WARRANT AGREEMENT CLEAN EARTH ACQUISITIONS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY February 23, 2022Warrant Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 23, 2022, is by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York limited liability company, with offices at 6201 15th Avenue, Brooklyn, New York 11219, as warrant agent (in such capacity, the “Warrant Agent”).
Clean Earth Acquisitions Corp. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York
Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
Clean Earth Acquisitions Corp. 20,000,000 Units UNDERWRITING AGREEMENTClean Earth Acquisitions Corp. • February 9th, 2022 • Blank checks • New York
Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2022 (“Agreement”), by and between Clean Earth Acquisitions Corp., a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ALTERNUS CLEAN ENERGY, INC.Alternus Clean Energy, Inc. • April 23rd, 2024 • Electric & other services combined • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 19, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the three (3) year anniversary of the effective date of the registration statement registering the Warrant Shares (as defined below) is deemed effective (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), up to 241,109 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Placement Agency
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2023, by and between ALTERNUS CLEAN ENERGY INC., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 23, 2022 by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the February 23, 2022, by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and Clean Earth Acquisitions Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 12th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “Investor Rights Agreement”), dated as of October 12, 2022 (the “Effective Date”), is made by and among (i) Clean Earth Acquisitions Corp., a Delaware corporation (“PubCo”); (ii) Clean Earth Acquisitions Sponsor, LLC, a Delaware limited liability company (“Sponsor”); (iii) Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (“Seller”); and (iv) each other Person who executes a joinder as an “Other Holder” (collectively, the “Other Holders”). Each of PubCo, Sponsor, Seller and the Other Holders may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Business Combination Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2024 • Alternus Clean Energy, Inc. • Electric & other services combined • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2024 (the “Subscription Date”), is by and among Alternus Clean Energy, Inc., a Delaware corporation with offices located at 360 Kingsley Park Drive, Suite 250, Fort Mill, South Carolina 29715 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (the “Schedule of Buyers”) (individually, a “Buyer” and, collectively, the “Buyers” and, together with the Company, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2022, is made and entered into by and among Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), Clean Earth Acquisitions Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holder” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2021 • Clean Earth Acquisitions Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined • New York
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 18, 2023, is made by and among Clean Earth Acquisitions Corp., a Delaware corporation (“SPAC” and after the Closing (defined below), “Pubco”), the undersigned investor (collectively, the “Investor”), and Clean Earth Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
INSIDER LETTER AGREEMENTInsider Letter Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one right to receive one-tenth (1/10) of one share of Common Stock (each, a “Right”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, su
FORM OF INSIDER LETTER AGREEMENTInsider Letter Agreement • December 1st, 2021 • Clean Earth Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each 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 regi
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 19th, 2021 • Clean Earth Acquisitions Corp. • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2021 (“Agreement”), by and between Clean Earth Acquisitions Corp., a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 23, 2022, by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York limited liability company (the “Rights Agent”).
DATED 1 September 2022 Employment Contract (Agreement)Private and Confidential • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined
EXECUTION COPY Share Purchase AgreementShare Purchase Agreement • January 17th, 2024 • Alternus Clean Energy, Inc. • Electric & other services combined
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined • South Carolina
This Employment Agreement (the “Agreement”), effective as of December 22, 2023, is by and among Alternus Clean Energy Inc. (the “Company”) and Taliesin Durant, (the “Executive”).
DATED June 1, 2022 LOAN AGREEMENT CONTENTSLoan Agreement • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined
WHEREAS the Borrower has requested the Lender to provide the Facility (as hereafter defined) upon the terms and conditions of this Agreement and the Lender has agreed to do so.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined • Delaware
This Consulting Services Agreement (the “Agreement”) is made effective as of May 15, 2021 ("Effective Date"), by and between Altemus Energy Americas Inc., a Delaware corporation ("Company") and VestCo Corp., a Delaware corporation ("VestCo"). The Company and VestCo (collectively "Parties") agree to the following terms and conditions:
FORBEARANCE AGREEMENT AND CONSENT AND WAIVERForbearance Agreement and Consent and Waiver • October 3rd, 2024 • Alternus Clean Energy, Inc. • Electric & other services combined • Delaware
This Forbearance Agreement and Consent and Waiver (this “Agreement”) is entered into and made effective as of October 1, 2024 (the “Effective Date”) by and between Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and ________________ (the “Investor”). The Company and the Investor may each be referred to individually as a “Party” and collectively as the “Parties.” Except as indicated otherwise, capitalized terms used herein and not defined herein shall have the meanings given to them in the April Financing Documents (as defined below).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 30th, 2023 • Clean Earth Acquisitions Corp. • Electric & other services combined • New York
This Amendment to the Investment Management Trust Agreement (this “Amendment Agreement”) is entered into effective as of May 26, 2023 (the “Effective Date”) by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 12th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2022 by and among Clean Earth Acquisitions Corp., a Delaware corporation (“Purchaser”), Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (“Seller”), and Clean Earth Acquisitions Sponsor, LLC, a Delaware limited liability company (“Sponsor”).
Clean Earth Acquisitions Corp. 12600 Hill Country Blvd, Building R, Suite 275 Bee Cave, Texas 78738 Re: Clean Earth Acquisitions Corp.—Forfeiture of Remaining Deferred Discount Ladies and Gentlemen:Underwriting Agreement • April 18th, 2023 • Clean Earth Acquisitions Corp. • Electric & other services combined
This letter references (i) the underwriting agreement (the “Underwriting Agreement”), dated February 23, 2022, between Citigroup Global Markets Inc. (“ Citigroup”), as representative of the underwriters named on Schedule I of the Underwriting Agreement (the “Underwriters”), and Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), providing for the issuance and sale to the several Underwriters of an aggregate of 20,000,000 units of the Company, in addition to 3,000,000 units of the Company on exercise of the over-allotment option and (ii) that certain letter agreement (the “First Letter Agreement, dated July 26, 2022, between Citigroup and the Company providing for the forfeiture by Citigroup of 50% of its shares of the Deferred Discount. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Underwriting Agreement.
AMENDMENT AGREEMENT NO. 3 dated ____ July 2023Amendment Agreement • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (originally dated October 12, 2022) Dated December 18, 2023 by and among CLEAN EARTH ACQUISITIONS CORP., ALTERNUS ENERGY GROUP PLC and CLEAN EARTH ACQUISITIONS SPONSOR, LLC in its capacity as the...Business Combination Agreement • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined • Delaware
This Amended and Restated Business Combination Agreement (this “Agreement”), dated as of December 18, 2023, is made by and among Clean Earth Acquisitions Corp., a Delaware corporation (“Purchaser”), Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (“Seller”), and Clean Earth Acquisitions Sponsor, LLC, a Delaware limited liability company, in its capacity as the representative of Purchaser and solely for purposes of Sections 8.06 and 9.02 (the “Purchaser Representative”). Purchaser and Seller are each referred to herein as a “Party” and, collectively, as the “Parties.”
Definitive Settlement Agreement SignedDefinitive Settlement Agreement • January 16th, 2024 • Alternus Clean Energy, Inc. • Electric & other services combined
Dublin, Ireland – 12 January, 2024 – Utility-scale transatlantic clean energy independent power producer (IPP) Alternus Energy Group Plc (OSE: ALT) (“AEG”) today announces that it and its majority owned subsidiary, Alternus Clean Energy, Inc. (Nasdaq: ALCE) (“Alternus”), entered into a settlement agreement with Nordic ESG and Impact Fund SCSp and AVG Group S.a.r.l., now known as Greenlight Group (www.greenlightgroup.io), pursuant to which Alternus issued to AVG 7,765,000 shares of ALCE restricted common stock as full and final payment of AEG’s €8m senior note.
BUSINESS COMBINATION AGREEMENT dated as of October 12, 2022 by and among CLEAN EARTH ACQUISITIONS CORP., ALTERNUS ENERGY GROUP PLC and CLEAN EARTH ACQUISITIONS SPONSOR, LLC in its capacity as the Purchaser Representative and solely for purposes of...Business Combination Agreement • October 12th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2024 • Alternus Clean Energy, Inc. • Electric & other services combined
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2024 (the “Agreement Date”), is by and among Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached to the Securities Purchase Agreement (as defined below) (collectively, the “Buyers” and, together with the Company, the “Parties” and each, a “Party”). Certain capitalized terms used herein are defined in Section 1. Except as otherwise defined herein, capitalized terms have the meanings given to them in the Securities Purchase Agreement.
CONTRACT OF EMPLOYMENTContract of Employment • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined
This Contract of Employment (the “Contract”), dated as of the 31st of March, 2021, is by and between Alternus Energy Group plc., an Irish company with registration number 642708 located at Suite 11, Plaza 212, Blanchardstown Corporate Park 2, Dublin 15 (the “Company”) and Mr. Gary Swan, an individual and Irish citizen residing at 55 Heathervue, Greystones, Co. Wicklow. (the “Employee”).
RIGHTS AGREEMENTRights Agreement • February 9th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of __________, 2022, by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York limited liability company (the “Rights Agent”).
Dated: 22 of December 2023 Employment Contract (Agreement)Alternus Clean Energy, Inc. • December 22nd, 2023 • Electric & other services combined
VOTING AGREEMENTVoting Agreement • October 3rd, 2024 • Alternus Clean Energy, Inc. • Electric & other services combined • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of October 1, 2024, is by and among Alternus Clean Energy, Inc., a Delaware corporation with offices located at 360 Kingsley Park Drive, Suite 250, Fort Mill, South Carolina 29715 (the “Company”), and each Person listed on Schedule A hereto (each, a “Key Holder” and, collectively with the Company, the “Parties”). Except as otherwise defined herein, capitalized terms have the meanings given to them in the Securities Purchase Agreement (as defined below).
