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
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”).
VOTING AGREEMENTVoting Agreement • April 23rd, 2024 • Alternus Clean Energy, Inc. • Electric & other services combined • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of April 19, 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 23rd, 2024 • Alternus Clean Energy, Inc. • Electric & other services combined • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2024 • Alternus Clean Energy, Inc. • Electric & other services combined
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 19, 2024, 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.
