Advent Technologies Holdings, Inc 8-K, filed Jan 6, 2021
Advent Technologies Holdings, Inc. (ADNH)
8-K
2021-01-06
For: 2020-12-31
View Original
Added on
April 11, 2026
About this 8-K
Advent Technologies Holdings, Inc filed this 8-K on January 6, 2021, reporting on events of December 31, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 6, 2021 (December 31, 2020 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (724 )
672-4319
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which
Registered
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
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Second Amendment to Merger Agreement
On December 31, 2020, AMCI Acquisition Corp., a Delaware corporation (“AMCI”), entered into a Second Amendment to Agreement and Plan of Merger (the “Second Amendment”) with the other parties to the Agreement and Plan of Merger, dated as of October 12, 2020 (as
amended by the First Amendment to Agreement and Plan of Merger dated as of October 19, 2020, the “Prior Merger Agreement”, and as further amended by the Second Amendment and as it may subsequently be amended,
the “Merger Agreement”), by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC, a
Delaware limited liability company, in its capacity as the Purchaser Representative thereunder (the “Purchaser Representative”), Advent Technologies Inc., a Delaware corporation (“Advent”), and Vassilios Gregoriou, solely in his capacity as the Seller Representative thereunder (the “Seller Representative”).
The Second Amendment (a) reduces the size of the board of directors of AMCI following the closing of the transactions contemplated by the Merger Agreement (the “Closing”) from nine members to seven members (and eliminates one designee to the post-Closing AMCI board of directors by each of AMCI and Advent), (b) increases the amount of aggregate cash bonus payments to be
made in connection with Closing to certain members of Advent’s management team from $2,955,208 to $4,995,202, and (c) amends certain terms of the form of employment agreement of Christos Kaskavelis.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Second Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.3 and is incorporated herein by reference.
Additional Information
In connection with the proposed business combination between AMCI and Advent in accordance with the Merger Agreement (the “Transaction”), AMCI has filed with the SEC a registration statement on Form S-4 (SEC File No. 333-250946) (as amended on December 31, 2020 and as it may be further amended, the “Registration
Statement”), to register the shares to be issued to Advent shareholders in the Transaction and which also includes a preliminary proxy statement for a meeting of AMCI shareholders to approve the Transaction and related matters, and will mail
the Registration Statement and definitive proxy statement and other relevant documents to Advent’s and AMCI’s stockholders. Security holders of AMCI and investors and other interested parties are advised to read the preliminary proxy statement, and
amendments thereto, and, when available, the definitive proxy statement in connection with AMCI’s solicitation of proxies for its special meeting of stockholders to be held to approve the Transaction and related matters, because the proxy statement
will contain important information about the Transaction and the parties thereto. The definitive proxy statement will be mailed to stockholders of AMCI as of a record date to be established for voting on the Transaction. Stockholders and other
interested parties will also be able to obtain copies of the final Registration Statement and definitive proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: AMCI Acquisition Corp., 1501
Ligonier Street, Suite 370, Latrobe, PA 15650.
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Forward-Looking Statements
Certain statements made herein contain, and certain oral statements made by representatives of AMCI and Advent and their respective affiliates,
from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. AMCI’s and Advent’s actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters are intended to identify such forward-looking
statements. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and
unknown risks, actual results may differ materially from AMCI’s or Advent’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements:
(i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the ability of AMCI to meet Nasdaq listing standards following the Transaction and in connection with the
consummation thereof; (iii) the inability to complete the Transaction due to the failure to obtain approval of the stockholders of AMCI or Advent or other reasons; (iv) the failure to meet the minimum cash requirements of the Merger Agreement due to
AMCI stockholder redemptions and the failure to obtain replacement financing; (v) the failure to meet projected development and production targets; (vi) costs related to the proposed Transaction; (vii) changes in applicable laws or regulations;
(viii) the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth strategy and manage growth profitability; (ix) the possibility that
the combined company may be adversely affected by other economic, business, and/or competitive factors; (x) the effect of the COVID-19 pandemic on AMCI and Advent and their ability to consummate the Transaction; and (xi) other risks and uncertainties
described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by AMCI. Additional information concerning these and other factors that may impact AMCI’s expectations and
projections can be found in AMCI’s periodic filings with the SEC, including, without limitation, its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in the Registration Statement. Each of AMCI and Advent disclaims any
obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
Participants in the Solicitation
AMCI and Advent and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies from AMCI’s and Advent’s stockholders in connection with the approval of the Transaction and related matters. The interests of AMCI’s and Advent’s participants in the solicitation may, in some
cases, be different than those of AMCI’s and Advent’s securityholders generally. Stockholders of AMCI and Advent and other interested persons may obtain more information regarding the names, affiliations and interests in the proposed Transaction of
AMCI’s directors and officers in AMCI’s filings with the SEC, including, without limitation, the registration statement and proxy statement of AMCI referred to above (which will also include similar information regarding Advent’s directors and
officers), and other documents filed by AMCI with the SEC. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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Item 7.01
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Regulation FD Disclosure.
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Attached as Exhibit 99.1 to this Current Report on Form
8-K and incorporated into this Item 7.01 by reference is an updated investor presentation as of January 2021 (the “Updated Investor
Presentation”) to (i) update the information on the management team of the combined entity of AMCI and Advent following the Closing, and (ii) revise the sources
and uses of funds. The investor presentation that was attached by AMCI to its Current Report on Form 8-K filed with the SEC on October 13, 2020 was superseded by the updated investor presentation that was attached by AMCI to its Current Report on
Form 8-K filed with the SEC on October 20, 2020, which has been superseded by the Updated Investor Presentation.
The Updated Investor Presentation is intended to be
furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Second Amendment to Agreement and Plan of Merger, dated as of December 31, 2020, by and among AMCI, Merger Sub, the Purchaser Representative, Advent, and the Seller Representative.
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| 99.1 |
Updated Investor Presentation, dated January 2021. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AMCI ACQUISITION CORP.
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By:
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/s/ William Hunter
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Name: William Hunter
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Title: Chief Executive Officer
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Dated: January 6, 2021
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Exhibit 2.3
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Second Amendment (this “Second Amendment”) to Agreement and Plan of Merger is made and entered into
effective as of December 31, 2020, by and among (i) AMCI Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”),
(ii) AMCI Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) AMCI Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under
the Merger Agreement (as defined below) (the “Purchaser Representative”), (iv) Vassilios Gregoriou, in the capacity as the Seller Representative under the Merger Agreement (the “Seller Representative”), and (v) Advent Technologies Inc., a Delaware corporation (the “Company”).
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement.
WHEREAS, Purchaser, Merger Sub, the Purchaser Representative, the Seller
Representative and the Company are parties to that certain Agreement and Plan of Merger made and entered into as of October 12, 2020 (the “Original Agreement”);
WHEREAS, Purchaser, Merger Sub, the Purchaser Representative, the Seller
Representative and the Company entered into that certain First Amendment to Agreement and Plan of Merger, dated October 19, 2020 (the “First Amendment”, and the Original Agreement as
amended by the First Amendment, the “First Amended Agreement”); and
WHEREAS, the parties desire to further amend the First Amended Agreement on the
terms and conditions set forth herein (as amended, including by this Second Amendment, the “Merger Agreement”).
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the Merger Agreement, the parties
hereto, intending to be legally bound, do hereby agree as follows:
1.
Amendment to Change Size of Post-Closing Purchaser Board. The parties hereby agree that Section 5.18(a) of the First Amended Agreement is hereby deleted in its entirety and replaced with the following:
“(a)
The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as
of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all
necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”),
at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company prior to the Closing (the “Company
Directors”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a
classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year
term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of
directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. One of the Purchaser Directors shall be a Class II Director and the other shall be a Class III Director. In accordance with the Amended
Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. The Parties shall also take all necessary action, including causing the directors and officers of the Company to resign
effective as of the Closing, so that the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the Post-Closing Purchaser Board. At or prior to the Closing, the Purchaser will provide each member of the
Post-Closing Purchaser Board with a customary director indemnification agreement, in form and substance reasonable acceptable to such director, to be effective upon the Closing (or if later, such director’s appointment).”
2.
Amendment to Increase the Size of the Amounts Payable Under the Transaction Bonus Agreements. The parties hereby agree that clause G of the Recitals to the First Amended Agreement is hereby amended to change the number $2,955,208 therein to $4,995,202.
3.
Amendment to Chris Kaskavelis Employment Agreement.
The parties hereby agree that the form of Employment Agreement for Chris Kaskavelis attached to Exhibit D to the First Amended Agreement is hereby deleted in its entirety and replaced with the form of Employment Agreement for Chris Kaskavelis
attached to Exhibit D to this Second Amendment.
4.
Miscellaneous. Except as expressly
provided in this Second Amendment, all of the terms and provisions in the First Amended Agreement and the Ancillary Documents are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth
therein. This Second Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the First Amended Agreement or any Ancillary Document, or any other right, remedy, power or privilege of any party, except
as expressly set forth herein. Any reference to the Merger Agreement in the Merger Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the First Amended
Agreement, as amended by this Second Amendment (or as the Merger Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The First Amended Agreement, as amended by this Second Amendment, and the
documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Merger Agreement, and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the First Amended Agreement is materially different from or inconsistent with any provision of this Second Amendment, the provision
of this Second Amendment shall control, and the provision of the First Amended Agreement shall, to the extent of such difference or inconsistency, be disregarded. This Second Amendment shall be interpreted, construed, governed and enforced in a
manner consistent with the First Amended Agreement, and, without limiting the foregoing, Sections 9.2 through 9.10, 9.12 and 9.13 of the First Amended Agreement are hereby incorporated herein by reference as if fully set forth herein, and such
provisions apply to this Second Amendment as if all references to the “Agreement” contained therein were instead references to this Second Amendment.
{The remainder of this page is intentionally blank; the next page is the signature page.}
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Agreement and Plan of Merger as of the date first written above.
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The Purchaser:
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AMCI ACQUISITION CORP.
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By:
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/s/ William Hunter
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Name: William Hunter
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Title: Chief Executive Officer
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The Purchaser Representative:
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AMCI SPONSOR LLC, solely in the capacity as the Purchaser Representative
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By:
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/s/ William Hunter
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Name: William Hunter
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Title: Managing Member
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Merger Sub:
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AMCI MERGER SUB CORP.
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By:
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/s/ William Hunter
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Name: William Hunter
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Title: Secretary
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The Company:
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ADVENT TECHNOLOGIES INC.
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By:
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/s/ Vassilios Gregoriou
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Name: Vassilios Gregoriou
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Title: Chief Executive Officer
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The Seller Representative:
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Vassilios Gregoriou, solely in the capacity as the Seller Representative
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/s/ Vassilios Gregoriou
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{Signature Page to Second Amendment to Agreement and Plan of Merger}
Exhibit D
Form Chris Kaskavelis Employment Agreement
See attachment.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2020 by and between Advent Technologies SA (the “Company”) and
Christos Kaskavelis (the “Executive”), and is effective as of the Closing Date, as such term is defined in the Agreement and Plan of Merger by and among AMCI Acquisition Corp. (“Parent”), AMCI Merger Sub Corp., AMCI Sponsor LLC,
Vassilios Gregoriou, and Advent Technologies, Inc., dated as of October 12, 2020 (the “Merger Agreement”). In the event that the Closing (as such term is defined in the Merger Agreement) does not occur, this Agreement will be void and of no
force or effect.
WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company; and
WHEREAS, the Company desires to employ the Executive and the Executive wishes to accept such employment under the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:
1.
Position and Duties.
(a)
Effective as of the Closing Date, the Executive will be employed by the Company, on a full-time basis, as its Chief Marketing
Officer.
(b)
The Executive’s duties, authorities, and responsibilities shall be those typical of a Chief Marketing Officer of a company with
the size and scope of the Company. The Executive agrees that, while employed by the Company, he will devote his reasonable best efforts, business judgment, skill and knowledge to the advancement of the business interests of the Company and its
Affiliates and to the discharge of his duties and responsibilities for them. Notwithstanding the foregoing, the Executive may (i) serve on the managing boards of for-profit or not-for-profit entities with the prior approval of the Board of
Directors of Parent (including any committees thereof, the “Board”), (ii) participate in charitable, community, trade, or industry groups and activities and, (iii) engage in personal investment activities, in each case to the extent such
activities, individually or in the aggregate, do not materially interfere with the performance of the Executive’s duties under this Agreement, create a conflict of interest, or violate any provision of Section 3 of this Agreement.
(c)
The Executive’s main place of work will be the Company’s offices in Patras, Greece. The Executive acknowledges, however, that it
may be necessary for the Company to transfer the Executive to any other location within Greece during the term of his employment. The Executive acknowledges that such changes in the location of his employment shall not constitute a substantial,
unilateral or onerous modification of the terms of his employment by the Company. Furthermore, the Executive acknowledges that it will also be necessary for the Executive to travel, without any extra pay, whether inside or outside Greece, as
required for the performance of his duties or as the Company may require.
(d)
Given his managerial status, it is self-evident that the Executive will not be subject to the law restrictions concerning, inter alia, statutory working hours, overwork, overtime work and work on the sixth day of the week, Sundays and public holidays.
(e)
The Executive agrees that, while employed by the Company, he will comply in all material respects with all Company policies,
practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time.
2.
Compensation and Benefits. During
the Executive’s employment hereunder, as compensation for all services performed by the Executive for the Company and its Affiliates, the Company will provide the Executive the following compensation and benefits:
(a)
Base Salary. The Company will pay the Executive a base salary at
the rate of €315,000 per year, which will include the Christmas, Easter and holiday allowances provided by Greek law and will be subject to increase (but not decrease) from time to time by the Board in its discretion (as adjusted, from time to
time, the “Base Salary”). The Base Salary will be subject to all lawful withholdings concerning social security contributions and taxes. It is especially agreed that for the assessment of the Base Salary the contracting parties have taken
into consideration the object, nature and the special conditions of the services to be rendered and have included all amounts and allowances e.g. marriage allowance, family allowance, previous employment, off-base compensation etc. under collective
labor agreements, arbitration awards and law provisions, in such a way that the Company’s sole obligation consists of paying the agreed amount. Furthermore, it is agreed and the Executive admits that the Base Salary and especially the difference
between the Base Salary and the lawful minimum remuneration which may be in force in the future for the Executive includes and compensates any potential claim of the Executive deriving from any source, including, without limitation, (i) any
increase of the lawful remuneration and any increase of the lawful allowances or additional amounts or indemnities either enacted in the future or derived by an alternative calculation of any allowance or amount and (ii) any kind or form of
allowances, such as marriage allowance, family allowance, previous employment, or off-base compensation, including as may be enacted in the future.
(b)
Bonus Compensation. For each fiscal year completed during the Executive’s employment under this Agreement, beginning with
fiscal year 2021, the Executive will be eligible to earn an annual bonus. The Executive’s target bonus will be 100% of the Base Salary (the “Target Bonus”), with the actual amount of any such bonus to be determined by the Board in its
discretion, based on the Executive’s performance and the Company’s performance against goals established by the Board in consultation with the Executive. In order to receive any annual bonus hereunder, the Executive must be employed through last
day of the fiscal year to which such bonus relates, except as provided in Sections 5(b) and 5(c) below. Any bonus earned will be payable not later than two and one-half (2.5) months following the close of the fiscal year to which such bonus
relates.
(c)
Participation in Employee Benefit Plans. The Executive will be entitled to participate in all employee benefit plans from
time to time in effect for senior executives of the Company generally, except to the extent such plans are duplicative of benefits otherwise provided to the Executive under this Agreement. The Executive’s participation will be subject to the terms
of the applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law. It is expressly agreed that any bonus or other benefit granted by
the Company to the Executive in addition to the Base Salary, including the benefits provided in Section 2(b), constitutes a benefit granted by the Company voluntarily and on an exceptional basis. The Executive unreservedly recognizes that the
Company has the right to unilaterally revoke, amend or suspend such benefit at any time. The above applies to all benefits, whether in money or kind, without need for the above be repeated on every occasion on which such voluntary benefit is
granted, even if such voluntary benefit is granted regularly and over an extended period of time. Benefits, as provided in this Section 2(c), cannot be considered to fall within the Executive’s regular emoluments.
(d)
Vacations. The Executive will be entitled to twenty-five (25) days of vacation per year, in addition to holidays observed
by the Company. Vacation may be taken at such times and intervals as the Executive shall determine, subject to the business needs of the Company. Vacation shall otherwise be subject to the policies of the Company and the applicable provisions of
Greek employment law, as in effect from time to time.
(e)
Business Expenses. The Company will pay or reimburse the Executive for all reasonable business expenses incurred or paid
by the Executive in the performance of his duties and responsibilities for the Company, subject to any maximum annual limit and other restrictions on such expenses set by the Company and to such reasonable substantiation and documentation as may be
specified by the Company from time to time. The Executive’s right to payment or reimbursement hereunder shall be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year
shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment
was incurred and (iii) the right to payment or reimbursement shall not be subject to liquidation or exchange for any other benefit.
3.
Confidential Information and Restricted Activities.
(a)
Confidential Information. During the course of the Executive’s employment with the Company, the Executive will learn of
Confidential Information, and will develop Confidential Information on behalf of the Company and its Affiliates. The Executive agrees that he will not use or disclose to any Person (except as required by applicable law or for the proper
performance of his regular duties and responsibilities for the Company) any Confidential Information obtained by the Executive incident to his employment or any other association with the Company or any of its Affiliates; provided, however, that
the provisions of this Section 3(a) will not prohibit (A) disclosure to the Executive’s legal or financial advisors to the extent reasonably required in connection with their services to the Executive, provided such advisers agree not to further
disclose such information; (B) retention of any documents relating to the Executive’s compensation, benefits or ongoing obligations to the Company or any of its Affiliates and any information reasonably required for tax preparation purposes; or (C)
any disclosure made in connection with the enforcement of any right or remedy relating to this Agreement or the transactions contemplated by the Merger Agreement. The Executive agrees that this restriction will continue to apply after his
employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or
entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) the Executive will not be held criminally or civilly liable under any
applicable trade secret law for disclosing a trade secret (y) in confidence to a competent government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or
(z) in a complaint or other document lawfully filed in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets by
unauthorized means.
(b)
Protection of Documents. All documents, records and files, in any media of whatever kind and description, relating to the
business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company. The
Executive agrees to safeguard all Documents and to surrender to the Company, at the time his employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in his possession or control. The
Executive also agrees to disclose to the Company, at the time his employment terminates or at such earlier time or times as the Board or its designee may specify, all passwords necessary or desirable to obtain access to, or that would assist in
obtaining access to, any Documents which the Executive has password-protected on any computer equipment, network or system of the Company or any of its Affiliates.
(c)
Assignment of Rights to Intellectual Property. It is expressly agreed that all Intellectual Property as defined in
Section 6 hereunder to be developed by the Executive during the term of his employment as part or in implementation of this Agreement or Intellectual Property to be created or invented by the Executive in implementation of his duties or in line
with the Company’s instructions, whether or not the work was created or invented during his engagement hereunder, during working hours or in the Company’s premises, or through use of Executive- or Company-owned resources (e.g. personal computer,
lap top computer, tablet, mobile phone, or other electronic device), which relates to, or howsoever affects, the Company’s business activities, or may be used or adjusted accordingly, shall be promptly disclosed to the Company and shall be assigned
to the Company (or as otherwise directed by the Company) and shall become and remain Company’s exclusive property, to the extent permitted by law. The Executive hereby further assigns to the Company all copyright and industrial property rights
subsisting in above work products and acknowledges that he shall have no rights, interests or claims, during or after expiry of this agreement, in relation thereto. The Company shall be free to use and exploit the Intellectual Property rights
hereunder assigned for all its internal and external purposes, without compensation to the Executive beyond the agreed in Section 2 hereinabove Compensation and Benefits. Without limiting the foregoing:
(i)
Copyright.
(1)
The Executive declares hereby freely, irrevocably and unconditionally that any and all copyrightable Intellectual
Property created in the future under this Agreement by the same, either exclusively by the latter or in collaboration with other employees, are works, the exploitation (economic) powers of which are in their entirety transferred to the Company, to
the extent that said exploitation rights do not ipso jure vest in the Company, pursuant to articles 8 and 40, as the case may be, of the Greek Copyright Law No. 2121/1993. The said transfer and assignment applies to any and all Intellectual
Property, even derivative works constituting upgraded versions of the initial ones, to be created in the future during the term of his employment.
(2)
Following foregoing transfer the Company, being the sole and lawful right-holder, shall have the right to exercise any kind of
exploitation powers without any limitations, in terms of time or place or means of exploitation etc., as these powers are set forth in Greek Law 2121/1993 and to whatever cause, public presentation and amendment of any kind, granting of licenses,
distribution, production of derivative works on any and all copyrightable Intellectual Property to be created by the Executive.
(3)
With regard to copyrightable works that had been created prior to the commencement of his employment, yet are further developed
by the Executive in such a way that new derivative works are created, the exploitation (economic) powers are also in their entirety transferred to the Company; to that effect all the aforementioned terms set forth do further apply.
(4)
The Executive undertakes the obligation to disclose immediately and in completeness to the Company any copyright protectable
Intellectual Property that should come into being in the course of the Executive’s employment under this Agreement. To that effect the Executive is further obliged to submit to the Company any data, files and other material supportive of and in
general pertaining to the aforementioned copyright.
(ii)
Industrial Property.
(1)
The Executive agrees to transfer and hereby fully transfers to the Company any right, title and interest of his own on any
Intellectual Property protected by the industrial property legislation, to the extent that, as per Greek law, such rights are not deemed to belong ipso jure to the Company (e.g. in case of “service inventions”) that should be either solely or
jointly conceived, developed or made technically applicable during his employment under the stipulations made above. Said transfer shall take place to the extent permitted by Greek law.
(2)
The Executive undertakes the obligation to disclose immediately and in completeness to the Company any Intellectual Property
protected by the industrial property legislation that should come into being in the course of this Agreement. The Executive further undertakes the obligation to acknowledge and verify the authenticity of and deliver to the Company any documents
supportive of and in general pertaining to the aforementioned Intellectual Property.
(3)
If so requested by Company, the Executive shall, at Company’s expense :(i) apply for a patent or request any other form of
protection or registration in Greece or in any other part of the world, in relation to any of the aforementioned Intellectual Property, acting individually or in an understanding with the Company, and/or (ii) carry out any actions necessary for the
concession to Company, as sole and exclusive beneficiary, of any such patents, protection or registration or any title or benefit in relation to the above, e.g. endorse any document needed in order for the Company or a third party that the Company
may indicate, to acquire all Intellectual Property rights, titles and diplomas etc., in relation to the aforesaid Intellectual Property, to the extent permitted by law.
(4)
The Executive hereby irrevocably appoints the Company as his representative in order to carry out on his behalf and in his name,
if so required, any action and generally use his name in order to render to the Company the total benefit deriving from this Agreement.
(5)
Above transfer of copyright and industrial property rights is valid for the term of protection of these rights, as the latter is
stipulated in law, while the territorial extent of the transfer covers both Greece and the entire world. At no time will the Executive act in a manner to prejudice the rights of the Company, including by failing to notify the latter promptly in
writing if the Executive becomes aware of any infringement, or suspected infringement, of the rights to the Intellectual Property. The Executive will during or after the term of this Agreement and upon the Company’s request and at the expense of
the latter, assist the Company (or as otherwise directed by the Company) in obtaining, enforcing and/or maintaining the Company’s rights in the Intellectual Property. The Executive warrants that the exploitation of the assigned rights and
interests does not and will not infringe the rights of any third party and in general there is nothing that might prevent the normal exploitation by the Company of the rights and interests hereunder transferred. To that effect, the Executive shall
hold the Company harmless against any and all claims eventually to be raised against the latter by any third party maintaining the infringement of its Intellectual Property rights as a result of the transfer effected as per this Agreement. For the
term of this Agreement and even after the expiry thereof, the Executive explicitly undertakes the obligation not to exercise or invoke against the Company, its successors, assignees and licensees, on any Intellectual Property to be delivered
pursuant to this Section 3(c) against good faith or against business practices or in a way that the economic exploitation by the Company of the works is hindered. In particular, in terms of copyright, the Executive, as per article 16 of Law
2121/1993, unconditionally and irrevocably consents to actions and omissions on the part of the Company constituting limitation especially of: (i) the right under article 4(1) (b) of Law 2121/1993 (right to be mentioned as creator of any such
work); (ii) the right under article 4(1)(c) of Law 2121/1993 (such work not to be distorted), insofar as above limitations are necessary for the exploitation of the Intellectual Property.
(d)
Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his
employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates. Therefore, in consideration of the SPAC Award (as defined below), the Executive’s continued
employment with the Company, and the Executive being granted access to the trade secrets, other Confidential Information and good will of the Company and its Affiliates, the Executive agrees as follows:
(i)
Non-Competition.
(1)
While the Executive is employed by the Company and during the twelve (12)-month period immediately following termination of
employment, (in the aggregate, the “Non-Competition Period”), the Executive will not, in any way involving the Services, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise,
engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by the Company or any of its Affiliates at any time during the Executive’s employment with the Company
or, with respect to the portion of the Non-Competition Period that follows termination of the Executive’s employment, at the time of such termination, in the Restricted Area.
(ii)
Business Partner Non-Solicitation. While the Executive is employed by the Company and during the eighteen
(18)-month period immediately following termination of employment, regardless of the reason therefor (in the aggregate, the “Non-Solicitation Period”), the Executive will not, directly or indirectly, (a) solicit or encourage any customer,
vendor, supplier or other business partner of the Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any
prospective customer, vendor, supplier, or other business partner of the Company or any of its Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct
with the Company or any of its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a business partner of the Company or any of its Affiliates at any time
within the twelve (12)-month period immediately preceding the activity restricted by this Section 3(d)(ii) or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within
such twelve (12)-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or any of its Affiliates or been
introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in his solicitation of such
Person.
(iii)
Employee Non-Solicitation. During the Non-Solicitation Period, the Executive will not, directly or indirectly, (a) hire
or engage, or solicit for hiring or engagement, any employee of the Company or any of its Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the
Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iii), an “employee” or an “independent contractor” of the Company or any of its Affiliates
is any Person who was such at any time during the twelve (12)-month period immediately preceding the activity restricted by this Section 3(d)(iii). Notwithstanding the foregoing, nothing contained herein shall prohibit or restrict Executive from
(1) engaging in any general solicitation not targeted at any employee of the Company or any of its Affiliates, including non-directed executive searches or placing general advertisements for employees in newspapers or other media of general
circulation, or (2) hiring such Persons who have not been employees of the Company or any of its Affiliates for at least six (6) months prior to the time of hiring.
(e)
In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the
terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3. The Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company
and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that, were the Executive to breach any of the covenants contained in
this Section 3, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in case of breach the obligations assumed under this Section 3, the Executive shall pay the Company as penalty an amount of Euro
one hundred fifty thousand (€150,000). The payment of this penalty shall be due without prejudice to any other rights or claims of the Company, including any other right of restitution of any positive or consequential damages, and shall not release
the Executive from his obligations hereunder. The Executive further agrees that the Non-Solicitation Period shall be tolled, and shall not run, during the period of any breach by the Executive of any of the covenants contained in Section 3(d)(ii)
or 3(d)(iii) above. The Executive and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time,
too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the
right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of
its Affiliates, or change in the nature or scope of the Executive’s employment or other relationship with the Company or any of its Affiliates, shall operate to excuse the Executive from the performance of his obligations under this Section 3.
4.
Termination of Employment. The Executive’s employment under this Agreement shall
continue until terminated pursuant to this Section 4.
(a)
By the Company For Cause. The Company may terminate the Executive’s employment for Cause upon notice to the Executive
setting forth in reasonable detail the nature of the Cause following a formal vote of the Board carrying at least a three-quarters (3/4) majority. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following:
(i) the Executive’s material failure to perform (other than by reason of disability), or gross negligence in the performance of, the Executive’s duties and responsibilities to the Company or any of its Affiliates, which material failure or gross
negligence, if capable of cure, is not cured by the Executive within thirty (30) days following the Board’s notice to the Executive of such material failure or gross negligence; (ii) the Executive’s material breach of any provision of this
Agreement or any other written agreement by and between the Executive and the Company or any of its Affiliates, which material breach, if capable of cure, is not cured by the Executive within thirty (30) days following the Board’s notice to the
Executive of such material breach; (iii) the Executive’s indictment for a felony or other crime involving moral turpitude; or (iv) other willful misconduct by the Executive with respect to his duties and responsibilities to the Company or any of
its Affiliates that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company or any of its Affiliates.
(b)
By the Company Without Cause. The Company may terminate the
Executive’s employment at any time other than for Cause upon notice to the Executive.
(c)
By the Executive for Good Reason. The Executive may terminate his
employment for Good Reason, provided that (i) the Executive provides written notice to the Company, setting forth in reasonable detail the nature of the condition giving rise to Good Reason, within sixty (60) days of the initial existence of such
condition, (ii) the condition remains uncured by the Company for a period of thirty (30) days following such notice and (iii) the Executive terminates his employment, if at all, not later than sixty (60) days after the expiration of such cure
period. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Executive’s consent: (A) a reduction in the Executive’s Base Salary or Target Bonus opportunity; (B) a material diminution
in the Executive’s authority, duties or responsibilities; (C) a relocation of the Executive’s principal office by more than fifty (50) kilometers; or (D) a material breach by the Company of this Agreement or any other material agreement between the
Executive and the Company.
(d)
By the Executive Without Good Reason. The Executive may terminate his employment without Good Reason at any time upon
sixty (60) days’ notice to the Company. The Board may elect to waive such notice period or any portion thereof but, in such event, will pay to the Executive the Base Salary for the period so waived.
(e)
Death and Disability. The Executive’s employment hereunder shall automatically terminate in the event of the Executive’s
death during employment. The Company may terminate the Executive’s employment, in accordance with the relevant provisions of Greek employment law as in effect from time to time, in the event that the Executive becomes disabled during his
employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder (notwithstanding the
provision of any reasonable accommodation) for a period of one hundred and eighty (180) days during any period of three hundred sixty-five (365) consecutive days. If any question shall arise as to whether the Executive is disabled to the extent
that he is unable to perform substantially all of his duties and responsibilities for the Company and its Affiliates, the Executive shall, at the Company’s request, submit to a medical examination by a physician selected by the Company to whom the
Executive or the Executive’s guardian, if any, has no reasonable objection to determine whether the Executive is so disabled, and such determination shall for purposes of this Agreement be conclusive of the issue.
5.
Other Matters Related to Termination.
(a)
Final Compensation. In the event of termination of the Executive’s
employment with the Company, howsoever occurring, the Company shall pay the Executive (i) the Base Salary for the final payroll period of his employment, through the date his employment terminates; (ii) compensation for any vacation time earned but
not used as of the date his employment terminates; (iii) any earned but unpaid annual bonus for the year prior to the year in which his employment terminates (which shall be paid at the same time that annual bonuses for such year are paid to
similarly-situated active employees of the Company); and (iv) reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the date his employment terminates,
provided that the Executive submits all expenses and supporting documentation required within sixty (60) days of the date his employment terminates, and provided further that such business expenses are reimbursable under Company policies then in
effect (all of the foregoing, “Final Compensation”). Except as otherwise provided in Section 5(a)(iii) or 5(a)(iv), Final Compensation will be paid to the Executive on the date of termination.
(b)
Severance Payments. In the event of any termination of the Executive’s employment pursuant to Section 4(b) or Section
4(c) above, except as provided in Section 5(c) below, the Company will pay the Executive, in addition to Final Compensation, an aggregate amount equal to one (1) times the Base Salary plus the Target Bonus plus an amount equal to the premium cost
of twelve (12) months of coverage under the Company’s group medical, dental, and visions plans provided to other senior executives of the Company for their individual coverage, payable on the date of termination, which is inclusive of any minimum
severance indemnity due to the Executive under Greek law.
(c)
Severance Payments Upon a Change of Control. In the event of any termination of the Executive’s employment pursuant to
Section 4(b) or Section 4(c) above within (x) 12 months following a Change of Control or (y) within the sixty (60) day period prior to the date of a Change of Control where the Change in Control was under consideration at the time of the
Executive’s termination, the Company will pay the Executive, in addition to Final Compensation, an aggregate amount equal to two (2) times the Base Salary plus the Target Bonus plus an amount equal to the premium cost of eighteen (18) months of
coverage under the Company’s group medical, dental, and visions plans provided to other senior executives of the Company for their individual coverage, payable on the date of termination, which is inclusive of any minimum severance indemnity due to
the Executive under Greek law (Section 5(b) or 5(c), as applicable, the “Severance Payments”).
(d)
Conditions To Severance Payments. Any obligation of the Company to
provide the Executive the Severance Payments is conditioned on his signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form
provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, on the date the Executive’s employment terminates. In
case this condition is not satisfied, the Executive will be entitled to any minimum severance indemnity due to him under Greek law.
(e)
Severance Payment in the Event of Termination by the Company for Cause.
In the event of termination of the Executive’s employment by the Company pursuant to Section 4(a), the Executive will be entitled to the minimum severance indemnity provided by Greek law, if any.
(f)
Treatment of SPAC Award Upon Certain Qualifying Terminations of Employment or Change of Control.
(i)
If the Executive’s employment is terminated pursuant to Section 4(b) or Section 4(c) either (x) within 12 months following a
Change of Control or (y) within the sixty (60) day period prior to the date of a Change of Control where the Change in Control was under consideration at the time of Executive’s termination, (A) the Executive shall become fully vested and
exercisable in the award of stock option and restricted stock units issued by Purchaser (as defined in the Merger Agreement) to the Executive pursuant to the terms of the Incentive Plan and an equity award agreement at or promptly following the
Closing (such award, the “SPAC Award”) and (B) any outstanding award of stock options issued pursuant to the SPAC Award will remain exercisable until the earlier of (x) a period of one year following Executive’s termination date or (y) the
original term of such award. The accelerated vesting contemplated herein is conditioned upon Executive’s timely execution and nonrevocation of the Separation Agreement, as contemplated pursuant to Section 5(d).
(ii)
If, as of the date of a Change of Control the acquirer does not agree to assume or substitute for equivalent stock options any
options held by Executive issued pursuant to the SPAC Award, such stock options shall become fully vested and exercisable as of the date of the Change of Control.
(g)
Benefits Termination. The Executive’s participation in all employee benefit plans shall terminate in accordance with the
terms of the applicable benefit plans based on the date of termination of his employment.
(h)
Survival. Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if
necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the Executive’s obligations under Section 3 of this Agreement. The obligation of the Company to make payments or provide benefits to the
Executive under Section 5(b), and the Executive’s right to retain the same, are expressly conditioned upon his continued full performance in all material respects of his obligations under Section 3 of this Agreement. Upon termination by either
the Executive or the Company, all rights, duties and obligations of the Executive and the Company to each other shall cease, except as otherwise expressly provided in this Agreement.
6.
Definitions. For purposes of this Agreement, the following definitions apply:
“Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by
management authority, equity interest or otherwise.
“Change of Control” has the meaning ascribed to such term in the Incentive Plan (as defined in the Merger Agreement).
“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential
Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters
the public domain, other than through the Executive’s breach of his obligations under this Agreement or any other agreement between the Executive and the Company or any of its Affiliates.
“Intellectual Property” means inventions, patents (inclusive of the right to be awarded with a patent), utility models, designs, improvements on existing
inventions or designs, work methods and knowhow, discoveries, developments, methods, processes, compositions, works, concepts and ideas, end results, projects, preliminary or final deliverables, upgrades, trademarks, logos and/or any other
information or data (whether or not patentable or protected as utility model or as an industrial design or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with
others, whether or not during normal business hours or on or off Company premises) during the Executive’s employment that relate either to the business of the Company or any of its Affiliates or to any prospective activity of the Company or any of
its Affiliates or that result from any work performed by the Executive for the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.
“Restricted Area” means any geographic area in which the Company or any of its Affiliates does business or is actively planning to do business during
Executive’s employment or, with respect to the portion of the Non-Competition Period that follows the termination of the Executive’s employment, any geographic area in which the Executive, at any time within the last two (2) years of the Executive’s
employment with the Company, provided services or had a material presence or influence.
“Services” means any of the services that the Executive provided to the Company or any of its Affiliates at any time during the Executive’s employment with the
Company or, with respect to the portion of the Non-Competition Period that follows the termination of the Executive’s employment, during the last two (2) years of the Executive’s employment with the Company.
“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization,
other than the Company or any of its Affiliates.
7.
Conflicting Agreements. The Executive
hereby represents and warrants that his signing of this Agreement and the performance of his obligations under it will not breach or be in conflict with any other agreement to which the Executive is a party or is bound, and that the Executive is
not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of his obligations under this Agreement. The Executive agrees that the Executive will not disclose to or use on behalf
of the Company any confidential or proprietary information of a third party without that party’s consent.
8.
Withholding. All payments made by the Company under this Agreement shall be reduced by
any tax, social security contributions or other amounts required to be withheld by the Company to the extent required by applicable law.
9.
Severability. If any portion or
provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
10.
Miscellaneous. This Agreement sets forth the entire agreement between the Executive and
the Company, and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment; provided, however that this Agreement shall not
supersede any prior assignment of intellectual property to the Company or any of its Affiliates. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Executive and an
expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two
or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This is a Greek contract and shall be governed and construed in accordance with the laws of Greece, without regard to
any conflict of laws principles that would result in the application of the laws of any other jurisdiction, and the contracting parties subject themselves with respect to the interpretation or resolution of disputes arising hereunder to the
jurisdiction of the Athens courts.
11.
Notices. Any notices provided for in this Agreement shall be in writing and shall be
effective when delivered in person and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, to it at its principal place of business, attention of the Chairman of the Board, or to such
other address as either party may specify by notice to the other actually received.
IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.
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THE EXECUTIVE:
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THE COMPANY:
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By:
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Christos Kaskavelis
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Name:
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Title:
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Exhibit 99.1
www.advent.energy Updated Investor PresentationJanuary 2021 NEXT GENERATION FUEL CELL TECHNOLOGY
2 This presentation has been prepared by Advent Technologies Inc. (“Advent”) and AMCI Acquisition Corp.
(“AMCI”) to assist interested parties in making their own evaluation with respect to the proposed business combination between Advent and AMCI and for no other purpose. The data contained herein is derived from various internal and external
sources. Please refer to the merger agreement for the business combination between Advent and AMCI and the filings by AMCI with the United States Securities and Exchange Commission (“SEC”) for the full terms of the transaction. While the
information contained in this presentation has been prepared in good faith, neither Advent nor AMCI, nor any of their respective shareholders, directors, officers, agents, employees, affiliates, representatives or advisors, makes any
representations or warranties (express or implied) as to, or in relation to, the fairness, accuracy, reliability or completeness of the information in this presentation, and liability therefor is expressly disclaimed. Accordingly, neither
Advent nor AMCI, nor any of their respective shareholders, directors, officers, agents, employees, affiliates, representatives or advisors, takes any responsibility for, or will accept any liability, whether direct or indirect, express or
implied, contractual, tortious, statutory or otherwise, with respect to the accuracy or completeness of the information in this presentation or for any of the opinions, estimates, projections, forecasts, targets, or prospects contained in this
presentation or for any errors, omissions or misstatements or for any loss, howsoever arising from this presentation. The information, opinions, estimates, projections, forecasts, targets, or prospects contained in this presentation are
provided as at the date of this presentation and are subject to change without notice.This presentation contains financial information prepared in accordance with U.S. generally accepting accounting principles (“GAAP”) that have been extracted
without material adjustment from audited GAAP financial statements and/or extracted or derived from unaudited accounting records that have been used to prepare GAAP financial statements. This presentation also contains certain non-GAAP
financial measures which have not been and will not be audited. These non-GAAP financial measures are not recognized measures of financial performance or liquidity under GAAP, but are measures used by Advent’s management to monitor the
underlying performance of Advent’s business and operations. These non-GAAP measures may not be indicative of Advent’s historical operating results nor are such measures meant to be predicative of future results. These measures and ratios may
not be comparable to those used by other companies under the same or similar names. As such, undue reliance should not be placed on these non-GAAP financial measures. Certain financial information contained herein is unaudited and is based on
internal records and/or estimates. This presentation contains certain forward-looking information which may not be included in future public filings or investor guidance. The inclusion of financial information or metrics in this presentation
should not be construed as a commitment by Advent or AMCI to provide guidance on such information in the future. The balance sheet and income statement data contained herein is currently subject to audit in accordance with the rules of the
Public Company Accounting Oversight Board (“PCAOB”) and may be updated or modified in the final audited financial statements included in the proxy statement with respect to the meeting of AMCI stockholders related to AMCI’s business combination
with Advent and the related registration statement on Form S-4.The information contained in this presentation is the property of Advent and AMCI. This presentation may not be copied, published, reproduced or distributed in whole or in part at
any time without the prior written consent of Advent and AMCI. The trademarks and trademark symbols used herein are the properties of their respective owners.This presentation does not constitute investment, legal, accounting, regulatory,
taxation or other advice, and neither this presentation nor the information in this presentation takes into account the recipient’s investment objectives, or the recipient’s legal, accounting, regulatory, taxation or financial situation or
particular needs. In particular, any estimates, projections, forecasts, targets, prospects or opinions contained in this presentation necessarily involve significant elements of subjective judgment, analysis and assumption are based upon the
reasonable judgment of Advent and AMCI, subject to change without notice, and each recipient should satisfy itself in relation to such matters. This presentation, the information contained in this presentation or any related oral presentation
is for informational purposes only and does not constitute, or form part of, any offer, invitation to sell or issue, or any solicitation of any offer to subscribe for, purchase or otherwise acquire any securities in Advent or AMCI or their
respective affiliates, nor shall this presentation, or the fact of its communication, form the basis of, or be relied upon in connection with, or act as any inducement to enter into any contract or commitment whatsoever with respect to such
securities. This presentation and the information in this presentation are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require registration of licensing within such jurisdiction. This presentation contains financial forecasts with respect
to Advent’s estimated future performance. These forecasts have been prepared solely by Advent and have not been diligenced by AMCI. Neither AMCI’s independent auditors nor the independent auditors of Advent audited, reviewed, compiled or
performed any procedures with respect to the projections for the purpose of their inclusion in this Investor Presentation and, accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for
the purpose of this presentation. None of these forecasts were prepared with a view toward compliance with the published guidelines of the SEC, PCAOB, GAAP or the guidelines established by the American Institute of Certified Public Accountants
for preparation and presentation of financial forecasts. These projections should not be relied upon as being necessarily indicative of future results. In this presentation certain of the above-mentioned projected financial information has been
included (in each case, with an indication that the information is an estimate and is subject to the qualifications presented herein) for purposes of providing comparisons with historical data. The assumptions and estimates underlying the
prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in
the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Advent or AMCI or that actual results will not differ materially from those presented in the
prospective financial information. Inclusion of the prospective financial information in this Investor Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information
will be achieved. The financial forecasts reflect assumptions that are subject to change, and there can be no assurance that AMCI’s or Advent’s financial condition or results of operations will be consistent with those set forth in such
analyses and forecasts. Disclaimer
3 This presentation contains “forward-looking statements” within the meaning of applicable securities
laws, including statements with respect to Advent’s strategies, future opportunities and growth prospects, Advent’s financial statements, as well as other information and statements that are not historical fact. These forward-looking statements
regarding future events and the future results of Advent and AMCI are based on current expectations, estimates, forecasts, and projections about the industry in which Advent operates, as well as the beliefs and assumptions of Advent’s
management. These forward-looking statements are only predictions and are subject to known and unknown risks, uncertainties, assumptions and other factors beyond Advent’s or AMCI’s control that are difficult to predict because they relate to
events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises or guarantees of future performance. Therefore, Advent’s actual results may differ materially and adversely from those
expressed or implied in any forward-looking statements and Advent therefore cautions against relying on any of these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to:
economic conditions globally; the impact of competition; political and economic developments in the countries in which Advent operates; regulatory developments in Greece, Europe and internationally; the COVID-19 pandemic; the inability for any
reason to close the transactions contemplated by the merger agreement between Advent and AMCI; the inability to recognize the anticipated benefits of the proposed business combination between ACMI and Advent, which may be affected by, among
other things, the amount of cash available following any redemptions by AMCI’s stockholders; the ability to meet NASDAQ’s listing standards following the consummation of the proposed business combination; costs related to the proposed business
combination; Advent’s ability to manage growth; Advent’s ability to execute its business plans and the timing and costs of these plans; Advent’s estimates of the size of the markets it serves; the rate and degree of market acceptance of
Advent’s products; rising costs or pricing pressures adversely affecting Advent’s profitability, including sales and marketing expenses; expectations regarding capacity constraints; potential litigation involving AMCI or Advent; the validity or
enforceability of Advent’s intellectual property and Advent’s compliance with the intellectual property rights of third parties; and other risks and uncertainties indicated from time to time in the definitive proxy statement to be delivered to
AMCI’s shareholders and related registration statement on Form S-4, including those set forth under “Risk Factors” therein, and other documents filed or to be filed with the SEC by AMCI. Any forward-looking statements made by or on behalf of
Advent or AMCI speak only as of the date they are made. Neither Advent nor AMCI undertakes any obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based. Accordingly, attendees and recipients should not place undue reliance on forward-looking statements due to their inherent uncertainty. In this presentation, Advent relies
on and refers to information and statistics regarding industry data. Advent obtained this information and statistics from third-party sources, including reports by financial data firms and other firms. Advent has supplemented this information
where necessary with information from discussions with its own internal estimates, taking into account publicly available information about other industry participants and Advent’s management’s best view as to information that is not publicly
available. Such information has not been subject to any independent audit or review. To the extent available, the industry, market and competitive position data contained herein has come from official or third party sources. Third party
industry publications, studies and surveys generally state that the data contained therein has been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While Advent
reasonably believes that each of these publications, studies and surveys has been prepared by a reputable party, neither Advent nor AMCI nor any of their respective directors, officers, employees, agents, affiliates, advisors or agents, have
independently verified the data contained therein. In addition, certain industry, market and competitive position data contained herein come from Advent’s internal research and estimates based on the knowledge and experience of Advent’s
management in the markets in which Advent operates. While Advent reasonably believes that such research and estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for
accuracy or completeness and are subject to change. Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in such information and no representation or warranty (express or implied) is
given that such data is correct or complete.In connection with the proposed business combination between AMCI and Advent and related transactions, AMCI will file preliminary and definitive proxy statements and a registration statement on Form
S-4 with respect to the proposed business combination and related matters with the SEC, and will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of AMCI are advised to read,
when available, the preliminary proxy statement and registration statement, and amendments thereto, and the definitive proxy statement in connection with AMCI’s solicitation of proxies for its stockholders’ meeting to be held to approve the
proposed business combination and related matters and the related registration statement because the proxy statements and registration statement will contain important information about the proposed business combination and related transactions
and the parties to such arrangements. The definitive proxy statement will be mailed to stockholders of AMCI as of a record date to be established for voting on the proposed business combination and related matters. Stockholders will also be
able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Investor Relations, AMCI Acquisition Corp., 1501 Ligonier Street, Suite 370, Latrobe, PA 15650.AMCI,
Advent, and their respective directors, executive officers and other members of their management and employees, may, under SEC rules, be deemed to be participants in the solicitation of proxies of AMCI’s stockholders in connection with the
proposed business combination and related transactions. Information concerning the interests of AMCI’s and Advent’s participants in the solicitation, which may, in some cases, be different than those of AMCI’s and Advent’s equity holders
generally, will be available in the proxy statement relating to the proposed business combination and related matters to be filed by AMCI with the SEC.By reading this presentation, you agree to be bound by the limitations set out herein. Any
failure to comply with these restrictions may constitute a violation of applicable laws. Disclaimer (continued)
Transaction Summary 4 Vasilis GregoriouChairman & CEO Emory De CastroCTO Advent Technologies,
Inc. AMCI Acquisition Corp. Bill HunterCEO & PresidentIncoming President & CFO of Advent Technologies, Inc. AMCI Acquisition Corp. (“AMCI”) has proposed to enter into a business combination with Advent Technologies, Inc.
(“Advent”), an innovation driven fuel cell technology company that is unlocking the Hydrogen EconomyAMCI (NASDAQ:AMCI) is a publicly listed special purpose acquisition company with ~$93 million of cash held in trust, and has raised a $65
million PIPE to provide further capital in the transactionAdvent and AMCI are combining to advance the development and manufacturing of Advent’s platform technology that is based on high-temperature proton exchange membranes (HT-PEM)The
transaction will fully fund the next phase of Advent’s expansion efforts to respond to significant and immediate market opportunitiesAdvent’s existing shareholders are rolling 100% of their equityIt is anticipated that the post-closing company
will retain the Advent name and be listed on NasdaqThe transaction is currently expected to close in early 2021 Transaction Structure AMCI & Advent Technologies – An ideal combination to unlock the Hydrogen Economy Transaction implies
pro forma enterprise value of $326 million(1)2.7x 2024E Revenue projection of $122.8 million, compared to peer average of 24.2x(2)13.7x 2024E EBITDA projection of $23.8 million, compared to peer average of 119.6x(2)Existing Advent shareholders
will receive 54% of the pro forma equity(1)Pro forma, Advent will have ~$135 million of cash to help realize production ramp up Valuation (1) Refer to page 35 for additional details. (2) Refer to page 36 for peer analysis.
Investment Highlights Experienced management team delivering breakthrough technology in
partnership with world class research centers Advent is the missing puzzle piece to unlocking the Hydrogen Economy with low-cost energy solutions Proven, scalable business model that delivers consistent and recurring revenue, with a ~$100m
revenue opportunity per 1GW of demand Solving the range and recharge mobility problems with Li-ion batteries given greater energy storage capability 5 Platform technology provides critical performance benefits for a wide range of end
markets, with a total estimated market size of more than 850GW by 2040 Sources: Global Data, Bloomberg New Energy Finance. Developing and manufacturing the critical components for high-growth new energy markets, including transportation,
off-grid, aviation and the Hydrogen Economy Low cost, fuel-flexible and resilient fuel cell technology – solving the need for expensive hydrogen infrastructure
1. Company Overview
Pioneering, critical technology for the Hydrogen Economy We Are Advent Next Generation Fuel Cell
TechnologyBacked by 50+ international technology and process patentsFuel-flexible, lower cost, longer life – works anywhereSupported by industry leading partners Our Partners Our Markets Fuel cells for EV automotive, aviation and stationary
/ off-grid applicationsEnergy StorageIoT SensorsHydrogen Production Timing is Now Ramping up of EV automotive sector is inflection point for demand of fuel cellsSuccess of Tesla and others provides high visibility for clean techAdvent’s team
is highly skilled in production ramp-up and ready to execute on the growth plan of the company Proven Product Ready for Market AdoptionAdvent’s MEA products are already being used and tested for use by a number of top tier customersHeavy truck
users beginning adoption of hydrogen fuel cells to extend EV rangeRoll-to-roll manufacturing process provides for scalable, high margin business 7
Advent Fuel Cell is Flexible Broad market, low infrastructure cost Advent’s fuel-flexible capabilities
solve the hydrogen infrastructure problem opening an immediate market opportunity 8 AdventMEA Inside Advent Hydrogen, (green) methanol, natural gas, biofuels, ammonia Now: Multi-fuelInfrastructure available now; can deploy
Immediately Future: eFuelszero-emissions hydrogen based liquid fuels Competition LT-PEM Requires 99.99% pure hydrogenInfrastructure Cost 100x higher Hydrogen CFRP Tanks for transport, storage$1.5m+ for new refill
stations Marine Aviation: Drones, eVTOLs Electric Vehicles Off-Grid Power Fuel Cell Compressed Hydrogen is problematic for aviation, marine, and off-grid
MEA Application in TransportationAdvent Solves the Range and Recharge Problems 9 Advent provides
consumers with the same convenience as a conventional vehicle without the pollution
Solving the Hydrogen Infrastructure Problem Advent’s fuel-flexible capabilities allow for
significantly reduced infrastructure requirements and provides energy solutions for billions of people in the developing-world 10 ~$50billion RENEWABLE &LOW-CARBON FUELS Retrofit trucks, tanks and pumps DISTRIBUTION: WHOLESALE TO
END-USERS GLOBAL: INFRASTRUCTURE COSTS(1) Hydrogen CFRP Tanks for transport, storage ~$15,000billion Battery Grid upgrades, new charging stations ~$5,000Billion Advent Fuel Cells’ Innovative Capability Sources: Joule,
Management Estimates. (1) Estimated upfront infrastructure costs, assuming 200 cars per 1000 people of each type. Methanol and biofuels can use existing infrastructure (with minor modifications) built for incumbent liquid fuels.
Next Generation fuel cell technology that significantly improves the economics of hydrogen
power What We DoOur Products High-Temp Fuel Cell Complete Systems Develop, Manufacture & Sell Develop & License Fuel-flexible fuel cells that significantly reduce need for hydrogen infrastructureEnter into joint
development programs with partnersIntend to scale-up production for mobility (auto, aviation) and stationary (off-grid, portable, security, charging station) markets Leverage MEA technology with a matched fuel cell and license to system
integrators, Tier 1s and OEMsIP in design, cooling, testing and optimization Membrane & Electrode Assembly (“MEA”) MEA is the “heart of the fuel cell”Analogous to Li-ion cell for the battery industry High-Temp PEM Membranes Next
generation electricity conducting plastics that can operate at 160+oCSignificantly enhances capabilities and performance of fuel cells and other clean technology systems 11 Advent’s technology is fuel-flexible, lightweight and resilient
Unique Market Position in the Fuel Cell Value Chain Only vertically-integrated supplier of HT-PEMs to
fuel cell OEMs and system manufacturers 12 % of fuel cell cost HT-PEM LT-PEM SOFC Membrane MEA manufacture & assembly Fuel cell technologyEngineering/Licensing Fuel cell OEMs, and System
Manufacturing 3% 25% 30% 100% Any Fuel, Anywhere Hydrogen Only Stationary Only
Advent’s MEAs are the “heart” of the fuel cell & all electrochemistry applications –
analogous to Li-ion cell for battery packs Advent MEAMarket Changing Technology $350b by 2040 Telco, O&G, Mining, CHP powerAPUDefense, security, marine Off-grid Power $1,200bby 2027 Heavy-duty trucksCommercial vehiclesPassenger
EVsRange extenders for SUVTaxisCharging stations EV Automotive $27b by 2030 Commercial droneSurveillance/DefenseeVTOLsCommercial aviationZero-emissions flightAuxiliary power Aerospace & Defense $2.3bby 2028 Hydrogen technology &
generationElectrolysisPower to gas, power to liquid technology providers Hydrogen Production $4.5b by 2028 Vanadium and Iron flow battery Microgrid, industrial and utility marketsUsed for balancing renewable power demand & supply Energy
Storage $1.3b by 2027 Electrochemical sensor for: pollution monitoring, medical, food, consumer apps IoT, Sensors Applications FUEL CELLS OTHER MARKETS Market & Size 13 MEA Membrane Electrode Assembly Advent Inside Sources:
Grand View Research, IDTechEx, Markets and Markets, Lux Research, Allied Market Research.
Scale-up fundraising; progressing majorcontracts Consolidating 50+ international patents and $500m+
of technology investments by partners, predecessors and strategic licensing & acquisition agreements Evolution & Innovation 2012 Collaboration with US DoE Los Alamos, Brookhaven labs Incorporate in USASeed Round
2013-2016 Projects with NASA, ESA, DoE R&D 2018-2019 2020 Consolidate membrane technology; BASF license UltraCell renews multi-year supply contract License advanced stack technology from EnerFuel US Navy purchases
stacks SAFRAN expands program ESS signs component supply agreement Palcan signs MEA supply agreement Stealth IoT company begins program with Advent EV manufacturerengagement 2003 Development of initial fuel cells Development /
Evolution Key Partnerships Market Penetration Beyond Production ramp up and commercialization of products Mass Adoption 14 Advent TPS®introduced
Vancouver-based developer of fuel cells for the Chinese marketApplications in automotive, stationary,
off-grid marketsAdvent supplies key component Award-winning Munich-based fuel cell manufacturer. Recently secured EU Horizon 2020 funding approvalSiqens has developed the Ecoport 800 HT-PEM fuel cell for off-grid applications using methanol as
the hydrogen carrierAdvent supplies MEAs Proven technology with products already in market World-Class Customer Base International high-technology group with 84,000 employees worldwide; operates in aviation, defense and space marketsAdvent
supplies MEAs and collaborates on innovation WE DEVELOP, MANUFACTURE, AND SELL Oregon iron flow battery for off-grid and utility systemsBacked by established cleantech investors including Breakthrough Energy & BASF Ventures Advent
supplies component of ESS’s iron flow battery California-based developer of fuel-flexible fuel cells for mobile, portable power solutionsSupplier to the U.S., U.K. and other armiesAdvent supplies MEAs Silicon Valley-based IoT
InnovatorDevelops specialized sensors Multi-year collaboration with significant commercial potentialAdvent supplies core component Japanese multinational automotive manufacturerApplications in fuel cell vehiclesAdvent MEAs are tested for
next generation vehicles FuelCell Energy, Inc. (NASDAQ: FCEL) is a global leader in delivering clean, efficient, and affordable fuel cell solutions configured for the supply, recovery, and storage of energyAdvent supplies MEAs for
tri-generation systems 15 Portable Power Off-Grid Energy Storage Aviation Gas Sensors Off-Grid Auto Power Generation
Fuel Cell Market Opportunity TYPICAL SIZE OF ONE UNIT 1-5kW OFF-GRID,
CHPSTATIONARY 250-520GW PASSENGER, COMMERCIAL EV 15-30kW 120-680GW HEAVY-DUTY TRUCKMUNICIPAL BUS 100kW+ 40-100GW EVTOL, COMMERCIAL DRONE, PORTABLE REMOTE POWER 1-30kW ~20GW(1) MARKET SIZE2040 16 Customer’s Power Requirements 1
GW Advent Target Cost per kW (2025) $80/kW MEA Sales Revenue $80M Licensing Fees(2) $16M Total Revenue to Advent Per GW $96M Sources: Global Data, Bloomberg New Energy Finance. (1) Management Estimates. (2) Assumes licensing fees are
equal to 5% of customer’s fuel cell sales and 30% of MEA cost. Fuel cells & hydrogen production can be a $50 billion market by 2030 driven by well-established global policy support Advent revenue expected to be ~$100m per GW
Strategic partnerships accelerate product development and reduce customers’ launch timeframes Industry
Leading Access and Technology DoE, L’Innovator Program: Partner with top US-labs for next-gen developmentBegan partnership with Los Alamos L’Innovator program in 2019 UltraCell: Licensing agreement since 2016 with leading provider of
portable, lightweight fuel cells In-house Expertise: Scale-up expertise – working for and with top chemistry leadersWorking with BASF for 7+ years 17
Advent’s technology is the right choice for mobility and affordable power anywhere Fuel Cell Technology
Evolution 18 Fuel-Flexibility (Wide Market Opportunity) Fit for Mobility (Power Density, Heat Management, System Simplicity) Resilience, Durability, Lifetime Affordability (Total Cost of Ownership) Improved Commercial
Applications HT-PEM (Competitors) Advent HT-PEM Least Benefit to End User LT-PEM (Competitors) Most Benefit to End User
20+ years as a C-Suite Officer in Tech/Marketing (founded start up to AIM & Nasdaq IPOs)Ph.D. in
Supply Chain Management and M.Sc. in Manufacturing Engineering, Boston UniversityB.Sc. in Electrical Engineering and B.A. in Business Economics, Brown University Chris KaskavelisCMO Proven track-record of technological development and
commercialization Leadership & Expertise Vasilis Gregoriou*Chairman & CEO 30+ years of operational and strategy experience in the US and EuropeWorld-renowned renewable energy expertExtensive experience in product development and
company managementPh.D. in Physical Chemistry, Duke MBA, Northeastern 35+ years of technology commercialization, 25+ years in fuel cellsVolume manufacturing expertDOE Manufacturing AwardBASF Fuel Cell Inc.PEMEAS Inc., and De Nora
N.A.E-TEKPh.D., CincinnatiB.S., Duke Emory De Castro*CTO Bill Hunter*CEO, AMCIIncoming President & CFO of Advent Technologies, Inc. 25+ years of financial services experience, with a focus on the industrial and natural resources
sectorsLong track record in battery metals-related investments, including current Board member of American Battery Metals Corp.MBA, DePaul University *Indicates member of Board of Directors following the Business Combination. Additional Board
of Director members include Katherine Fleming, Anggelos Skutaris, Katrina Fritz and Lawrence Clark. 19 30+ years experience in corporate and securities law, M&A, VC, corporate finance and IP lawLong track record working with companies
in the clean energy and technology sectors, with specific experience in the fuel cell industryLL.M. in Corporate Law, NYUJ.D., New England School of LawB.A., Providence College Jim CoffeyCOO and General Counsel
www.advent.energy 2. Next Generation Fuel Cell
Fuel cells solve for issues that cannot be solved by batteries alone True net-zero (not grid-dependent)
with green fuels Next Generation Technology Accelerates Clean Energy Transition 21
Bringing down cost/kW – Advent’s fuel cell technology enables longer-lasting, lower cost, more robust and
more powerful fuel cells Advent Fuel Cells Outperform Competition Advent vs incumbent LT-PEM technology Any Fuel, Anywhere Advent technology allows fuel cells to be: Long lasting Degradation is still a problem for fuel cellsAdvent can
more than triple lifetime (~10,000 hrs to 10% power loss vs 3,500) Fuel-Flexible Hydrogen infrastructure can be delivered quickly and efficiently with methanol or other hydrogen sources such as biogasImpurities in regular hydrogen such as 10
ppm CO (carbon monoxide) kill a low temperature fuel cell – our materials withstand > 2 % COThe same holds true for air purity; air pollution decreases power in low temperature fuel cells Resilient Reducing humidity and temperature issues
increases life and reduces cost, and these units work anywhere in the worldLow temperature cannot run hot and dry – no less than 50% Relative Humidity (RH) and not hotter than 70 °C while our technology runs from 0% RH (Nevada) to 100% (Florida
in the summer) High Power At least as powerful as current tech (1,100 mW/cm2 peak power) without the extra weight and volume of complex cooling and water management Cost Competitive Roll-to-roll processing mated to catalyst technology that
reduces platinum 8-10 foldSimpler system design and fuel flexibility drop TCO massively 22
Enabling the Hydrogen Economy Cost Increasing Range of Applications Advent Primary
Applications HCV, Municipal Bus Transportation Off-Grid Power Generation ~100-700GW ~40-100GW Market Size2040 ~250-500GW 23 Current Future Any Fuel Anywhere Extreme Heat (+55oC) Freezing
Temperatures(-20oC) Pollution HighHumidity Hydrogen eFuels Natural Gas Ethanol Ammonia Methanol MEA Membrane Electrode Assembly Sources: Bloomberg New Energy Finance, Global Data. For every GW of market size, Advent has the
potential to earn an estimated $100 million by driving down costs and improving capabilities
Advent is winning the race to be the low cost industry provider able to take market share from battery
and ICE vehicles Low Cost Drives Adoption Substantial unit cost savings as MEA production builds up due to raw material purchasing efficiency & reduced processing costsProcurement, labor and processing costs all highly competitive due to
location of manufacturing Substantial cost savings due to automation of assembly line and advanced MEA product development projectsAutomation of assembly line provides 3x efficiency improvement in direct labor costsAdvent’s advanced MEA will
provide the same power output with ~25% of the raw materials Cost Reduction by Scale-up Advent’s Patented Technology Provides for Significant Advantage Relative to Peers Cost($/kW) 2021 24 Cost Reduction through
Innovation Competition Advent 2022 2023 2025 2025 Ramp-up of advanced MEA Source: Management estimates. Target: $80/kw
www.advent.energy 3. Beyond Fuel Cells
Vast Market Opportunities Beyond Fuel Cells Energy Storage Green Hydrogen Production:
Electrolysis IoT Sensors Description Storage solutions for wind or solar energy (utility, commercial & industrial, off-grid) Green Hydrogen is essential for decarbonization, energy storage, and can be converted to renewable
fuel Miniaturized sensors with applications in pollution detection, health screening and eNoses (phones that can “smell”) Advent Competitive Advantages Lower cost (50% lower) and higher power (5-10%)Adaptable to numerous RFB
chemistriesAlready commercial and deployed in the market Exceeds DOE goals for H2 productionEliminates platinum on the anodeR&D with key partners for directly using salt water for electrolysis and hydrogen production High-temp Advent
Materials are ideal for this applicationMulti-year development and ready for productionKorean and Chinese phone makers poised to implement eNose in 2021 Market Size $4.5 billion by 2028 $2.3 billion by 2028 $1.3 billion by 2027 IoT
ElectrochemicalSensors Advent MEA Flow Battery Advent Membrane Water Electrolysis Plant Renewable Power Generation 01 02 03 26 Sources: IDTechEx, Allied Market Research.
www.advent.energy 4. Business Plan
Engineering Fees Prototype Phase:We develop in cooperation with OEM specific prototype
fuel cell system for application/market $2m $60m Year 3: 30 MW Year 5:450 MW Year 4: 120 MW Year 6: 750 MW Advent’s business model provides strong customer traction and high revenue
visibility Business ModelIllustrative Revenue from Single OEM Early Production Phase:We manufacture MEAs and earn license fees on fuel cell system Mass ProductionWe sell MEAs and earn license fees MEA sales Licensing fees OEM:Fuel cell
manufacturer or EV manufacturer Advent:Manufacturer of MEAs& developer of fuel cell systems50+ patents, $500m of IP and partnerships with top US-labs provide for competitive advantage OEM focuses on manufacturing & marketing
preparation Mass market scale-up – to 100k+ units $3m $11m $37m MEAs produced by roll-to-roll manufacturing means low-capex, high-margin scalability 28 $0.3 Year 7: 1 GW $1m $4m $13m $2m $39m $7m $72m $12m
$96m $16m $80m Year 2 Year 1 MEA sales Licensing fees MEA sales Licensing fees
Advent’s revenue growth is driven by significant power requirements across our target markets Revenue
Growth Plan Projected revenue composition by category 2021-2025 ($m) 29
Customer Advent Product Details Multiple OEMs – Fuel Cell EV trucks HT-PEM fuel
cells 5,000+ trucks on the road @ 200kW per truck1GW potential opportunity in 2025 Asian fuel cell manufacturer MEA Existing customerMoU in place envisages >5m MEAs in 2023 – 2x forecast MEA production US OEM – portable
power MEA (Durability and Temperature Resilience) OEM currently supplies portable power fuel cell units to 4 military units globally, including in the U.S. and U.K.Existing customerProjected revenue opportunity $20m in 2025 from single
product only Asia – EV charging stations HT-PEM fuel cells Target 4,500 stations @ 240kW per station = 1.1 GW opportunity US IoT – gas sensor Membranes for heat resistivity Silicon Valley-based US developerOEMs – two global
cellphone manufacturersCellphone market opportunity alone represents $25m in 2025 Highly Attractive Pipeline >60% of 2025E MEA sales projected to come from existing 2020 customers 30 Development of Revenue by
Source 2025E Select Identified Opportunities $13.0m $254.8m 2021E Grants Existing Customers Grants Existing Customers (MEA & License Fees) New Customers (MEA & License Fees) Engineering Fees (New
Customers)
Use of proceeds geared towards Advent’s development program resulting in top-line growth Detailed Use of
ProceedsProduct Development Plan Program(1) Total (2021 – 2025) New Production Equipment & Warehousing $52.7m US facility expansion $8.9m Advanced DOE MEA Cost $8.0m Current MEA $0.7m MEA for flight $1.0m MEA assembly
automation $12.2m Aeronautical Stacks $10.3m Robotic Stack Assembly $9.8m System Assembly Line $42.8m Printable electronics $7.0m Total $153.4m (1) Includes opex for product development plan. 31 Near-term Funding Requirements
($88.5m)
Made in USAProven innovation with product in market IP STRATEGY Long-Term Partnership with UltraCell as
a Platform for Growth Application Advent Inside Advent MEAs pass military grade testsNew Advent materials are game changer for portable power industry Partner Product Portable Power: Military grade, 55W-1kW battery chargers allows long
autonomy, 5x weight dropLightweight design and system testing expertise Business Deployed in the US, UK, and two moreImmediate growth opportunityExpand sale/capabilities with Advent capital 01 02 03 04 VisionKnow-how & new team
propels aviation/automotive next-generation product 3 Gallons of methanol vs.121 lbs of batteries Battery Charger 32
www.advent.energy Financial Overview Path to Profitability
Summary Financials High growth model offering stable margins whilst enabling pass-through of
efficiencies to our end users $m 2020E 2021E 2022E 2023E 2024E 2025E MEAs sold (‘000s) 2 325 788 2,144 6,296 18,354 Capacity (MW) 0.1 11 26 265 779 2,271 Revenue 1.7 13.0
25.6 60.0 122.8 254.8 MEAs 0.8 5.9 12.8 30.3 72.5 187.7 Engineering, License Fees & Grant Income 0.9 7.2 12.8 29.7 50.3 67.1 Cost of Goods
Sold (0.4) (8.8) (19.8) (38.7) (76.1) (174.4) Gross Profit 1.3 4.3 5.8 21.3 46.8 80.4 % Margin -- 33% 23% 36% 38% 32% SG&A and
Other (2.1) (18.1) (20.4) (22.8) (23.0) (29.5) EBITDA (0.8) (13.8) (14.6) (1.5) 23.8 51.0 % Margin -- -- -- -- 19% 20% 34 2.3GW power capacity projected to be sold in 2025Equates to 10,000 220kW fuel cell EV
heavy-duty vehiclesAverage MEA cost/kW to customer in 2025 ~ $80/kW, reducing in line with long-term customer fuel cell cost requirements 10-fold reduction in sales price from 2020-2025 drives market penetration without sacrificing gross
margin. This is facilitated by:Unit cost economies of scaleTechnological advancementManufacturing automationProjecting EBITDA positive by 2024
Pro Forma Sources, Uses & Equity Ownership Sources ($m) Shares Issued to Advent
Shareholders(1) $251 Estimated SPAC Cash in Trust(2) $93 PIPE(3) $65 Total Sources $409 Illustrative Pro Forma Ownership(1,3,7) Uses ($m) Rolled Advent Equity $251 Cash to Balance Sheet to Support Project Development and
Working Capital $134 Estimated Fees & Expenses(4) $24 Total Uses $409 Advent to be issued shares of Class A common stock at $10.00/share. Based on $250 million purchase price adjusted for $0.9m of net cash on Advent’s balance sheet
as of September 30, 2020.Cash in Trust and Pro Forma Ownership reflect 9.1m shares of Class A common stock outstanding and 5.5m shares of Class B common stock outstanding as of November 24, 2020.AMCI Acquisition Corp. announced a private
placement on December 22, 2020 for an aggregate commitment of 6,500,000 shares of Class A common stock at $10.00 per share to be consummated concurrently with closing. Estimated Fees & Expenses includes deferred underwriting fees, PIPE
financing fees and other expenses.Valuation is based on share price of $10.00 per share for illustrative purposes (the redemption price per share of AMCI Acquisition Corp.’s Class A stock will be higher).Inclusive of $0.9m of Advent net cash as
of 9/30/2020, $0.1m of AMCI net cash as of 9/30/2020, and Cash to Balance Sheet resulting from the transaction.Pro Forma Ownership does not include any warrants which are exercisable at $11.50 per share. There are 22.1m public warrants and 5.9m
private warrants outstanding, and 2.0m private warrants will be forfeited as part of the transaction. Does not include any awards reserved under the new equity incentive plan to be adopted by AMCI in connection with the closing. Pro Forma
Valuation(5) Share Price ($/share) $10.00 PF Shares Outstanding (mm shares)(1,2,3,7) 46.2 Equity Value ($m) $462 Less: Cash(6) ($m) ($135) Enterprise Value ($m) $326 35
Legend $326 million valuation facilitates substantial value uplift based on peer group
multiples Valuation & Peer Group 2021-2023 Revenue CAGR 114.8% 46.7% 67.3% 23.6% 93.9% 38.9% 30.3% Market Capitalization
($m) $462m $6,443m $2,162m $3,219m $3,562m $20,572m $3,505m EV / EBITDA Multiples Core Comps Other 36 Core Comps Other Note: Market data as of January 4, 2021. Market capitalization presented on a
fully diluted basis using the treasury stock method.Advent multiples represent implied Transaction Adjusted multiples based on PF Enterprise Value of $326m. “NM” indicates the data is not meaningful (negative revenue or EBITDA, or multiple
above 500x). Developer & producer of hydrogen fuel cell stacks and systems Developer & manufacturer of PEM fuel cells Design and manufacturing of hydrogen fuel cell systems Fuel cell technology & engineering company Direct gas
/ natural gas fuel cell manufacturer PEM technology for hydrogen electrolysers and fuel cells EV / REVENUE Multiples (1) (1) 2022E 2023E 2024E Advent 2024E Multiple Advent 2024E Multiple
Recent investments demonstrate strong demand for fuel cell exposure Significant Strategic Interest in
Fuel Cell Technology Acquirer Announcement Date January 22, 2020 October 3, 2019 June 28, 2019 March 26, 2019 August 29, 2018 May 16, 2018 Transaction Summary Bosch increases stake in Ceres Power and forms
partnership Linde acquires 19% stake in ITM Power and forms JV Cummins completes acquisition of Hydrogenics MAN Energy Solutions acquires 40% stake in H-TEC Systems Weichai Power Co. acquires 19.9% stake in Ballard Power Systems and forms
JV Weichai Power Co. acquires 20% stake in Ceres Power and forms JDA Target Target Description Bosch and Ceres formed a partnership to apply Ceres’ fuel cell technology to create small power stations for cities, factories,
datacenters and EV charging points Manufacturer of PEM electrolyzers for the electro-chemical splitting of water into hydrogen and oxygen Designs, develops, and manufactures hydrogen generation products based on water electrolysis technology
and fuel cell products based on proton exchange membrane (PEM) technology Leading producer of PEM electrolyzers and PEM stacks Engages in the design, development, manufactures, sale, and service of PEM fuel cell products Weichai and Ceres
announced a strategic investment and joint development agreement (JDA) to develop bus Range Extenders and commercial EVs Key Details $140m invested to date(1)$102m investment to increase stake from 4% to 18%(1)Spent $12m on initial 4% and
incremental $26m license(1) Linde and ITM Power to form a JV to target large-scale industrial users of hydrogenTotal investment of $76m(2) $290m TEVTEV / LTM Revenue 8.5x Undisclosed $163m equity investment$90m technology transfer related
to JV formation to support China’s FCEV market Investment of $61m for a 20% interest(3)License Agreement for $50m(3)Joint development of a 30kW range-extender systems Electric bus manufacturing JV Source: Company filings. (1) Based on an
exchange rate of 1.31 USD/GBP as of January 22, 2020. (2) Based on an exchange rate of 1.29 USD/GBP as of October 3, 2019. (3) Based on exchange rate of 1.28 USD/GBP as of December 1, 2020. 37
www.advent.energy 6. Conclusion
www.advent.energy Conclusion Developing and manufacturing the critical components for high-growth new
energy markets Provides low-cost, fuel-flexible and resilient and fuel cell technology Experienced management team partnering with world-class research centers Proven, scalable business model that delivers consistent and recurring
revenue Advent’s technologies solve range and recharge mobility problems Advent’s HT-PEM technologies are an essential component needed to unlock the Hydrogen Economy Platform technology provides critical performance benefits for a wide
range of end markets
www.advent.energy Appendix
Product development program to reduce cost and increase power output Product Development InitiativesFuel
Cells New MEAs outperform competition Achieve power density close to LT-PEM pure hydrogen MEAsWorks anywhere: extreme temperature, humidity, pollutionLong lifetime reduces total cost of ownershipFuel flexibility wins in niche markets Minimum
Cost Catalyst Can reduce the platinum load by 10x compared to current state-of-the artPlatinum free catalysts also in R&D stage New Bipolar Plates drop weight for Auto and Aviation markets Will reduce the weight by 4x without the use
for expensive metal alloys Reduce Production Cost Simpler Design Specific Initiatives to reduce cost per unit as demand scales upStrong expertise in-house Current Future 10x reduction in fuel cell platinum needs 41 1 2 3 4 5
Well-Established Global Policy Support for Fuel Cells 42 Long-term Market Trends (Deloitte /
Ballard report) Item Details Hydrogen Refueling Stations – 2030 targets US: 7,100EU: 3,700Japan: 900China: 500 (trebled capacity in 2019) Publicly-announced FCEV targets in 2030 by country US 5.3 millionJapan 0.8 million
(passenger vehicles)Europe 3.7 million FCEVs by 2030 and in addition 0.5m fuel cell LCVs, 45,000 fuel cell trucks & buses Selected Targets by Company Hyundai targeting 500,000 FCEVs on the road in 2030Toyota targeting 30,000 FCEV
sales annually from 2020 onwards US State Level - Ambitious Targets California alone is targeting 1 million FCEVs and 1,000 refueling stations in 2030 Other Trends Participants of the Hydrogen Energy Ministerial (global clean energy
forum involving all major nations including China, India, USA, Japan, Korea, Germany, France, UK, Brazil, Canada and Australia) signed up to a global target of 10,000,000 FCEVs on the road by 2030EU target of 32% replacement of natural gas for
heating with hydrogen by 2040Japan is the leader in stationary CHP fuel cells – 20,000 deployed to date; and in FCEV’s – Toyota Mirai launched in 2014 Favorable global policies are just one of the tailwinds driving the growth of the
global Hydrogen Economy
More Countries are Looking to Phase Out Internal Combustion Engines (“ICE”) 17 countries have taken
varying types of action, from soft targets to strong commitments, to phase out ICE vehicles and increase the number of EVs 43 Country Action Announced Date Announced Austria No new ICE vehicles sold after 2020 2016 Britain No new ICE
vehicles sold after 2040 2017 California (U.S.) No new ICE vehicles sold after 2035 2020 China End production and sales of ICE vehicles by 2040 2017 Denmark 5,000 EVs on the road by 2019, tax incentives in place Since 2008 France No
new ICE vehicles sold after 2040 2017 Germany No registration of ICE vehicles by 2030 (passed by legislature) 2016 India No new ICE vehicles sold after 2030 2017 Ireland No new ICE vehicles sold after 2030 2017 Israel No new ICE
vehicle imports after 2030 2018 Japan Incentives program in place for EV sales Since 1996 Netherlands No new ICE vehicles sold after 2030 2017 Norway Incentives program in place for EV sales Since 1990 Portugal Official target and
incentives in place for EV sales Since 2010 Scotland No new ICE vehicles sold after 2032 2017 South Korea EVs account for 30% of auto sales by 2020 2016 Spain Official target and incentives in place for EV sales 2017 Taiwan Phase
out of fuel-powered motorcycles by 2035 and fuel-powered vehicles by 2040 2017 Source: The Climate Center.
Glossary Abbreviation Term Description BEV Battery electric vehicle Vehicle using exclusively
battery technology BOM Bill of materials List of raw materials, assemblies and parts and quantities of each to manufacture a finished product CHP Combined heat and power Also known as cogeneration, CHP is primarily used in industrial
applications DoE U.S. Department of Energy Primary governmental body responsible for clean energy R&D FCEV Fuel cell electric vehicle Vehicle using fuel cell technology, often in conjunction with batteries HDV Heavy-duty vehicle A
vehicle exceeding 26,001 pounds HT-PEM High-temperature proton exchange membranes Operate at 160°C to 200°C ICE Internal combustion engine Standard heat engine used in traditional vehicles IoT Internet of Things System of interrelated
computing devices able to transfer data over a network Abbreviation Term Description Li-ion Lithium Ion Common battery used in consumer electronics and EVs MEA Membrane electrode assembly Assembled stack of proton exchange membranes;
heart of the fuel cell MDV Medium-duty vehicle A vehicle weighing 10,001 – 26,000 pounds OEM Original equipment manufacturer Company that produces devices from intermediate components PHEV Plug-in hybrid electric vehicle Combines ICE
with battery-powered electric vehicles RFB Redox flow battery Industrial scale rechargeable battery that can be used in industrial scale applications SOFC Solid oxide fuel cell Highest temperature fuel cell (800°C to 1,000°C)
-- Electrolysis Process using direct electric current (DC) to drive chemical reaction -- eFuels Synthetic fuels resulting from electrolysis of water with renewable energy and CO2 44
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