Exhibit 10.1

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of the 29^th day of June, 2024 by and between HOOD PARK LLC, a Massachusetts limited liability company with an address of 6 Kimball Lane, Lynnfield, Massachusetts 01940 (“Landlord”) and ADVENT TECHNOLOGIES, INC., a Delaware corporation with an address of 500 Rutherford Avenue, Suite 102, Boston, Massachusetts 02129 (“Tenant”).

WITNESSETH

A. Landlord and Tenant are parties to a certain Lease dated as of March 5, 2021 (the “Original Lease”), as amended by that certain First Amendment to Lease dated as of June ___, 2022 (the “First Amendment”) and the certain Second Amendment to Lease dated as of April 4, 2024 (the “Second Amendment”; the Original Lease, the First Amendment and the Second Amendment, together, the “Lease”) whereby Landlord leases to Tenant certain premises consisting of approximately 21,401 rentable square feet on the first (1^st) floor (the “Demised Premises”) of the building commonly known as 500 Rutherford Avenue, Charlestown, Massachusetts (the “Building”).

B. The Lease Term is scheduled to expire on January 31, 2031 (the “Expiration Date”), however, Landlord and Tenant wish to accelerate the expiration of the Lease to occur on June 30, 2024 (the “New Expiration Date”).

C. Tenant currently owes Landlord an amount equal to $737,921.99 (the “Tenant’s Total Payment Obligation”) consisting of (i) $642,874.40 representing the Deferred Rent Amount set forth in the Second Amendment, plus an additional $13.04 in Fixed Rent, (ii) $10,756.84 with respect to the annual reconciliation of Operating Expenses and Taxes for calendar year 2023, (iii) $82,824.61 with respect to utilities through the period ending June 26, 2024, and (iv) $1,453.10 in late fees for prior late payments.

D. Landlord and Tenant wish make certain amendments and modifications to the terms and provisions of the Lease consistent with the foregoing. The Lease, as modified by this Third Amendment, is hereinafter referred to as the “Lease.”

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Definitions. Each capitalized term used in this Third Amendment shall have the same meaning as is ascribed to such capitalized term in the Lease, unless otherwise provided for herein.

2. Term. Landlord and Tenant hereby acknowledge and agree that the expiration of Term of the Lease is hereby accelerated to occur on the New Expiration Date and, effective as of the New Expiration Date, the Term of the Lease shall be deemed to have expired and the Lease shall be deemed to have terminated in all respects.

3. Surrender of Demised Premises. Tenant hereby agrees that on or prior to the New Expiration Date, it shall surrender the Demised Premises to Landlord in its current “as is” condition, however, Tenant shall remove all of its personal property, furniture, trade fixtures and equipment except such items which the Replacement Tenant (as defined below) has agreed to allow to remain on the Demised Premises.

4. Draw on Letter of Credit. To pay the Tenant’s Total Payment Obligation and to compensate Landlord for all costs, expenses and damages which Landlord may incur in connection with the acceleration of the expiration of the Term of the Lease, as contemplated by this Third Amendment, and in full satisfaction of any and all other amounts that may be owed or may become owed by Tenant to Landlord under the Lease, Tenant hereby authorized Landlord to draw upon the Letter of Credit presently held by Landlord in its entire amount and Tenant hereby agrees to provide any assistance reasonably required by Landlord to accomplish such draw. Notwithstanding any term or condition of this Third Amendment to the contrary, Landlord shall have the right to rescind its execution of this Third Amendment by written notice thereof to Tenant if, despite good faith and commercially reasonable efforts, Landlord is unable to successfully draw upon the Letter of Credit, in which event, this Third Amendment shall be void, the Lease shall remain in full force and effect as if this Third Amendment was never executed, and Tenant shall pay all amounts owed to Landlord under the Lease, including without limitation the Tenant’s Total Payment Obligation and all obligations which have accrued or may accrue from and after the original New Expiration Date.

5. Condition Precedent. Landlord and Tenant hereby acknowledge and agree that this Third Amendment, and the early termination/expiration of the Lease contemplated hereby, are subject to the conditions that (a) Landlord enters into a written lease agreement with Ionomr Innovations, Inc., a Delaware corporation (the “Replacement Tenant”) in form and substance acceptable to Landlord in its sole and absolute discretion (the “Replacement Lease”), and (b) Landlord’s mortgagee consents to the termination/expiration of the Lease contemplated by this Third Amendment (the “Mortgagee Consent”). Landlord shall use commercially reasonable efforts to enter into such Replacement Lease and to obtain the Mortgagee Consent within a reasonable time following the date of this Third Amendment. However, in the event Landlord has not entered into the Replacement Lease or obtained the Mortgagee Consent by the New Expiration Date, the New Expiration Date shall be automatically extended to the later of (i) the date Landlord has entered into the Replacement Lease, and (ii) the date Landlord has obtained the Mortgagee Consent. In the event Landlord has not entered into the Replacement Lease and obtained the Mortgagee Consent by August 31, 2024 (the “Condition Precedent Deadline”), either party shall have right to rescind its execution of this Third Amendment by written notice thereof to the other at any time following such Condition Precedent Deadline but before the date Landlord enters into the Replacement Lease and obtains the Mortgagee Consent, and upon exercise of such right, this Third Amendment shall be void, the Lease shall remain in full force and effect as if this Third Amendment was never executed, and Tenant shall pay all amounts owed to Landlord under the Lease, including without limitation the Tenant’s Total Payment Obligation and all obligations which have accrued or may accrue from and after the original New Expiration Date.

6. Counterparts. This Third Amendment may be executed in two (2) or more counterparts, each of which shall be an original but such counterparts together shall constitute one and the same instrument notwithstanding that both Landlord and Tenant are not signatories to the same counterpart.

7. Ratification. Except as amended by this Third Amendment, all other terms, conditions, covenants and provisions as appear in the Lease are hereby ratified and confirmed and shall remain unchanged.

8. Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their heirs, successors and permitted assigns.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, this Third Amendment is executed as of the day and year aforesaid.

Exhibit 99.1

Advent Technologies Update on Streamlining Operations

LIVERMORE, CALIFORNIA – Advent Technologies Holdings, Inc. (NASDAQ: ADN), an innovation-driven leader in the fuel cell and hydrogen technology sectors, today announced updates on its plan for streamlining operations post acquisitions.

As part of the operational plan announced earlier this year in the investor presentation (https://ir.advent.energy/notices-and-presentations/default.aspx), Advent intends to:

Following the acquisitions of Serenergy and Ultracell and the organic expansion, Advent had seven facilities around the world. In 2024, the Company decided to eliminate the Boston and Germany facilities and significantly reduce its operations in the Philippines. To that effect, Advent terminated its lease agreement at Hood Park, Boston, and will consolidate its headquarters and USA operations at its facility in Livermore, California.

Advent has taken several steps to successfully reduce its cash burn. The Company expects government funding for 22 R&D and manufacturing programs, amounting to $42 million ($16 million contracted and $26 million under evaluation that includes the Green Hipo IPCEI project) in the EU and USA. The Company’s growth strategy is not materially affected by the cost reductions.

Dr. Vasilis Gregoriou, Chairman and CEO of Advent, commented: “For the last six months, we have made a great effort to significantly reduce costs and streamline our strategy, aiming for a pragmatic yet ambitious outcome. We have delivered on our contractual agreements and milestones with Airbus, Hyundai, US Army, and Siemens Energy so far, increased our pipeline, and received new purchase orders for Serene systems. We are relocating our headquarters to California, USA and consolidating our operations in order to streamline our efforts, minimize costs, and become a more agile and efficient organization. Our management team is deeply committed to the company’s success and is confident in our path to achieving profitability. Our innovative fuel cell and MEA technology, validated by leading industry players, is uniquely positioned to play a transformative role in decarbonizing sectors where batteries are inadequate.”

Furthermore, Advent Technologies anticipates publishing its financial results for 2023 within July 2024.

About Advent Technologies Holdings, Inc

Advent Technologies Holdings, Inc. is a U.S. corporation that develops, manufactures, and assembles complete fuel cell systems as well as supplying customers with critical components for fuel cells in the renewable energy sector. Advent is headquartered in California. With more than 150 patents issued, pending, and/or licensed for fuel cell technology, Advent holds the IP for next-generation HT-PEM that enables various fuels to function at high temperatures and under extreme conditions, suitable for the automotive, aviation, defense, oil and gas, marine, and power generation sectors. For more information, visit www.advent.energy.

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company’s ability to maintain the listing of the Company’s common stock on Nasdaq; future financial performance; public securities’ potential liquidity and trading; impact from the outcome of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors, officers, employees and key personnel; ability to compete effectively in a competitive industry; ability to protect and enhance Advent’s corporate reputation and brand; expectations concerning its relationships and actions with technology partners and other third parties; impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies or services and integrate those into the Company’s business; future arrangements with, or investments in, other entities or associations; and intense competition and competitive pressure from other companies worldwide in the industries in which the Company will operate; and the risks identified under the heading “Risk Factors” in Advent’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023, as well as the other information filed with the SEC. Investors are cautioned not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read Advent’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements. Advent’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Advent Technologies Holdings, Inc.

Michael Trontzos
[email protected]