SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2023 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus
This Securities Purchase Agreement, which was initially entered into as of March 9, 2023 and was amended and restated as of March 24, 2023 is hereby further amended and restated as of April 14, 2023 (as amended and restated, this “Agreement”), among Econovation, LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), SK ecoplant Co., Ltd., a company formed under the laws of the Republic of Korea (the “Seller,” which shall include its capacity as the Manager of the Company), Blooming Green Energy Limited, a company formed under the laws of the Republic of Korea (the “Purchaser”), and ESG Blooming Private Equity Fund, an institutional private equity fund formed under the laws of the Republic of Korea (the “PEF”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • December 12th, 2022 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus
Bloom Energy Corporation, a corporation duly organized and validly existing under the laws of the State of Delaware, United States of America with its head corporate office at 4353 North 1st Street, San Jose, California 95134 (“Bloom Energy”); and
AMENDMENT TO THE JOINT VENTURE AGREEMENTJoint Venture Agreement • December 12th, 2022 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus
This Amendment (this “Amendment”) dated as of October 23, 2021, to that Joint Venture Agreement (“JVA”) dated as of September 24, 2019, is executed by and between SK ecoplant Co., Ltd. (f/k/a SK Engineering & Construction Co., Ltd.) (“SK”) and Bloom Energy Corporation (“Bloom Energy”). SK and Bloom Energy shall be referred to individually as a “Party” and collectively as “Parties.” Capitalized terms used but not defined herein have the meanings ascribed to them in the JVA.
FACILITY AGREEMENT DATED 12 DECEMBER 2021 USD95,000,000 K-SURE OVERSEAS INVESTMENT INSURANCE (INVESTMENT FINANCING) FACILITY FOR SK ECOPLANT CO., LTD. as Borrower PROVIDED BY BNP PARIBASFacility Agreement • December 12th, 2022 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus
INVESTOR AGREEMENT By and Between SK ECOPLANT CO., LTD. AND BLOOM ENERGY CORPORATION Dated as of December 29, 2021Investor Agreement • December 12th, 2022 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus • New York
THIS INVESTOR AGREEMENT (this “Agreement”) is made as of December 29, 2021, by and between SK ecoplant Co., Ltd. (the “Investor”) and Bloom Energy Corporation, a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENT By and Between SK ECOPLANT CO., LTD. AND BLOOM ENERGY CORPORATION Dated as of October 23, 2021Securities Purchase Agreement • December 12th, 2022 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 23, 2021, by and between SK ecoplant Co., Ltd. (the “Investor”), a company organized under the laws of the Republic of Korea (“Korea”), with its principal place of business at 32 Insa-dong 7-gil, Jongno-gu, Seoul 03149, Korea, and Bloom Energy Corporation (the “Company”), a Delaware corporation, with its principal place of business at 4353 North First Street, San Jose, CA 95134. Each of the Investor and the Company is referred to in this Agreement as a “party” and together as the “parties.”
ContractSK Ecoplant Co., Ltd. • December 12th, 2022 • Electrical industrial apparatus
The bank must explain the important contents of this agreement to the reader and issue a copy of the basic terms and conditions for bank loan transactions and this agreement.
Commercial Collaboration AgreementCommercial Collaboration Agreement • December 12th, 2022 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus • New York
This Commercial Collaboration Agreement (this “Agreement”) is entered into as of October 23, 2021 (the “Effective Date”) by and between Bloom Energy Corporation (“Bloom”), a corporation established under the laws of the State of Delaware, United States of America, and SK ecoplant Co., Ltd. (f/k/a SK Engineering & Construction Co., Ltd.), a corporation established under the laws of the Republic of Korea (“SK”). Each of Bloom and SK is referred to herein as a “Party,” and together as, the “Parties.”
Amended and Restated Preferred Distributor AgreementPreferred Distributor Agreement • December 12th, 2022 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus • California
This Amended and Restated Preferred Distributor Agreement (this “Agreement”) is entered into as of October 23, 2021 (the “Effective Date”) by and among Bloom Energy Corporation (“Bloom Corp”), a corporation established under the laws of the State of Delaware, United States of America, Bloom SK Fuel Cell, LLC (“JV”), a limited liability company organized under the laws of the Republic of Korea, and SK ecoplant Co., Ltd. (f/k/a SK Engineering & Construction Co., Ltd.) (“Distributor”), a corporation established under the laws of the Republic of Korea. Each of Bloom Corp, JV and Distributor are referred to herein as a “Party,” and together, as the “Parties.”
AMENDMENT TO THE SIDE LETTER December 6, 2022SK Ecoplant Co., Ltd. • December 12th, 2022 • Electrical industrial apparatus
This Amendment to Side Letter, dated as of December 6, 2022 (this “Amendment”) is being entered into in connection with the Side Letter, dated as of August 16, 2022 (the “Side Letter”), between SK ecoplant Co., Ltd. (the “Investor”) and Bloom Energy Corporation (the “Company” and together with the Investor, the “Parties”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ECONOVATION, LLCLimited Liability Company Agreement • March 24th, 2023 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus • New York
This Amended and Restated Limited Liability Company Agreement (as amended or restated from time to time, this “Agreement”) of Econovation, LLC (the “Company”) is entered into as of March 24, 2023 (the “Effective Date”), by SK ecoplant Co., Ltd. (“SK” and in its capacity as a Member, the “Majority Member”) and Blooming Green Energy Limited (the “SPC,” and in its capacity as a Member, the “Minority Member” and, together with the Majority Member, the “Members,” and each a “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”).
CONTRIBUTION AGREEMENT March 23, 2023Contribution Agreement • March 24th, 2023 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus • Delaware
This Contribution Agreement (this “Agreement”) is being entered into as of March 23, 2023 between Econovation, LLC, a limited liability company organized under the laws of Delaware (the “Company”), and SK ecoplant Co., Ltd., a private company limited organized under the laws of the Republic of Korea (“SK”).
AMENDMENTS TO SECURITIES PURCHASE AGREEMENT AND INVESTOR AGREEMENTSecurities Purchase Agreement and Investor Agreement • March 24th, 2023 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus
This Amendment dated as of March 20, 2023 (this “Amendment”) is being entered into between SK ecoplant Co., Ltd. (the “Investor”) and Bloom Energy Corporation (the “Company”) to amend the Securities Purchase Agreement, dated as of October 23, 2021 (the “Existing SPA” and, as amended by this Amendment, the “Amended SPA”) and the Investor Agreement, dated as of December 29, 2021 (the “Existing IA” and as amended by this Amendment, the “Amended IA”), in each case, between the Investor and the Company.
EARLY CLOSE AGREEMENT February 27, 2023Early Close Agreement • March 14th, 2023 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus
This Early Close Agreement, dated as of February 27, 2023 (this “Agreement”), is being entered into by SK ecoplant Co., Ltd. (the “Investor”) and Bloom Energy Corporation (the “Company”).
SHAREHOLDER’S LOAN AGREEMENT Between Bloom Energy Corporation, as Borrower, and SK ecoplant Co., Ltd., as Lender As of March 20, 2023Loan Agreement • March 24th, 2023 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus • New York
Bloom Energy Corporation, a Delaware corporation (the “Borrower”), and SK ecoplant Co., Ltd. a company formed under the laws of the Republic of Korea (the “Lender”), are entering into this Loan Agreement (this “Agreement”) as of March 20, 2023 (the “Effective Date”).
CONFIDENTIAL TREATMENT REQUESTEDSK Ecoplant Co., Ltd. • October 4th, 2022 • Electrical industrial apparatus
This Side Letter dated as of August 16, 2022 (this “Side Letter”) is being entered into between SK ecoplant Co., Ltd. (the “Investor”) and Bloom Energy Corporation (the “Company”).
Members AgreementMembers Agreement • March 24th, 2023 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus
JOINT FILING AGREEMENTJoint Filing Agreement • March 14th, 2023 • SK Ecoplant Co., Ltd. • Electrical industrial apparatus
This Joint Filing Agreement (this “Agreement”) is being entered into as March 10, 2023, between SK ecoplant Co., Ltd. (“SK”), Econovation, LLC, and Blooming Green Energy Limited.
CONFIDENTIAL TREATMENT REQUESTEDSK Ecoplant Co., Ltd. • December 12th, 2022 • Electrical industrial apparatus
This Side Letter dated as of August 16, 2022 (this “Side Letter”) is being entered into between SK ecoplant Co., Ltd. (the “Investor”) and Bloom Energy Corporation (the “Company”).
