Exhibit 10.14


 


SUB-LEASE
AGREEMENT


 


MAGP
INOVAÇÃO, S.A., with registered office at Rua da Fábrica, s/n, Sabugo, 2715-376 Almargem do Bispo, municipality
of Sintra, registered with the Commercial Registry Office and with the Tax Authorities under number 510597270, with the share
capital of €100,000.00, represented by Pedro Falcão e Cunha and Jaime Ferreira da Silva, in their capacity of directors,
with powers for this act (the “Tenant”), and


 


FUSION
WELCOME - FUEL, S.A. with registered office at Rua da Fábrica, s/n, Sabugo, 2715-376 Almargem do Bispo, municipality
of Sintra, registered with the Commercial Registry Office and with the Tax Authorities under number 514909439, with the share
capital of €50.000,00, represented by João Lopes Teixeira Wahnon and Frederico Figueira de Chaves, in their capacity
as directors, with powers for this act (the “Sub-Tenant”).


 


MAGP
INOVAÇÃO, S.A. and FUSION WELCOME- FUEL, S.A. shall be referred to, jointly, as the “Parties”,
and, individually, where applicable, as the “Party”.


 


WHEREAS:


 


		A.	The
                                         Tenant entered into a lease agreement (the “Lease Agreement”) with
                                         Siemens, S.A. (the “Landlord”) on June 27, 2016, under the terms of
                                         which it became the rightful lessee of the urban property composed by several factory
                                         buildings, patio and annexes, designated as “Siemens – Sabugo”, located
                                         in Rua da Fábrica, s/n, Sabugo, parish of Almargem do Bispo, municipality of Sintra,
                                         registered with the Land Registry Office of Sintra under no. 2114 and registered with
                                         the Tax Department under no. 9082, parish of Almargem do Bispo, hereinafter referred
                                         to as the “Property”;



 


		B.	The
                                         Tenant intends to sublease to the Subtenant a parcel of the Property, including office
                                         space and industrial facilities, as further depicted in Schedule 2, on an “as is”
                                         basis in the exact conditions as it currently stands;



 


		C.	The
                                         Subtenant is a recently incorporated company dedicated to research and investigation
                                         activities in the field of renewable energies which is currently under a financing process
                                         and under negotiations aiming the entrance of new investors in the company;



 


		D.	The
                                         Subtenant business plan which can implemented once the investment is concluded involves
                                         the hiring of new employees and the expansion of R&D and production facilities;



 


NOW,
THEREFORE, the parties have entered into this Sub-Lease Agreement (the “Lease Agreement”), subject to the recitals
above and the following clauses:


 


		1.	Object



 


Subject
to the terms and conditions of this Agreement, the Tenant hereby subleases to the Subtenant, who takes the sublease, a parcel
of the Propery further depicted in Schedule 2 (hereinafter the “Subleased Property”).


 


		2.	Permitted
use



 


		2.1	The
Property is exclusively destined to be used by the Subtenant for office space, R&D and production facilities, no other use
being allowed without prior written authorization from the Tenant.



 






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		2.2	Subtenant
shall obtain, bearing all costs and expenses, all the permits and administrative authorizations and perform any acts or communications
that may be required or convenient to undertake its activity in the Subleased Property, notably activity license and commercial
license. The Subtenant shall hold the Tenant harmless against issue that may be raised by any public or private entity related
with the Subtenant’s use of the Property or with the performance of Subtenant’s activity in the Subleased Property.



 


		3.	Term
and Termination



 


		3.1.	The
Sublease Agreement shall be executed for a fixed term of 3 (three) years (the “Term”).



 


		3.2.	At
the end of the fixed term referred above, the Sublease Agreement shall be automatically renewed for another period of 3 (three)
years, if none of the Parties notify the other in writing with at least 60 (sixty) days advance from the Term the intention of
not to renew it.



 


		4.	Rent
and Deposit



 


		4.1.	The
monthly rent due in consideration for this sublease is of €5,60 (five euros and sixty cents) per square meters of the office
space (including lab facilities) and €2,20 (two euros and twenty cents) per square meter of the industrial facilities. Considering
that the occupied area will be 1.184m2 it corresponds to a rent of €6.630,4 plus €800 from parking plots.



 


		4.2.	The
monthly rent will be reviewed each year according to the legal coefficient for the update of commercial lease rents published
in the Official Gazette, being the first rent review applicable on the date of the first anniversary of this Agreement, and the
following in each subsequent anniversary of this Agreement. The monthly rent shall only be reviewed to the extent the applicable
coefficient determines an increase of the rent.



 


		4.3.	The
monthly rent shall be paid in advance, on the first working day of the month prior to which the monthly rent refers to, by bank
transfer to the Tenant’s bank account which bank details shall be referred in the Sublease Agreement.



 


		4.4.	On
the date of execution of the Sublease Agreement, and upon handover of the Subleased Property, the Subtenant pays to the Tenant
an amount corresponding to the rents due in consideration for 2 (two) months. The following rents shall be paid pursuant to 4.3
above.



 


		4.5.	To
secure the compliance with its obligations under the Sublease Agreement, the Subtenant shall deliver to the Tenant on the date
of execution of the Sublease Agreement a deposit in an amount, corresponding to 3 (three) monthly rents plus the shared service
cost as per clause 5. below.



 


		5.	Shared
Service Costs



 


		5.1.	The
following shared costs will be split evenly between both Parties:



 


		a)	Security
                                         and concierge service at the amount of €5.800;



 


		b)	Health
                                         and safety at work at the amount of €500;



 


		c)	Cleaning
                                         team at the amount of €2.000;



 






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		d)	Maintenance
                                         expenses of the building at the amount of €2.000;



 


		e)	Water
                                         at the amount of €300;



 


		f)	Electricity
                                         at the amount of €1.800;



 


		g)	Contamination
                                         area and health care at the amount of €1.000.



 


		5.2.	Resulting
from above the total of shared costs will be €15.400 and will be evenly split by Parties so each one will bear the cost of
€7.700. The Subtenant shall pay this amount to the Tenant along with the rent.



 


		6.	Maintenance



 


		6.1	The
Subtenant shall undertake to maintain the Subleased Property in full repair condition, except for the normal wear and tear, so
has to return the Subleased Property in good maintenance conditions at the end of the Sublease Agreement.



 


		6.2	The
Subtenant shall be liable to execute, bearing the respective costs, all the ordinary maintenance related with the activity developed
by the Subtenant in the Subleased Property and for and the repair works that may be needed as a consequence of any misuse of the
Subleased Property by the Subtenant (namely the works related with floors, ceilings, painting, windows, as well as air conditioning
equipment). The Subtenant shall also be liable to execute. bearing the respective costs, all the works , as well as to execute
all works required by law, by public entities or for the purposes of the Sublease Agreement, notably, but without limitation to,
those related with sewage and electrical installations, floors, roofs ceilings, painting (inside and outside the Property), windows,
as well as air conditioning equipment.



 


		7.	Works
and Improvements in the Property



 


		7.1	The
Subleased Property shall be subleased in its condition as at the date of execution of the Sublease Agreement, conditions that
the Subtenant shall declare to acknowledge, accept and deem as suitable for the intended purposes.



 


		7.2	All
works and improvements to be executed in the Subleased Property are subject to prior written authorization in writing from the
Tenant.



 


		7.3	Together
with the authorization request for any intended works, the Subtenant shall send to the Tenant the description, projects and all
other documents required to allow the Tenant to analyze the authorization request.



 


		7.4	As
regards any works to be performed in the Subleased Property by the Subtenant, Subtenant shall, bearing all respective costs, obtain
all licenses and administrative authorizations, as well as to perform all such required communications that may be required to
perform the works in the Subleased Property (before initiating the works).



 


		7.5	Subtenant
shall hold the Tenant harmless against any damages or liabilities arising from the performance of such works.



 


		7.6	Upon
termination of the Agreement, without prejudice to the Subtenant ́s right to remove all the equipment that are not fixtures
and that may be removed without damaging the Property (such removal may only take place to the extent the Subtenant is not in
arrears of any payments due to the Tenant or in debt of any amounts towards the same), the Tenant may opt to (i) demand that all
the works and improvements shall be deemed as part of the Property; or (ii) demand that the Subtenant removes all works and improvements
made in the Property, in order to reinstate it to its conditions as of the initial date. In any case, in no event will the Subtenant
be entitled to receive any compensation or to exercise any retention right or any other right in relation with any such works
and improvements performed by the Subtenant in the Subleased Property.



 






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		8.	Restrictions
to the use of the Property



 


The
Subtenant may not keep in the Property any dangerous or hazardous materials, notably, inflammable materials, fuel materials or
explosive materials that may endanger the Subleased Property, the Property in which the same is inserted in or the adjacent properties.


 


		9.	Inspections
to the Property



 


The
Tenant is entitled to perform inspections and surveys to the Subleased Property at any time, provided it notifies the Subtenant
with a prior notice in writing of at least 3 (three) days. In case of emergency, if it proves not to be possible to grant a 3
(three) days prior notice.


 


		10.	Assignment
of contractual position and/or of the use of the Subleased Property



 


		10.1	The
Subtenant is not entitled to assign its contractual position in the present Agreement without prior written authorization from
the Tenant.



 


		10.2	The
Subtenant is not entitled to assign the use of the Subleased Property, totally or partially, definitively or temporarily, free
of charges or not, including by means of sub-lease agreements, without prior written authorization from the Tenant.



 


		11.	Insurances



 


		11.1	The
Subtenant shall be liable for any and all risks related with the activity developed in the Subleased Property, as well as it is
directly and exclusively liable for any damages caused to third parties related with their activity.



 


		11.2	The
Subtenant shall hire with a tier 1 insurance company the insurance policies required to cover civil liability arising from the
use and from the performance of works in the Subleased Property and to cover all the products and material existing in the Subleased
Property.



 


		11.3	Subtenant
will provide the Tenant with a certificate of its insurance policy on the date of execution of the Sublease Agreement and, at
any time, at Tenant’s request.



 


		12.	Return
of the Property - Reinstatement



 


		12.1	At
the end of Agreement, the Subtenant shall return the Property up until the term of the Sublease Agreement, completely empty of
mobile goods and unoccupied, and in good maintenance, use and cleaning conditions.



 


		12.2	If
the Subleased Property is not promptly returned at the end of the Sublease Agreement, the Subtenant shall pay to the Tenant, as
compensation, an amount corresponding to twice the rent due pursuant to the Sublease Agreement, without prejudice to Tenant’s
right to be indemnified from the exceeding damage, if applicable.



 






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		13.	Communications



 


		13.1	All
communications to be executed in connection with this Promissory Agreement shall be made in writing, and sent by means of registered
letter or email (being deemed as received on the date of the receipt) or delivered by hand (being deemed as received on the date
of its receipt).



 


		13.2	For
the purposes of the communications to be executed in connection with this Agreement, the following addresses are applicable:



 


Tenant:


 


MAGP
INOVAÇÃO, S.A.


 


Att:
Jaime Ferreira da Silva


 


Rua
da Fábrica, s/n, Sabugo, 2715-376 Almargem do Bispo


 


Portugal


 


Email:
Jaime.silva@fusion-fuel.eu


 


FUSION
WELCOME - FUEL, S.A.


 


Att:
João Lopes Teixeira Wahnon


 


Rua
da Fábrica, s/n, Sabugo, 2715-376 Almargem do Bispo


 


Portugal


 


Email:
jwahnon@fusion-fuel.eu


 


		13.3	While
this Agreement is in force, any modifications to the above mentioned addresses shall be communicated to the counterparty, in writing
and pursuant the terms of this clause, with a minimum prior notice of 30 (thirty) days.



 


		14.	Entire
agreement and severability



 


		14.1	This
Agreement and its Schedules represent the entire agreement and understanding of the Parties with regard to the subject matter
of this Agreement. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings
and agreements between the Parties relating to the subject matter hereof.



 


		14.2	All
modifications to this Agreement or to the respective Schedules, as well as any amendment that the Parties may intend to execute,
shall be made in writing and signed by both Parties.



 


		15.	Applicable
Law and Jurisdiction



 


		15.1	The
Agreement was construed and is governed by the Portuguese legislation.



 


		15.2	Any
disputes arising of the interpretation or execution of this Agreement shall be settled by the court of Lisbon.



 






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IN
WITNESS WHEREOF, the Parties have signed this Promissory Agreement in two counterparts, which shall together constitute one agreement.


 


	In Lisbon, on September 25th, 2020	 
	 	 
	On behalf of MAGP INOVAÇÃO, S.A.	 
	 	 
	/s/ Pedro Falcão e Cunha	 
	Name: Pedro Falcão e Cunha	 
	Capacity: Director 	 
	 	 
	/s/ Jaime Ferreira da Silva	 
	Name: Jaime Ferreira da Silva	 
	Capacity: Director 	 
	 	 
	On behalf of FUSION WELCOME - FUEL, S.A.	 
	 	 
	/s/ João Lopes Teixeira Wahnon	 
	Name: João Lopes Teixeira Wahnon	 
	Capacity: Director	 
	 	 
	/s/ Frederico Figueira de Chaves	 
	Name: Frederico Figueira de Chaves	 
	Capacity: Director	 



 





 


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