DISTRIBUTION AGREEMENT BY AND BETWEEN ENERGY RESEARCH CORPORATIONDistribution Agreement • March 9th, 1999 • Energy Research Corp /Ny/ • Miscellaneous electrical machinery, equipment & supplies • Connecticut
and FCE CANADA INC. as Vendor andShare Purchase Agreement • June 14th, 2004 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Alberta
FuelCell Energy, Inc. 34,518,539 Shares of Common Stock Underwriting AgreementFuelcell Energy Inc • December 4th, 2020 • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 19,822,219 shares of common stock, par value $0.0001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 14,696,320 shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 5,177,781 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
1 Exhibit 1.1 FUELCELL ENERGY, INC. (a Delaware corporation) 1,300,000 Shares of Common Stock PURCHASE AGREEMENT Dated: April __, 2000 2 TABLE OF CONTENTSPurchase Agreement • March 31st, 2000 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
by and betweenConfidential Treatment • February 1st, 1999 • Energy Research Corp /Ny/ • Miscellaneous electrical machinery, equipment & supplies
FUELCELL ENERGY, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementFuelcell Energy Inc • October 4th, 2019 • Miscellaneous electrical machinery, equipment & supplies • New York
WITNESSETH: ----------Security Agreement • September 14th, 2000 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
LEASELease • June 15th, 2000 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
ARTICLE 1 EMPLOYMENT AND DUTIESEmployment Agreement • January 29th, 1998 • Energy Research Corp /Ny/ • Miscellaneous electrical machinery, equipment & supplies • Connecticut
Confidential treatment has been requested for portions of this document, deleted portions are blacked out. Represented by [***] AGREEMENTFuelcell Energy Inc • March 14th, 2000 • Miscellaneous electrical machinery, equipment & supplies
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2016 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 6, 2016, is by and among FuelCell Energy, Inc., a Delaware corporation with headquarters located at 3 Great Pasture Road, Danbury, Connecticut 06813 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ARTICLE 1 ---------Employment Agreement • February 1st, 1999 • Energy Research Corp /Ny/ • Miscellaneous electrical machinery, equipment & supplies • Connecticut
33,500 Shares of Series C Convertible Preferred Stock par value $0.01 FUELCELL ENERGY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2017 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
BETWEENEnergy Research Corp /Ny/ • September 15th, 1998 • Miscellaneous electrical machinery, equipment & supplies
ANDConfidentiality Agreement • September 15th, 1998 • Energy Research Corp /Ny/ • Miscellaneous electrical machinery, equipment & supplies • Stockholm
EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of January, 1997 between ENERGY RESEARCH CORPORATION, a New York corporation ("Employer"), and DR. BERNARD S. BAKER, an individual with a mailing address at P.O. Box 166,...Employment Agreement • January 29th, 1997 • Energy Research Corp /Ny/ • Miscellaneous electrical machinery, equipment & supplies • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • June 11th, 2021 • Fuelcell Energy Inc • Electrical industrial apparatus • New York
FuelCell Energy, Inc. 50,025,000 Shares of Common Stock Underwriting AgreementLetter Agreement • October 2nd, 2020 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 43,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 6,525,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
Export-Import Bank of the United States Working Capital Guarantee Program Borrower AgreementBorrower Agreement • June 8th, 2012 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies
FORM OF SENIOR INDENTURE by and between FUELCELL ENERGY, INC. as Issuer, and as Trustee Dated as ofSenior Indenture • January 9th, 2015 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
SENIOR INDENTURE (this “Indenture”), dated as of , by and between FUELCELL ENERGY, INC., a Delaware corporation (the “Company”), as issuer, and , a , as trustee (the “Trustee”).
FORM OF SUBORDINATED INDENTURE by and between FUELCELL ENERGY, INC. as Issuer, and as Trustee Dated as ofSubordinated Indenture • January 9th, 2015 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
SUBORDINATED INDENTURE (this “Indenture”), dated as of , by and between FUELCELL ENERGY, INC., a Delaware corporation (the “Company”), as issuer, and , a , as trustee (the “Trustee”).
10,160,428 Units Each Unit consisting of One Share of Common Stock, par value $0.0001, and One Warrant to Purchase 1.0 Share of Common Stock And up to 10,000,000 Additional Shares of Common Stock FUELCELL ENERGY, INC. PLACEMENT AGENT AGREEMENTFuelcell Energy Inc • January 10th, 2011 • Miscellaneous electrical machinery, equipment & supplies • New York
EXHIBIT 10.48 (CONFIDENTIAL TREATMENT REQUESTED ON CERTAIN PORTIONS OF THIS DOCUMENT) TECHNOLOGY TRANSFER AND LICENSE AGREEMENT THIS AGREEMENT is made and entered into this 20th day of January, 1997, by and between CORNING INCORPORATED, a New York...Transfer and License Agreement • March 14th, 1997 • Energy Research Corp /Ny/ • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc. 100,000 Shares of 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1000 per share)* REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2004 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, 100,000 Shares of 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1,000 per share) (the “Preferred Stock”), of the Company (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to 35,000 additional shares of Preferred Stock (the “Option Securities” and, together with the Firm Securities, the “Securities”), upon the terms set forth in the Purchase Agreement between the Company and the Representative dated November 11, 2004 (the “Purchase Agreement”) relating to the initial placement (the “Initial Placement”) of the Securities. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder
Confidential Treatment has been Requested for portions of this document, Deleted portions are marked with an asterisk. TECHNOLOGY TRANSFER AND LICENSE AGREEMENT FOR Ni-Zn BATTERY TECHNOLOGY BETWEEN XIAMEN DAILY-USED CHEMICALS CO., LTD. NAN YA PLASTICS...Technology Transfer and License Agreement • June 16th, 1998 • Energy Research Corp /Ny/ • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc. 100,000 Shares of 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1,000 per share)* Purchase AgreementFuelcell Energy Inc • November 22nd, 2004 • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, 100,000 shares of 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1,000 per share) (the “Preferred Stock”), of the Company (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to 35,000 additional shares of Preferred Stock (the “Option Securities” and, together with the Firm Securities, the “Securities”). The Securities are convertible into shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company at the conversion price set forth herein. The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of the Closing Date, between
STACK TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (“STTA”) dated as of October 27, 2009 between FUELCELL ENERGY, INC. and POSCO POWERStack Technology Transfer and License Agreement • April 13th, 2010 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
THIS STACK TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (this “Agreement”) is made and entered into this 27th day of October, 2009, by and between FUELCELL ENERGY, INC., a Delaware corporation having a place of business at 3 Great Pasture Rd., Danbury, CT 06813, U.S.A. (“FCE”) and POSCO POWER, a Korean corporation having a place of business at Posteel Tower 20th floor, 735-3, Yeoksam-dong, Gangnam-gu, Seoul 135-080, Korea (“POSCO Power”).
ContractSecurity Agreement • August 24th, 2023 • Fuelcell Energy Inc • Electrical industrial apparatus • Connecticut
THIS AGREEMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF BY AND AMONG CONNECTICUT GREEN BANK, A QUASI-PUBLIC AGENCY OF THE STATE OF CONNECTICUT, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF SUBORDINATED LENDERS, AND LIBERTY BANK, A MUTUAL SAVINGS BANK, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF SENIOR LENDERS (AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”).
CREDIT AGREEMENT Dated as of August 18, 2023 among FUELCELL ENERGY FINANCE HOLDCO, LLC as Borrower, LIBERTY BANK, as Administrative Agent and Lead Arranger and THE LENDERS PARTY HERETOCredit Agreement • August 24th, 2023 • Fuelcell Energy Inc • Electrical industrial apparatus • Connecticut
This CREDIT AGREEMENT is entered into as of August 18, 2023, among FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and LIBERTY BANK, a mutual savings bank, as Administrative Agent and Lead Arranger.
SECURITIES PURCHASE AGREEMENT by and between FUELCELL ENERGY, INC. and POSCO ENERGY CO., LTD. April 30, 2012Securities Purchase Agreement • May 2nd, 2012 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 30, 2012, is made by and between FUELCELL ENERGY, INC., a Delaware corporation (the “Company”), and POSCO ENERGY Co., Ltd., a Korean corporation, together with its permitted transferee (the “Purchaser”). Capitalized terms used herein and not otherwise defined have the meanings given to them in Exhibit A.
EXCHANGE AGREEMENTExchange Agreement • February 21st, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This Exchange Agreement (the “Agreement”) is entered into as of February 21, 2019, by and among FuelCell Energy, Inc., a Delaware corporation with offices located at 3 Great Pasture Road, Danbury, Connecticut 06810 (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the following facts:
TECHNOLOGY TRANSFER, LICENSE AND DISTRIBUTION AGREEMENT dated as of February 7, 2007 between FUELCELL ENERGY, INC. and POSCO POWERLicense and Distribution Agreement • February 8th, 2010 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
THIS TECHNOLOGY TRANSFER, LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into this 7th day of February, 2007, by and between FUELCELL ENERGY, INC., a Delaware corporation having a place of business at 3 Great Pasture Rd., Danbury, CT 06813, U.S.A. (“FCE”) and POSCO POWER, a Korean corporation having a place of business at Dacom Building 10 th Fl., 706-1 Yeoksam-dong, Kangnam-gu, Seoul 135-987, Korea (“POSCO Power”).
6,737,166 Shares FUELCELL ENERGY, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 17th, 2009 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 6,737,166 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Company hereby confirms its several agreement with Canaccord Adams Inc. (“Canaccord”) and Lazard Capital Markets LLC (“LCM”) as set forth below. Canaccord and LCM are each individually referred to herein as a “Placement Agent” and collectively as the “Placement Agents.” The Shares are more fully described in the Prospectus (as defined below).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 12th, 2020 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
PURCHASE AND SALE CONTRACTPurchase and Sale Contract • April 13th, 2010 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This PURCHASE AND SALE CONTRACT (the “Contract”) is made and entered into this 9th day of June, 2009, by and between POSCO Power Corporation, a corporation duly organized and existing under the laws of the Republic of Korea having a place of business at Posteel Tower 20th floor, 735-3, Yeoksam-dong, Gangnam-gu, Seoul 135-080, Korea (hereinafter referred to as “POSCO Power” or the “Buyer”) and FuelCell Energy, Inc., a corporation duly organized and existing under the laws of the State of Delaware, U.S.A., with its principal office at 3 Great Pasture Rd., Danbury, Connecticut, U.S.A. (hereinafter referred to as “FCE” or the “Seller”).
