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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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ALTERNUS CLEAN ENERGY, INC.
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By:
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/s/ Vincent Browne
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Vincent Browne
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Chief Executive Officer, Interim Chief
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Exhibit 3.1
EXHIBIT A
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE.
THIS NOTE HAS BEEN ISSUED WITH 20% ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), VINCENT BROWNE, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). VINCENT BROWNE MAY BE REACHED AT TELEPHONE NUMBER (803) 372-7497.
THE HOLDER (AS DEFINED BELOW) ACKNOWLEDGES AND AGREES THAT IT HAS REVIEWED THE PARENT COMPANY’S (OTC: ALCE) PUBLICLY AVAILABLE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE HOLDER (AS DEFINED BELOW) FURTHER ACKNOWLEDGES THAT IT IS A SOPHISTICATED INVESTOR CAPABLE OF EVALUATING THE RISKS ASSOCIATED WITH THIS NOTE AND THE COMPANY, AND HAS RELIED SOLELY ON ITS OWN DUE DILIGENCE AND PROFESSIONAL ADVISORS IN MAKING ITS DECISION TO PURCHASE THIS NOTE.
ALT ALLIANCE LLC
SECURED PROMISSORY NOTE
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Issue Date: March __, 2026 |
Principal Amount: $ |
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Purchase Price Amount: $ |
THIS SECURED PROMISSORY NOTE is one of a series of duly authorized and validly issued Notes of Alt Alliance LLC, a Delaware limited liability corporation (the “Company”), (this “Note” and, collectively with the other notes of such series, the “Notes”). Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement.
FOR VALUE RECEIVED, the Company, promises to pay to the order of [*] (the "Payee" or “Holder”), at the office of the Payee or at such other place as Payee may designate in writing, the principal sum of [*] ($) (the "Principal Amount") on the terms set forth below. All payments hereunder shall be made in US Dollar currency and without setoff, deduction or counterclaim.
1. Definitions.
The following terms shall have the meanings herein specified:
"ALT Shares” means the common shares of Alt Alliance LLC
“ALCE” means Alternus Clean Energy, Inc., a Delaware company, with its common stock currently listed on the OTC Markets.
"Holder" means the Payee, and each endorsee, pledgee, assignee, owner and holder of this Note, as such; and any consent, waiver or agreement in writing by the then Holder with respect to any matter or thing in connection with this Note, whether altering any provision hereof or otherwise, shall bind all subsequent Holders. Notwithstanding the foregoing, the Company may treat the registered holder of this Note as the Holder for all purposes.
"Person" means an individual, trust, partnership, firm, association, corporation or other organization or a government or governmental authority.
Words of one gender include the other gender; the singular includes the plural; and the plural includes the singular, unless the context otherwise requires.
2. Payment of this Note
ORIGINAL ISSUE DISCOUNT; PAYMENTS OF PRINCIPAL; PREPAYMENT. The Company acknowledges and agrees that this Note was issued at an original issue discount of 20% (the “OID”). On the Maturity Date the Company shall pay to the Holder an amount in cash representing all outstanding Principal and any accrued and unpaid Interest. The “Maturity Date” shall be the earlier of i) six months from the Issue Date, or ii) the date on which the sum of the net proceeds of a capital raise by ALCE subsequent to the Issue Date equals or exceeds $5,000,000 (the “PIPE”). All amounts due under the Note will be repaid on a pro rata basis (taking into account all of the Notes issued) from an escrow account designated for the closing flow of funds from the PIPE. All amounts due under the Note will be repaid on the following basis from the closing flow of funds from the PIPE:
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(a) |
Purchase Price Amount ($) on release of first tranche from the PIPE; |
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(b) |
OID ($) on release of second tranche from the PIPE. |
3. Security. This Note and the obligations of the Company hereunder shall at all times be secured by a pledge over the participation (membership interests) of the Company on a pro rata basis (taking into account all of the Notes issued) and up to a maximum amount equal to the total amount owned under the Notes in accordance with the Pledge Agreement, attached hereto as Exhibit B (the “Pledge”).
Upon breach of one of more covenants and obligations set out in this Agreement (not limited to the representation and warranties section) the Holder, is entitled, subject to a written notice to the Company, to enforce the Pledge.
All security (the Pledge) shall be terminated and released by the Holder immediately after this Note is fully repaid.
4. Representations and Warranties
The Company hereby represents and warrants to the Holder, while this Note is outstanding, that:
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(a) |
it is duly incorporated and validly existing under the laws of Delaware; |
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(b) |
all necessary actions have been taken and conditions satisfied in order to enable it to enter into, perform and comply with its obligations pursuant to this Instrument and those obligations are valid, binding and enforceable upon it; |
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(c) |
its entry into and performance of or compliance with its obligations pursuant to this Instrument does not violate or exceed any power granted under its Operating Agreement; |
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(d) |
Save as otherwise agreed in this Note and as otherwise provided and disclosed to the Holder, the Company’s shares are and shall remain free of any surety or encumbrances. |
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(e) |
Neither the Company nor its subsidiaries shall dissolve, liquidate or wind up its affairs or sell substantially all of its assets. |
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(f) |
ALCE has the full right and authority to grant the Pledge at any time. |
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(g) |
It has, and that all relevant bodies have, all the authority to constitute the Pledge, the call and step in rights as described hereunder and that all relevant companies have a valid corporate benefit and interest and guarantees, the existence of a corporate benefit and interest in doing so, and that such obligations and all other obligations undertaken herein to the benefit of the Holder are valid and enforceable. |
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(h) |
Each holder of the Company’s Notes issued and outstanding at any point in time shall rank pari passu, equally and rateably, without discrimination or preference among themselves and as secured obligations of the Company, pursuant to the Pledge. |
5. Events of Default.
Events
The existence of any of the following conditions shall constitute an Event of Default:
(a) Nonpayment of the Note at the Maturity Date.
(b) Commencement of proceedings under any bankruptcy or insolvency law or other law for the reorganization, arrangement, composition or similar relief or aid of debtors or creditors if such proceeding remains undismissed and unstayed for a period of sixty (60) days following notice to the Company by the Holder.
(c) If the Company or ALCE shall dissolve, liquidate or wind up its affairs or sell substantially all of its assets.
(d) Any breach of the representations, warranties and undertakings given herein by the Company (not to be limited to the representation and warranties section), if such breach remains uncured for a period of sixty (60) business days.
Call
Upon the occurrence of an Event of Default under this Section, the Holder, by way of written notice, shall have the right, at the election of the Holder, and the Company shall procure (including by initiating immediately from the date hereof any corporate action necessary to prepare all required documentation in a form reasonably acceptable to Holder) that this right if exercised is enforced, to convert all of the outstanding and unpaid portion of this Note, including the Principal Amount into a maximum total of 100% (for all Notes, on a pro rata basis) of the fully paid and non-assessable shares of the Company (the “Ownership Conversion Date”) by providing written notice to the Company.
6. Reorganization, Reclassification, Consolidation, Merger or Sale. If any reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof shall thereafter be applicable to the surviving corporation. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the surviving corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such assets as, in accordance with the foregoing provisions, such Holder may be entitled to receive.
If the shares of the Company are subdivided or combined into a greater or smaller number of shares, or if a dividend is paid in shares of the Company, the shares of the Company shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of the Company outstanding immediately after such event bears to the total number of shares of the Company outstanding immediately prior to such event.
7. Transfer. Transfer of this Note shall be subject to prior delivery by the proposed transferee to the Company of an opinion of counsel that such transfer is in compliance with all U.S. federal and all other applicable laws. In order to transfer this Note, the Holder, or its duly authorized attorney, shall surrender this Note at the office of the Company pursuant to Section 14 herein, accompanied by an assignment duly executed by the Holder hereof.
8. Loss or Mutilation of Note. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, together with an indemnity reasonably satisfactory to the Company, in the case of loss, theft, or destruction, or the surrender and cancellation of this Note, in the case of mutilation, the Company shall execute and deliver to the Holder a new Note of like tenor and denomination as this Note.
9. Holder not Shareholder. This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder.
10. Waivers. The failure of Holder to enforce at any time any of the provisions of this Note shall not, absent an express written waiver signed by Holder specifying the provision being waived, be construed to be a waiver of any such provision, nor in any way to affect the validity of this Note or any part hereof or the right of Holder thereafter to enforce each and every such provision. No waiver of any breach of this Note shall be held to be a waiver of any other or subsequent breach. The Company waives presentment, demand, notice of dishonor, protest and notice of nonpayment and protest.
11. Taxes. The Company agrees that it will pay, when due and payable, any and all stamp, original issue or similar taxes which may be payable in respect of the issue of this Note. The Company shall not be required to pay any stamp, original issue or similar tax which may be payable in respect of any transfer involved in the transfer and delivery of this Note to a person other than of the Payee.
12. Notices. All notices or other communications to a party required or permitted hereunder shall be in writing and shall be delivered personally or by facsimile or electronic transmission (receipt confirmed electronically) to such party (or, in the case of an entity, to an executive officer of such party) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows:
if to Payee to:
Address:
Email:
if to the Company to:
Vincent Browne, Director
Address: 17 State Street, Suite 4000, New York, NY 10004
Email: vb@alternusenergy.com
Any party may change the above specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by email, provided that any such email is received during regular business hours at the recipient's location) or on the day shown on the return receipt (if delivered by mail or delivery service).
13. Headings. The titles and headings to the Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note. This Note shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Note to be drafted.
14. Applicable Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of New York and the parties agree that the New York courts are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement or its subject matter or formation and accordingly that any suit, action or proceedings so arising may be brought in such courts, and each of the Borrower, and the Lender hereby irrevocably submits to the exclusive jurisdiction of the courts of New York. The Company and the Lender shall co-operate in good faith and exercise all reasonable efforts to implement and effect the terms of this Note. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity the Agreement itself but the Parties shall amend the agreement to the extent necessary to make it enforceable while preserving the economic balance existing prior to the relevant provision having been held invalid, illegal or unenforceable.
15. Survival Of Representations And Warranties; Attorneys Fee. This Note shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. If this Note is not paid when due or if the Company breaches any provisions of this Note, in addition to all other amounts due herein, the Company promises to pay all costs of collection and all reasonable attorney fees and court costs incurred by Holder.
16. Assignment. This Note may not be assigned by either party hereto without the prior written consent of the other (except that the Company may without the prior written consent of the Holder assign this Note in the event of a merger, acquisition, reorganization or the sale of all or substantially all of its assets to another corporation to the surviving entity of such merger, acquisition, reorganization or sale).
******** Signature Page Follows *********
IN WITNESS WHEREOF, Alt Alliance LLC has caused this Secured Promissory Note to be signed in its name by the signature of its duly authorized representative.
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alt alliance llc |
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By: |
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Name: Vincent Browne |
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Title: Chief Executive Officer and Director |
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Exhibit 4.1
CERTIFICATE OF DESIGNATION
OF
SERIES C CONVERTIBLE PREFERRED STOCK
OF
ALTERNUS CLEAN ENERGY, INC.
Alternus Clean Energy, Inc., a Delaware corporation (the "Company") certifies that pursuant to the authority contained in ARTICLE IV of its Certificate of Incorporation, as amended (the "Certificate of Incorporation"), the Board of Directors of the Company (the "Board of Directors"), by unanimous written consent in lieu of a meeting effective [*], duly approved and adopted the following resolution, which resolution remains in full force and effect on the date hereof:
RESOLVED, that pursuant to the authority vested in the Board of Directors by the Certificate of Incorporation, the Board of Directors does hereby authorize and provide for the issue of a series of preferred stock, having a par value of $0.0001 per share, which shall be designated as Series C Convertible Preferred Stock, and which shall have the voting powers, designations, preferences, limitations, restrictions, and relative rights as follows:
CERTIFICATE OF DESIGNATION OF
SERIES C CONVERTIBLE PREFERRED STOCK
OF ALTERNUS CLEAN ENERGY, INC.
1. Designation, Amount and Rank.
a. The Preferred Stock authorized under this Certificate of Designation shall be designated as the Series C Convertible Preferred Stock (the “Series C Convertible Preferred”), and the number of shares so designated shall be [*] having a value of One Thousand Dollars ($1,000.00) per share and $0.0001 par value per share and, subject to adjustment for any stock splits, stock dividends or similar transactions affecting the Series C Convertible Preferred or the underlying Common Stock, and which number shall not be subject to increase without the consent of each holder of the Series C Convertible Preferred (each, a “Holder”, and collectively, the “Holders”).
b. The Series C Convertible Preferred shall, with respect to dividends and distributions upon liquidation, dissolution or winding up of the Company, rank senior to the Series A Super Voting Preferred Stock, pari passu with all classes of Common Stock (the “Parity Securities”) and junior to any other series of Preferred Stock that is not, expressly by its terms, made junior to the Series C Convertible Preferred.
2. Dividends. The Holders of the Series C Convertible Preferred shall not be entitled to receive any dividend payment.
3. Voting Rights. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. (For avoidance of doubt, voting rights are on an ‘as-converted’ basis.) Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Series C Preferred Stock shall vote together with the holders of Common Stock as a single class.
4. Liquidation.
a. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (“Liquidation”), the holders of record of the shares of the Series C Preferred Stock shall be entitled to receive assets and funds on parity with the Parity Securities. If, upon such Liquidation, the assets of the Corporation available for distribution to the holders of Series C Preferred Stock and any Parity Securities shall be insufficient to permit payment in full to the holders of the Series C Preferred Stock and Parity Securities, then the entire assets and funds of the Corporation legally available for distribution to such holders and the holders of the Parity Securities then outstanding shall be distributed ratably among the holders of the Series C Preferred Stock and Parity Securities based upon the proportion the total amount distributable on each share upon Liquidation bears to the aggregate amount required to be distributed, but for the provisions of this sentence, on all shares of the Series C Preferred Stock, on an as converted basis, and of such Parity Securities.
b. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.
5. Mechanics of Conversion.
a. Holder’s Conversion Rights. Each single one (1) share of Series C Preferred shall convert into a number of fully paid and non-assessable shares of Common Stock equal to the value of each share (provided in Section 1a) divided by the Conversion Price in effect at the time of conversion as defined below, at the option of the Holder thereof at or after one (1) year from the Original Issue Date. The Conversion Price shall be $0.10 per share, subject to adjustment in accordance with this Certificate of Designation (the “Conversion Price”). In otherwords, and as an example, at a $0.10 per share Conversion Price, 1 share of Series C converts into 10,000 shares of Common Stock.
b. A Holder shall effect conversions by surrendering to the Company the certificate or certificates representing the shares of Series C Preferred to be converted, together with a copy of the form of conversion notice attached hereto as Exhibit A (the “Conversion Notice”). Each Conversion Notice shall specify the Holder, the number of shares of Series C Preferred to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice by electronic mail (the “Conversion Date”). If no Conversion Date is specified in a Conversion Notice the Conversion Date shall be the date that the Conversion Notice is deemed delivered pursuant to Section 11. Subject to Section 5(b) hereof, each Conversion Notice, once given, shall be irrevocable.
c. Restriction on Conversion by Either the Holder(s) or the Company. Notwithstanding anything herein to the contrary, in no event shall the Holder(s) have the right or the Company be required to convert, as applicable, shares of Series C Preferred if as a result of such conversion the aggregate number of shares of Common Stock beneficially owned by such Holder(s) and its Affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the shareholder(s) for purposes of Section 13(d) of the 1934 Act, would exceed 19.99% of the outstanding shares of the Common Stock following such conversion (including for such purpose the shares of Common Stock issuable upon such conversion). For purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The limitations contained in this paragraph shall apply to a successor Holder of Preferred Stock. If the Company is restricted pursuant to this paragraph, the Company shall convert shares of Series C Convertible Preferred on the next available trading day after such beneficial ownership has fallen below 19.99%.
6. Restriction on Sales by the Holders. Beginning on the month after the Holder is able to convert the Series C Convertible Preferred Stock and utilize an exemption under SEC Rule 144, the Holder(s) may sell a maximum amount of Common Shares per month not to exceed the average daily volume of the Company’s common stock in the prior month.
The Holder(s) shall deliver third party brokerage reports providing all the Holder(s) sales information on the Company’s Common Stock (“Sales Reports”) and the Holder(s) beneficial ownership reports to the Company prior to or concurrent with each Conversion Notice and on a monthly basis as soon as such reports are available. If the Sales Reports are not received by the Company in accordance with the above schedule, the Company has the right to disregard any subsequent Conversion Notice(s) until such Sales Reports are properly provided to the Company.
7. Reservation of Shares. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of issuance upon conversion of the Series C Convertible Preferred and free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of Series C Convertible Preferred , not less than 100% of such number of shares of Common Stock as shall be issuable (taking into account the adjustments of Section 8) upon the conversion of all outstanding shares of Series C Convertible Preferred (without regard to any limitations on conversion). The Company shall, from time to time in accordance with Delaware law, take all steps necessary to increase the authorized amount of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued shall not be sufficient to permit the conversion of all of the shares of the Series C Convertible Preferred. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.
8. Adjustment of Conversion Price.
a. Down Round Anti-Dilution Protection. If, from the Original Issue Date to December 31, 2028, the Company has issued any shares of Common Stock or convertible preferred stock (or any securities convertible into or exercisable for Common Stock) at a price per share less than the then-effective Conversion Price (the "Original Conversion Price") of the Series C Preferred Stock (a "Dilutive Issuance"), then the Original Conversion Price shall be reduced to the lowest price per share of Common Stock or convertible preferred stock issued during this period.
b. Common Stock Dividends; Common Stock Splits; Reclassification. If the Company, at any time after the Original Issue Date shall (a) subdivide outstanding shares of Common Stock into a larger or smaller number of shares or (b) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 8(b) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or re-classification.
Simultaneously with any adjustment to the Conversion Price, the number of shares of Common Stock that may be purchased upon conversion of the Series C Convertible Preferred Stock shall be increased or decreased proportionately, so that after such adjustment the aggregate Conversion Price payable hereunder for the adjusted number of Common Shares shall be the same as the aggregate Conversion Price in effect immediately prior to such adjustment (without regard to any limitations on conversion contained herein).
c. Rounding. All calculations under this Section 8 shall be made to the nearest cent or the nearest l/l00th of a share, as the case may be.
d. Notice of Adjustment. Whenever the Conversion Price is adjusted pursuant to this Section 7 the Company shall promptly mail to the Holders a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such notice shall be signed by the chairman, president or chief financial officer of the Company.
e. Notice of Certain Events. If:
(i) the Company shall declare a dividend (or any other distribution) on its Common Stock;
(ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock;
(iii) the Company shall authorize the granting to the holders of its Common Stock rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights;
(iv) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or
(v) the Company shall authorize the Liquidation of the affairs of the Company;
then the Company shall cause to be filed at each office or agency maintained for the purpose of the conversion of the Series C Convertible Preferred , and shall cause to be delivered to the Holders at the address specified herein, at least 30 (thirty) calendar days prior to the applicable record or effective date hereinafter specified, a notice (provided such notice shall not include any material non-public information) stating (a) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, or granting of options, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights, options or warrants are to be determined or (b) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, however, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Nothing herein shall prohibit the Holders from converting shares of Series C Convertible Preferred held by such Holder during the 30-day period commencing on the date of such notice to the effective date of the event triggering such notice.
9. Transferability. The holders of the Series C Convertible Preferred shall be entitled, at their option and at any time, to transfer the Series C Convertible Preferred to a third party, provided that such third party is an accredited investor and shall accept all terms and conditions set forth in this Designation of Series C Convertible Preferred Stock.
10. Redemption. Neither the Corporation nor the holders of the Series C Preferred Stock shall have any right at any time to require the redemption of any of the shares of Series C Preferred Stock, except upon and by reason of any liquidation, dissolution or winding-up of the Corporation, as and to the extent herein provided.
11. Definitions. For the purposes hereof, the following terms shall have the following meanings:
“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.
“Common Stock” means the Company’s common stock, $.0001 par value per share, and stock of any other class into which such shares may hereafter have been reclassified or changed.
“Original Issue Date” shall mean the date of the first issuance of any shares of the Series C Convertible Preferred, regardless of the number of transfers of any particular shares of Series C Convertible Preferred and regardless of the number of certificates which may be issued to evidence such Series C Convertible Preferred .
“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.
“Underlying Shares” means the number of shares of Common Stock into which the Series C Convertible Preferred are convertible in accordance with the terms hereof.
“Per Share Market Price” means on the date the Conversion Notice is received by the Company (the “Date”), the closing price of the Common Stock on such exchange, quotation system or over-the-counter market, and provided that all determinations of the Per Share Market Price shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period.
12. Notices. Except as otherwise provided in the event of conversion of shares of Series C Convertible Preferred, all notices or other communications required hereunder shall be in writing and shall be deemed to have been received (a) upon hand delivery (receipt acknowledged) or delivery by electronic mail (with confirmation) at the email address designated below (if received by 6:00 p.m. EST where such notice is to be received), or the first business day following such delivery (if received after 6:00 p.m. EST where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur; and shall be regarded as properly addressed if sent to (i) the Company, to Alternus Clean Energy, Inc., 17 State Street, Suite 4000, New York, NY 10004, email: legal@alternusenergy.com and (ii) if the Holder, at its respective addresses set forth in the books and records of the Company, or such other address as any of the above may have furnished to the other parties in writing by registered mail, return receipt requested.
13. Lost or Stolen Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any stock certificates representing the shares of Series C Convertible Preferred, and, in the case of loss, theft or destruction, of any indemnification undertaken by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of such Series C Convertible Preferred stock certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue preferred stock certificates if the Holder contemporaneously requests the Company to convert such Series C Convertible Preferred into Common Stock.
14. Remedies Characterized; Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), but not including the Subscription Agreement, whose terms, conditions and remedies shall not be a part of the rights of the Holders as holders of Series C Convertible Preferred . No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Certificate of Designation. The Company covenants to each Holder of Series C Convertible Preferred that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders of the Series C Convertible Preferred and that the remedy at law in the event of any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holders of the Series C Convertible Preferred shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.
15. Specific Shall Not Limit General; Construction. No specific provision contained in this Certificate of Designation shall limit or modify any more general provision contained herein. This Certificate of Designation shall be deemed to be jointly drafted by the Company and all Holders and shall not be construed against any Person as the drafter hereof.
16. Failure or Indulgence Not Waiver. No failure or delay on the part of a Holder of Series C Convertible Preferred in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
17. Fractional Shares. Upon a conversion hereunder, the Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Per Share Market Value at such time. If the Company elects not, or is unable, to make such a cash payment, the Holder of a share of Series C Convertible Preferred shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.
18. Payment of Tax Upon Issue of Transfer. The issuance of certificates for shares of the Common Stock upon conversion of the Series C Convertible Preferred Shares shall be made without charge to the Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders so converted, and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
19. Shares Owned by Company Deemed Not Outstanding. In determining whether the Holders of the outstanding shares of Series C Convertible Preferred have concurred in any direction, consent or waiver under this Certificate of Designation, shares of Series C Convertible Preferred which are owned by the Company or any other obligor thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided, that any Series C Convertible Preferred owned by the Holders shall be deemed outstanding for purposes of making such a determination. Shares of the Series C Convertible Preferred so owned which have been pledged in good faith may be regarded as outstanding if (i) the pledgee establishes to the satisfaction of the Holders and the Company the pledgee’s right so to act with respect to such shares and (ii) the pledgee is not the Company or any other obligor of the Company.
20. Communications. The holders of the Series C Convertible Preferred shall be entitled to receive, and the Company shall deliver pursuant to Section 11 hereof, all communications sent by the Company to the holders of the Common Stock.
21. Reacquired Shares. Any shares of Series C Convertible Preferred purchased, converted or otherwise acquired by the Company in any manner whatsoever shall not be reissued as part of the Company’s Series C Convertible Preferred and shall be retired promptly after the acquisition thereof. All such shares shall become, upon their retirement (and the filing of any certificate required in connection therewith pursuant to the General Corporation Law of the state of Delaware), authorized but unissued shares of Preferred Stock.
22. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
IN WITNESS WHEREOF, Alternus Clean Energy, Inc. has caused this Certificate of Designation to be signed by its Chief Executive Officer on this __ day of March, 2026.
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EXHIBIT A
NOTICE OF CONVERSION
AT THE ELECTION OF HOLDER
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(To be Executed by the Registered Holder in order to Convert shares of Series C Convertible Preferred Stock) |
The undersigned hereby elects to convert the number of shares of Series C Convertible Preferred Stock indicated below, into shares of common stock, par value $0.0001 per share (the “Common Stock”), of Alternus Clean Energy, Inc. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.
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Exhibit 10.1
SUBSCRIPTION AGREEMENT
Alternus Clean Energy, Inc.
Gentlemen:
The undersigned (“Investor”) hereby enters into this Subscription Agreement (this “Agreement”) with Alternus Clean Energy, Inc., a Delaware company and its wholly owned subsidiary, Alt Alliance LLC (together, the “Company”), in connection with Investor’s subscription for a Promissory Note and shares of Series C Convertible Preferred Stock, attached hereto and incorporated herein as Exhibit A (the “Securities”) in the principal amount set forth on the signature page hereof (the “Principal Amount”), offered by the Company pursuant to the terms and conditions set forth therein.
1. Subscription. Subject to the terms and conditions set forth in this Agreement, Investor, intending to be legally bound, hereby irrevocably subscribes for the Securities in the Principal Amount set forth on the signature page hereof.
2. Acceptance of Subscription. Investor agrees that this subscription shall be considered accepted by the Company upon the Company’s full execution of this Agreement.
3. Delivery of Subscription Payments. At the time of the Company’s acceptance of Investor’s subscription, Investor will be required to wire the initial tranche of the Principal Amount to the Company’s account, and all subsequent tranches based on the drawdown schedule as set forth in Schedule 1, attached hereto and incorporated herein.
4. Representations and Warranties. Investor hereby represents, warrants, and agrees as follows:
The Investor represents and warrants to the Company, with the intent that the Company will rely thereon in accepting this Subscription, that:
a) Organization; Authority. The undersigned, if not an individual, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Subscription Agreement and otherwise to carry out its obligations hereunder. The purchase by Investor of the Securities hereunder has been duly authorized by all necessary action on the part of Investor. This Subscription Agreement has been duly executed by Investor, and when delivered by Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of Investor, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
b) Accredited or Non-U.S. Purchaser. The Purchaser is either (i) an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act, or (ii) not a U.S. Person as defined in Rule 902 of Regulation S promulgated under the Securities Act;
c) Non-U.S. Purchaser. If the Investor is not a U.S. Person, such Purchaser hereby represents the following:
i. the Purchaser is not a U.S. Person;
ii. the Purchaser is outside the United States when receiving and executing this Subscription Agreement;
iii. the Purchaser is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
iv. the Purchaser is acquiring the Securities as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Securities or underlying Common Shares in the United States or to U.S. Persons;
v. the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Common Shares underlying the Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws;
vi. the Purchaser acknowledges that it has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Common Shares underlying the Securities; provided, however, that the Purchaser may sell or otherwise dispose of any of the Common Shares underlying the Securities pursuant to registration of any of the Common Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; the Purchaser acknowledges that he/she/it may not resell his/her/its Common Shares within twelve months from the date this Subscription Agreement is accepted by the Company unless the following conditions are met: (1) the purchaser of those shares certifies that it is not a U.S. Person and is not acquiring the shares for the account or benefit of any U.S. Person, and (2) the resale of such securities is only made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.
d) General Solicitation. The Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
e) Irrevocability of Subscription. Investor agrees that the Investor's execution of this Subscription Agreement shall be irrevocable by Investor, and that, except as required by applicable law, Investor shall not be otherwise entitled to cancel, terminate or revoke this Subscription Agreement or any of Investor's obligations hereunder.
f) No Additional Representations. The Investor has not made any other representations or warranties to the undersigned with respect to the Company except as contained herein. The Company has not rendered any investment advice to the undersigned with respect to the Company.
g) Experience of Investor. The Investor has not authorized any person or institution to act as his Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Securities and Exchange Act of 1933 (the "Act") in connection with this transaction. The Investor has such knowledge and experience in financial, investment and business matters that he is capable of evaluating the merits and risks of the prospective investment in the Securities. The Investor has consulted with such independent legal counsel or other advisers as he has deemed appropriate to assist the undersigned in evaluating his proposed investment in the Securities.
h) Investor Finances. The Investor represents that he (i) has adequate means of providing for his current financial needs and possible personal contingencies, and has no need for liquidity of investment in the Securities; (ii) can afford to (a) hold unregistered securities for an indefinite period of time as required and (b) sustain a complete loss of the entire amount of the investment; and (iii) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive. The Investor has sufficient liquid assets to sustain a loss of the Investor 's entire investment.
i) Access to Information. The Investor has been afforded the opportunity to ask questions of, and receive answers from, the officers and/or directors of the Company concerning the Company, the terms and conditions of the Offering and the Securities and to obtain any additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and has availed himself of such opportunity to the extent he considers appropriate in order to permit him to evaluate the merits and risks of an investment in the Securities. Investor acknowledges and agrees that all documents, records and books pertaining to this investment have been made available for inspection upon request.
j) Investment Decision. Investor represents and warrants to the Company that he has not based his investment decision on any research or other report regarding the Company prepared by any third party ("Third Party Reports"). Investor understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report.
k) Investor Representation. Investor acknowledges that the Securities has not been registered under the Securities Act and has been issued in reliance on an exemption for transactions by an issuer not involving a public offering, and further understands that they are purchasing the Securities without being furnished any prospectus setting forth all of the information that would be required to be furnished under the Act. The undersigned further acknowledges that this Offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities.
l) No Distribution. The Securities being subscribed for are being acquired solely for the account of the undersigned and not with a view to, or for resale in connection with, any distribution in any jurisdiction where such sale or distribution would be precluded. By such representation, the undersigned means that no other person has a beneficial interest in the Securities subscribed for hereunder, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not intend to dispose of all or any part of the Securities except in compliance with the provisions of the Act and applicable state securities laws and understands that the Securities are being offered pursuant to a specific exemption under the provisions of the Act, which exemption depends, among other things, upon compliance with the provisions of the Act.
m) Accuracy of Statements. The Investor understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Investor hereby consents to such reliance.
n) Finder's Fee/Commissions. The Investor represents that it neither is nor will be obligated for any finders' fee or commission in connection with this transaction or the purchase of the Securities. The Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finders' fee (and the costs and expenses of defending against such liability or asserted liability) for which such Investor is responsible.
5. Indemnification. Investor hereby agrees to indemnify the Company and its affiliates, partners, officers, controlling persons, employees, counsel, accountants, and representatives for any and all losses, damages, liabilities, costs, and expenses (including attorneys’ fees and expenses) incurred or sustained by reason of or in connection with any breach of any representation, warranty, covenant, or agreement of Investor contained in this Agreement.
6. Miscellaneous.
(a). This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflicts of law rules and principles. Any dispute arising out of or in connection with this Agreement or Securities, including the relationship of the parties hereunder, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be New York, United States. The language to be used in the arbitration shall be English.
(b). This Agreement constitutes the entire agreement between the Company and Investor with respect to Investor’s subscription for the Securities. No amendment, alteration, or modification of this Agreement shall be valid, unless such amendment, alteration, or modification is expressed in a written instrument duly executed and delivered by the Company and Investor.
(c). This Agreement shall not be assignable by Investor without the prior consent of the Company. This Agreement shall survive the death, incompetency, or disability of Investor and shall be binding upon Investor’s heirs, executors, administrators, and successors and assigns.
(d). This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute one and the same instrument.
(e). If any provision contained in this Agreement shall be held to be unenforceable, invalid, or illegal for any reason by a court of competent jurisdiction, the Company and Investor hereby direct the court so holding to reform this Agreement (by deleting such provision or otherwise) to the minimum extent necessary so that thereafter this Agreement is fully enforceable, valid, and legal.
(f). Investor’s representations, warranties, covenants, and indemnification and other agreements contained in this Agreement shall survive the acceptance of this subscription and the issuance, sale, and delivery of the Securities.
INVESTOR SIGNATURE PAGE FOR ALTERNUS CLEAN ENERGY INC. FOR SUBSCRIPTION AGREEMENT
Please print or type, Use ink only. (All Parties Must Sign)
The undersigned investor hereby certifies that he (i) has received and relied solely upon the Disclosure Documents and this Subscription Agreement and their respective exhibits and schedules, (ii) agrees to all the terms, conditions, representations, warranties and covenants of the Investor in this Subscription Agreement, (iii) meets the suitability standards set forth herein and (iv) is a resident of the state or foreign jurisdiction indicated below.
The undersigned hereby irrevocably offers to subscribe for the Securities, on the terms and conditions of this Agreement and agrees to deliver herewith a wire transfer in the sum of $______ made payable to the Company.
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The investor agrees to the terms of this Subscription Agreement and, as required by the Regulations pursuant to the Internal Revenue Code, certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above is correct, (2) the investor is not subject to backup withholding and (3) the investor (unless, the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate.
AGREED AND ACCEPTED THIS ____ DAY OF ________, 2026.
Alternus Clean Energy, Inc.
________________________________________
By: Vincent Browne
Title: Director
Exhibit 10.2
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of March ____, 2026, is made by ALTERNUS CLEAN ENERGY, INC., a Delaware corporation (the “Pledgor”), in favor of [*] (the “Lender”), pursuant to that certain Promissory Note, dated as of the date hereof, between ALT ALLIANCE LLC, a Delaware limited liability company (the “Borrower”), and the Lender (as amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”).
W I T N E S S E T H:
WHEREAS, pursuant to the Loan Agreement, the Lender has agreed to provide a loan to the Borrower;
WHEREAS, the Pledgor will materially benefit from the Loan made under the Loan Agreement; and
WHEREAS, it is a condition precedent to the obligations of the Lender under the Loan Agreement that the Pledgor enter into this Agreement to secure all obligations of the Borrower under the Loan Agreement and all other Loan Documents to which the Borrower is a party (each a “Note” and together, the “Notes”), and the Pledgor desires to satisfy such condition precedent.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.01 Certain Terms. Capitalized terms defined in the Loan Agreement and not otherwise defined herein, when used in this Agreement shall have the respective meanings provided for in the Loan Agreement. The following additional terms, when used in this Agreement, shall have the following meanings:
“Collateral” shall mean the Pledged Interests.
“Distributions” shall mean all dividends paid in stock, liquidating dividends, shares of stock resulting from stock splits, reclassifications, warrants, options, non-cash dividends and other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Interests or other shares of capital stock constituting Collateral, but shall not mean Dividends.
“Dividends” shall mean cash dividends and cash distributions with respect to any Pledged Interests made out of capital surplus.
“Event of Default” shall mean any event described in Section 5.01.
“Pledged Interests” shall mean the pro rata portion, based on all Notes issued by the Borrower, of the Equity Interests more particularly described in Schedule 1 hereto, as may be amended and supplemented from time to time, while this Agreement is in effect.
“Pledged Property” shall mean all Pledged Interests and any certificates evidencing the Pledged Interests, and all Dividends, Distributions, securities, cash, instruments, interest payments and other property and proceeds (cash and noncash) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Interests.
“Secured Obligations” shall mean (a) all Obligations (as defined in the Loan Agreement”) (whether for principal, interest, fees, expenses, indemnity or reimbursement payments, performance or otherwise) and all other obligations of Pledgor hereunder, (b) all renewals, extensions, refinancings and modifications of any of the foregoing, and (c) all reasonable costs and expenses incurred by the Lender in connection with the exercise of its rights and remedies hereunder (including, without limitation, reasonable attorneys’ fees).
ARTICLE II
PLEDGE
2.01 Grant of Security Interest. The Pledgor hereby pledges, assigns, delivers, sets over, conveys and transfers to the Lender a continuing first priority security interest in and to, a pro rata portion (based on all the Notes issued) of the Collateral owned by the Pledgor.
2.02 Security for Secured Obligations. This Agreement and the Collateral secure the payment in full and performance of all Secured Obligations.
2.03 Delivery of Pledged Property upon Event of Default; Transfer. All certificates and instruments representing or evidencing any Collateral (if any), including Pledged Interests, shall be delivered to the Lender and shall be held by the Lender, shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in blank. The Lender shall have the right, upon the occurrence and during the continuation of an Event of Default, and without notice to the Pledgor, to transfer to, or to register in the name of the Lender or any of its nominees, any or all of its Pledged Interests. In addition, the Lender shall have the right at any time during the continuance of an Event of Default to request the Pledgor to exchange certificates or instruments representing or evidencing any of its Pledged Interests for certificates or instruments of smaller or larger denominations.
2.04 No Duty of Lender. The powers conferred on the Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Lender shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Lender shall not be liable or responsible for any loss or damage to any of the Collateral, or from any diminution in the value thereof, by reason of the act or omission of any carrier, forwarding agency, or other agent selected by the Lender in good faith.
2.05 Continuing Security Interest; Transfer of Secured Obligation. This Agreement shall (a) create a continuing security interest in the Collateral; (b) remain in full force and effect until the payment in full and performance of all Secured Obligations and termination of any commitment to lend under the Loan Agreement; (c) be binding upon the Pledgor, its administrators, successors and assigns, provided, however, that the Pledgor may not assign any of its rights or obligations hereunder without the prior written consent of the Lender; and (d) inure to the benefit of the Lender its permitted successors, transferees and assigns. Without limitation to the foregoing, the Lender may assign or otherwise transfer any Note, Loan or other Secured Obligation, held by it to any other Person, in accordance with the terms of the Loan Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise. Upon the occurrence of the events described in Section 2.05(b) hereof, the security interest granted herein shall be released from the lien created hereby and all obligations hereunder shall terminate and all rights to the Collateral shall revert to the Pledgor according to the Pledged Interests, all without delivery of any instrument or performance of any act by any party. Upon any such termination, the Lender will, at the Pledgor’s expense, (i) execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination, without recourse or warranty to the Lender, and (ii) promptly return to the Pledgor all original Collateral held by Lender.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.01 Representations and Warranties. The Pledgor represents and warrants as follows:
(a) The Pledgor is and at all times will be the legal and beneficial owner of, and has and will have at all times good and marketable title to (and has and will at all times have full right and authority to pledge and assign), all of its Collateral.
(b) This Agreement is effective to create a valid, first priority security interest in favor of the Lender in the Collateral and all proceeds thereof, securing the Secured Obligations.
(c) The Pledgor’s Pledged Interests have been duly authorized and validly issued, and are fully paid, and nonassessable.
(d) The Pledgor’s Pledged Interests constitute, and at all times hereafter the Pledged Interests will constitute, all of the issued and outstanding Equity Interests in such issuer(s) thereof.
(e) Except for compliance with the requirements of Section 5.07 hereof, no authorization, approval, or other action by and no notice to or filing with, any Governmental Authority is or will be required either: (i) for the pledge by the Pledgor of the Pledgor’s Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by the Pledgor, or (ii) for the exercise by the Lender of the voting or other rights provided for in and in accordance with the terms of this Agreement or the remedies in respect of any Collateral pursuant to this Agreement.
ARTICLE IV
COVENANTS
4.01 Protect Collateral; Further Assurances. The Lender will not sell, assign, transfer, pledge or encumber in any other manner such Pledgor’s Collateral. The Pledgor will warrant and defend the right, title and security interest herein granted to the Lender in and to the Pledgor’s Collateral (and all right, title and interest represented by such Collateral) against the claims and demands of all Persons whomsoever, in each case subject to liens permitted . The Pledgor agrees that at any time, and from time to time, at the reasonable expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary, or that the Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral.
4.02 Taxes. The Pledgor will pay all taxes, as‐sessments and charges levied, assessed or imposed upon the Pledgor’s Col‐lateral.
4.03 Transfer Powers. The Pledgor agrees that all certificated Pledged Interests delivered by the Pledgor to the Lender pursuant to this Agreement will be accompanied by all necessary instruments of transfer or assignment, duly executed in blank. Thereafter, the Pledgor will, upon the reasonable request of the Lender, promptly deliver to it such transfer powers, instruments and similar documents, reasonably satisfactory in form and substance to the Lender, with respect to the Pledgor’s Collateral as the Lender may reasonably request and will, from time to time upon the reasonable request of the Lender during the continuance of an Event of Default, promptly transfer any Pledged Interests or other Equity Interests, including all Distributions, constituting Collateral into the name of the Lender or any nominee designated by the Lender.
4.04 Continuous Pledge. The Pledgor will at all times keep pledged to the Lender pursuant hereto all Pledged Interests of the Pledgor, all Dividends received after the occurrence and during the continuance of an Event of Default and Dis‐tributions with respect thereto, and all other Collateral of the Pledgor.
4.05 Voting Rights; Dividends. In addition, the Pledgor agrees that:
(a) after any Event of Default shall have occurred and be continuing, promptly upon receipt thereof by the Pledgor and without any request therefor by the Lender, the Pledgor shall deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all Dividends, all of which shall be held by the Lender as additional Collateral for use in accordance with Sec‐tion 5.05 hereof;
(b) after any Event of Default shall have occurred and be continuing, upon written notice to the Pledgor by the Lender, all rights of the Pledgor to exercise or refrain from exercising voting or other consensual rights in respect of the Collateral shall cease and all such rights shall thereupon become vested in the Lender who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; and
(c) after any Event of Default shall have occurred and be continuing, promptly upon request of the Lender, the Pledgor shall deliver to the Lender such proxies and other documents as may be necessary to allow the Lender to exercise the voting and other consensual rights with respect to any Collateral.
Except as set forth in the immediately preceding sentence, the Pledgor shall be entitled to exercise, but in a manner not inconsistent with the terms of the Loan Agreement or any other Loan Document (including this Agreement), the voting powers and all other incidental rights of ownership with respect to any Pledged Interests (subject to the Pledgor’s obligation to deliver to the Lender such certificated Pledged Interests in pledge hereunder) and to the receipt of all Dividends. All Dividends, Distributions, cash payments and proceeds, which the Pledgor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by the Pledgor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing, the Lender shall, upon the written request of the Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any Pledged Interests; provided, however, that no vote shall be cast, or consent, waiver or ratification given, or action taken by the Pledgor that would impair in any material respect any Collateral or be inconsistent with or violate any provision of the Loan Agreement or any other Loan Document (including this Agreement).
4.06 Additional Information. The Pledgor will furnish to the Lender written notice of the occurrence of any event which would make any representation con‐tained in Article III untrue at such time after an authorized officer of any Pledgor shall obtain knowledge of same.
4.07 Transfer of Issuer Assets. The Pledgor shall not, subsequent to the date of this Agreement, without the prior written consent of the Lender, cause or permit any issuer of Pledged Interests hereunder to sell or transfer all or any material portion of its assets.
ARTICLE V
EVENTS OF DEFAULT; REMEDIES
5.01 Events of Default. Each of the following shall constitute an “Event of Default” hereunder:
(a) The existence or occurrence of any “Event of Default” as provided under the terms of the Loan Agreement;
(b) Any representation or warranty made by or on behalf of the Pledgor under or pursuant to this Agreement shall have been false or misleading in any material respect when made; or
(c) The Pledgor shall fail to observe or perform any covenant or agreement set forth in this Agreement other than those referenced in paragraphs (a) and (b) above, and if such failure is capable of being remedied, such failure shall remain unremedied for sixty (60) days after the earlier of (i) any authorized officer of any Pledgor becomes of aware of such default or (ii) notice thereof shall have been given to the Pledgor by Lender.
5.02 Actions upon Event of Default. Any notification required by law of any intended disposition by the Lender of any of the Collateral shall be deemed reasonably and properly given if given in writing at least ninety (90) days before such disposition. Without limitation of the above, the Lender may, whenever an Event of Default shall have occurred and be continuing, take all or any of the following actions after giving at least ninety (90) days prior written notice to the Pledgor: (a) transfer all or any part of the Collateral into the name of the Lender or its nominee; (b) take control of any proceeds of the Collateral; and (c) execute (in the name, place and stead of the Pledgor) endorsements, assignments, transfer powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.
5.03 Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Lender as its true and lawful attorney, with full power of substitution, in the name of the Pledgor, the Lender, or otherwise, for the sole use and benefit of the Lender, but at the Pledgor’s expense, upon the occurrence and during the continuation of an Event of Default to take any action and to execute any instrument which the Lender may deem reasonably necessary or advisable to enable the Lender to realize the benefit of the security interest provided for in this Agreement.
5.04 Application of Proceeds. The proceeds of any realization upon, all or any part of the Collateral of the Pledgor by the Lender shall be applied to satisfy the Secured Obligations in a manner determined by the Lender in its sole discretion. After termination of any commitment to lend under the Loan Agreement, any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.
5.05 Indemnity and Expenses. The Pledgor hereby agrees to indemnify and hold harmless the Lender from and against any and all claims, losses, and liabilities growing out of or resulting from this Agreement (including en‐forcement of this Agreement), to the same extent as the Borrower pursuant to the terms of Section 8.10 of the Loan Agreement. Upon demand, the Pledgor will pay, or cause to be paid, to the Lender the amount of any and all reasonable expenses actually incurred, including the reasonable fees and disbursements of its counsel and of any experts actually incurred, which the Lender incurs in connection with: (a) the administration of this Agreement; (b) the custody, preservation, use, or operation of, collection from, or other realization upon, any of the Collateral; (c) the exercise or enforcement of any of the rights of the Lender hereunder and any action taken by the Lender under Section 5.04 hereof; and (d) the failure by the Pledgor to perform or observe any of the provisions hereof.
ARTICLE VI
MISCELLANEOUS
6.01 Loan Document. This Agreement is a Loan Document executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, admin‐istered and applied in accordance with the terms and provisions thereof.
6.02 Amendments. No amendment or waiver of any provision of this Agreement nor consent to any departures by the Pledgor herefrom shall in any event be effective unless the same shall be in writing, signed by the Lender, and then such waiver or con‐sent shall be effective only in the specific instance and for the specific purpose for which it is given.
6.03 Obligations Not Affected. The obliga‐tions of the Pledgor under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by:
(a) any amendment or modification or addition or supplement to the Loan Agreement, any Note, any other Loan Document, any instrument delivered in connection therewith or any assignment or transfer thereof;
(b) any exercise, non-exercise or waiver by the Lender or any Lender of any right, remedy, power or privilege under or in respect of, or any release of any guaranty or col‐lateral provided pursuant to, this Agreement, the Loan Agreement or any other Loan Document;
(c) any waiver, consent, extension, indulgence or other action or inaction in respect of this Agreement, any other Security Document, the Loan Agreement or any other Loan Document or any assignment or transfer of any thereof; or
(d) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like, of the Pledgor or any other Person, whether or not any Pledgor shall have notice or knowledge of any of the forego‐ing.
6.04 Protection of Collateral. The Lender may from time to time perform, at its option, any act which the Pledgor agrees hereunder to perform and which such Pledgor shall fail to perform, and the Lender may from time to time take any other action which the Lender reasonably deems necessary for the maintenance, preservation or protection of any of the Collateral or of its security interest therein.
6.05 Addresses for Notices. All notices, requests and other communications to the Pledgor or the Lender hereunder shall be delivered in the manner required by the Loan Agreement and shall be sufficiently given to the Lender or the Pledgor if addressed or delivered to them at, in the case of the Lender and the Borrower, its addresses and telecopier numbers specified in Section 8.01 to the Loan Agreement, and in the case of the Pledgor, at the address of the Borrower specified in Section 8.01 of the Loan Agreement. All such notices and communications shall be deemed to have been duly given at the times set forth in the Loan Agreement.
6.06 Governing Law; Jurisdiction; Consent to Service of Process.
(a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF NEW YORK.
(b) The Pledgor irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any state or federal court in the county or judicial district located in New York City, NY; provided that nothing contained in this Agreement will prevent the Lender from bringing any action, enforcing any award or judgment or exercising any rights against the Pledgor individually, against any security or against any property of the Pledgor within any other county, state or other foreign or domestic jurisdiction reasonably related to the parties involved in such action, enforcement or exercise, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such venue provided above. The Pledgor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Pledgor or its properties in the courts of any jurisdiction.
(c) The Pledgor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph (b) of this Section and brought in any court referred to in paragraph (b) of this Section. The Pledgor irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d) The Pledgor irrevocably consents to the service of process in the manner provided for notices in Section 6.06. Nothing in this Agreement or in any other Loan Document will affect the right of the Lender or any party hereto to serve process in any other manner permitted by law.
6.07 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HERETO IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING AMONG THE PARTIES HERETO DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
6.08 Limitation of Liability. Neither the Lender, the Pledgor nor any Affiliate thereof, shall have any liability with respect to, and EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON, ANY CLAIM FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES SUFFERED IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH.
6.09 Counterparts, Effectiveness, etc. This Agreement may be executed in any number of counterparts and by the Pledgor and the Lender on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instruments. This Agreement shall become effective when counterparts hereof executed on behalf of the Pledgor and the Lender (or notice thereof satisfactory to the Lender) shall have been received by the Lender.
6.10 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Pledgor and the Lender and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Pledgor may not assign this Agreement in whole or in part without the Lender’s prior written consent. At any time, without any notice to the Pledgor, the Lender may sell, assign, transfer, negotiate, grant participations in, or otherwise dispose of all or any part of the Lender’s rights under or interests herein to any Person who, upon notice to Pledgor by such Person, shall constitute the Lender hereunder from and after such notice. The Pledgor hereby authorizes the Lender to provide, without any notice to the Pledgor, any information concerning the Pledgor, including information pertaining to the Pledgor’s financial condition, business operations or general creditworthiness, to any Person which may succeed to or participate in all or any part of the Lender’s interest in the Loan.
[Signature Page Follows]
IN WITNESS WHEREOF, the party hereto has caused this Agreement to be executed as of the date first above written.
| PLEDGOR: | |||
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ALTERNUS CLEAN ENERGY, INC. a Delaware corporation |
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By: |
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Name: |
Vincent Browne |
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Title: |
Chief Executive Officer |
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[Signature Page to Pledge Agreement]
Document And Entity Information |
Mar. 03, 2026 |
|---|---|
| Document Information [Line Items] | |
| Entity, Registrant Name | ALTERNUS CLEAN ENERGY, INC. |
| Current Fiscal Year End Date | --12-31 |
| Document, Type | 8-K |
| Document, Period End Date | Mar. 03, 2026 |
| Entity, Incorporation, State or Country Code | DE |
| Entity, File Number | 001-41306 |
| Entity, Tax Identification Number | 87-1431377 |
| Entity, Address, Address Line One | 17 State Street |
| Entity, Address, Address Line Two | Suite 4000 |
| Entity, Address, City or Town | New York |
| Entity, Address, State or Province | NY |
| Entity, Address, Postal Zip Code | 10004 |
| City Area Code | 212 |
| Local Phone Number | 739-0727 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | ALCE |
| Entity, Emerging Growth Company | true |
| Entity, Ex Transition Period | false |
| Amendment Flag | false |
| Entity, Central Index Key | 0001883984 |