATED STOCK ESCROW AGREEMENTStock Escrow Agreement • December 17th, 2020 • Fusion Fuel Green PLC • Gas & other services combined • New York
This AMENDED AND RESTATED STOCK ESCROW AGREEMENT, dated as of December 10, 2020 (“Amended and Restated Escrow Agreement”), by and among HL ACQUISITIONS CORP., a British Virgin Islands company (“HL”), FUSION FUEL GREEN PLC, a public limited company incorporated in Ireland (“Parent”), the individuals and entities listed on Exhibit A hereto (collectively the “Founders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”) amends and restates in its entirety that certain Stock Escrow Agreement by and among HL, the Founders, and the Escrow Agent dated June 27, 2018 (“Prior Agreement”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • December 17th, 2020 • Fusion Fuel Green PLC • Gas & other services combined • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (“Agreement”) is entered into as of December 10, 2020, by and between Fusion Fuel Green PLC, a public limited company incorporated in Ireland (“Parent”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Warrant Agent”).
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • December 17th, 2020 • Fusion Fuel Green PLC • Gas & other services combined • New York
This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2020 by and among Fusion Fuel Green PLC (formerly known as Fusion Fuel Green Limited and Dolya Holdco 3 Limited) (“Parent”), Fusion Welcome – Fuel, S.A. (the “Company”), Fusion Welcome, S.A. (“Company Shareholder Representative”) as the representative of the Company Shareholders (as defined in the Business Combination Agreement), HL Acquisitions Corp. (“HL”), Jeffrey Schwarz (“HL Representative”) as the representative of the former shareholders of HL, and Continental Stock Transfer & Trust Company (the “Escrow Agent”). Parent, the Company, the Company Shareholder Representative, HL, and the HL Representative are collectively referred to in this Agreement as the “Escrow Parties”. The Escrow Parties and the Escrow Agent are collectively referred to in this Agreement as the “Parties” and each individually as a “Party”.
employment agreementEmployment Agreement • January 3rd, 2022 • Fusion Fuel Green PLC • Electrical industrial apparatus • New York
This Employment Agreement (this “Agreement”) dated as of January 1, 2022 (the “Effective Date”) is made and entered into by and between Fusion Fuel USA, Inc., a Delaware corporation with a principal place of business at _____________________ (the “Company”), and Jason Baran, an individual whose principal address is located at _____________________ (the “Executive”). Fusion Fuel Green PLC, an Irish public limited company (“Parent”) is also hereby made a party to this Agreement solely for purposes of acknowledging and consenting to the Agreement and agreeing to be subject to Sections 9 and 10 of this Agreement.
NOVATION AGREEMENTNovation Agreement • December 17th, 2020 • Fusion Fuel Green PLC • Gas & other services combined • New York
THIS NOVATION AGREEMENT (the “Agreement”) is entered into as of December 10, 2020, by and among HL Acquisitions Corp., a British Virgin Islands company (“HL”), Fusion Fuel Green PLC, a public limited company incorporated in Ireland (“Parent”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Warrant Agent”).
FUSION FUEL GREEN PLCDeed of Indemnification • November 5th, 2020 • Fusion Fuel Green PLC • Gas & other services combined
This Deed of Indemnification (“Deed”) is made as of 2020 by and between Fusion Fuel Green plc, a public limited company incorporated in Ireland (registered number 669283) having its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”), Fusion Welcome – Fuel, S.A., a public limited company domiciled in Portugal, having its registered office at Ex-Siemens Facilities, Rua da Fábrica, S/N, Sabugo, 2715-376, Almargem do Bispo, Portugal (“FF” and together with the Company, the “Indemnitors”) and [ ● ] (the “Indemnitee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 12th, 2020 • Fusion Fuel Green LTD • New York
STOCK ESCROW AGREEMENT, dated as of July 2, 2018 (“Agreement”), by and among HL ACQUISITIONS CORP., a British Virgin Islands company (“Company”), the shareholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
CERTAIN PORTIONS OF THIS EXHIBIT AS FILED VIA EDGAR HAVE BEEN OMITTED. OMITTED INFORMATION HAS BEEN REPLACED IN THIS EXHIBIT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” sEPARATION agreementSeparation Agreement • June 8th, 2023 • Fusion Fuel Green PLC • Electrical industrial apparatus
This Separation Agreement (“Agreement”) is entered into by and between Fusion Fuel USA, Inc., a Delaware corporation (“FFUSA”), Fusion Fuel Green PLC, an Irish public limited company (“FFG”) (FFUSA and FFG, collectively referred to herein from time to time, the “Companies” and each individually referred to herein from time to time as the “Company”) and Zachary Steele (the “Executive”), effective as of June 2, 2023 (the “Effective Date”). The Companies and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.”
PROMISSORY SUB-LEASE AGREEMENTPromissory Sub-Lease Agreement • September 21st, 2020 • Fusion Fuel Green LTD • Gas & other services combined
MAGP INOVAÇÃO, S.A., with registered office at Rua da Fábrica, s/n, Sabugo, 2715-376 Almargem do Bispo, municipality of Sintra, registered with the Commercial Registry Office and with the Tax Authorities under number 510597270, with the share capital of €100,000.00, represented by Pedro Falcão e Cunha and Jaime Ferreira da Silva, in their capacity of directors, with powers for this act (the “Tenant”), and
SUB-LEASE AGREEMENTSub-Lease Agreement • October 9th, 2020 • Fusion Fuel Green PLC • Gas & other services combined
MAGP INOVAÇÃO, S.A., with registered office at Rua da Fábrica, s/n, Sabugo, 2715-376 Almargem do Bispo, municipality of Sintra, registered with the Commercial Registry Office and with the Tax Authorities under number 510597270, with the share capital of €100,000.00, represented by Pedro Falcão e Cunha and Jaime Ferreira da Silva, in their capacity of directors, with powers for this act (the “Tenant”), and
CONTRACT OF DISPOSAL OF INTELLECTUAL PROPERTY FUSION FUEL – MAGP (September 2018) CONTRACT OF INTELLECTUAL PROPERTY TRANSFERContract of Intellectual Property Transfer • September 21st, 2020 • Fusion Fuel Green LTD • Gas & other services combined
This Contract of Disposal of Intellectual Property is entered into freely and in good faith, and the Parties agree to abide by the terms and conditions set forth in the following clauses:
AMENDMENT TO CONTRACT OF DISPOSAL OF INTELLECTUAL PROPERTYContract of Disposal of Intellectual Property • October 9th, 2020 • Fusion Fuel Green PLC • Gas & other services combined
ContractContract of Disposal of Intellectual Property • September 21st, 2020 • Fusion Fuel Green LTD • Gas & other services combined
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT, MARKED BY [redacted], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
SUBSCRIPTION AGREEMENTSubscription Agreement • October 9th, 2020 • Fusion Fuel Green PLC • Gas & other services combined • New York
This Subscription Agreement (“Subscription Agreement”) is being used by Fusion Fuel Green Limited, currently a private limited company incorporated in Ireland (“Parent”), for a private placement of [●] Class A Ordinary Shares of Parent (the “Securities”), on the terms contained in this Subscription Agreement.
The picture can't be displayed. J \ \ Cs j Triple - Net Lease Agreement for non - housing purposes regarding urban industrial property located in Benavente "Fusion Factory" BY AND BETWEEN SCPI CORUM EURI0N - SUCURSAL EM PORTUGAL as landlord AND FUSION...Triple - Net Lease Agreement • May 16th, 2023 • Fusion Fuel Green PLC • Electrical industrial apparatus
ContractProduction Capacity Reservation Agreement • September 21st, 2020 • Fusion Fuel Green LTD • Gas & other services combined
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT, MARKED BY [redacted], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
SHAREHOLDERS’ AGREEMENT FUSION FUEL SPAIN, S.L. 22 July 2021 DocuSign Envelope ID: A8EDC92E - 2DBD - 4C58 - AFE3 - DC64E5084311Shareholder Agreement • May 16th, 2023 • Fusion Fuel Green PLC • Electrical industrial apparatus
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • November 27th, 2023 • Fusion Fuel Green PLC • Electrical industrial apparatus • New York
This SECURITIES SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of November 21, 2023, is by and among Fusion Fuel Green PLC, a public limited company incorporated in Ireland with offices located at The Victorians, 15-18 Earlsfort Terrace, Saint Kevin’s, Dublin 2, D02 YX28, Ireland (the “Company”), and each of the investors signatory hereto (individually, a “Holder” and collectively, the “Holders”).
MANAGING AGREEMENTManaging Agreement • August 12th, 2020 • Fusion Fuel Green LTD
FUSION WELCOME – FUEL, S.A., company with registered headquarters at Rua da Fábrica, s/n, Sabugo, 2715-376 Almargem do Bispo, with the sole and taxpayer number 514909439, social security number 25149094392, with the share capital of €50.000,00 (fifty thousand euros), represented for the purposes herein by Frederico Figueira de Chaves and João Teixeira Wahnon with the necessary powers, hereinafter referred to as “First Party” or “Company”,
The picture can't be displayed. Promissory Sale and Purchase Agreement of real estate property located in Benavente "Fusion Factory" BY AND BETWEEN FUSION FUEL PORTUGAL, S.A. as Promissory Seller AND SCPI CORUM EURION - SUCURSAL EM PORTUGAL as...Promissory Sale and Purchase Agreement • May 16th, 2023 • Fusion Fuel Green PLC • Electrical industrial apparatus
CONTINGENT CONSIDERATION FORFEITURE AGREEMENT RELATING TO THE BUSINESS COMBINATION AGREEMENT DATED 6 JUNE 2020 FUSION WELCOME – FUEL, S.A. (NOW NAMED FUSION FUEL PORTUGAL S.A.), FUSION FUEL GREEN PLCContingent Consideration Forfeiture Agreement • January 3rd, 2022 • Fusion Fuel Green PLC • Electrical industrial apparatus • New York
THIS AGREEMENT is made and entered into as of 31st of December, 2021, by and among Fusion Welcome – Fuel, S.A. (now named Fusion Fuel Portugal S.A.), a public limited company domiciled in Portugal, sociedade anónima (the “Company”), Fusion Fuel Green plc (formerly Dolya Holdco 3 Limited), a public limited company domiciled in Ireland (“Parent”) and certain of the shareholders of the Company set forth on the signature pages hereto (“Company Shareholders”). The term “Agreement” as used herein refers to this Agreement, as the same may be amended from time to time. Each of Parent, the Company, and the Company Shareholders are referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Business Combination Agreement.
