Exhibit 10.4


 


AMENDED
AND RESTATED STOCK ESCROW AGREEMENT


 


This
AMENDED AND RESTATED STOCK ESCROW AGREEMENT, dated as of [●], 2020 (“Amended and Restated Escrow Agreement”),
by and among HL ACQUISITIONS CORP., a British Virgin Islands company (“HL”), FUSION FUEL GREEN PLC, a public
limited company incorporated in Ireland (“Parent”), the individuals and entities listed on Exhibit A hereto
(collectively the “Founders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
Agent”) amends and restates in its entirety that certain Stock Escrow Agreement by and among HL, the Founders, and the
Escrow Agent dated June 27, 2018 (“Prior Agreement”).


 


WHEREAS,
in connection with the initial public offering of units of HL, the Founders agreed to deposit all of the ordinary shares of HL,
no par value (“HL Ordinary Shares”), owned by them into escrow pursuant to the terms and conditions of the
Prior Agreement;


 


WHEREAS,
HL has entered into a Business Combination Agreement, dated as of June 6, 2020 (as amended and restated on August 25, 2020, and
as may be further amended from time to time, the “Business Combination Agreement”), with Parent, Fusion Fuel
Atlantic Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Merger Sub”),
Fusion Welcome – Fuel, S.A., a public limited company domiciled in Portugal, sociedade anónima (“Fusion
Fuel”), and the shareholders of Fusion Fuel (“Fusion Fuel Shareholders”) and, as a result of the
transactions contemplated by the Business Combination Agreement, among other things, each outstanding HL Ordinary Share will be
converted into one Class A ordinary share of Parent (“Parent Class A Ordinary Shares”);


 


WHEREAS,
pursuant to Section 1.6 of the Business Combination Agreement and Section 4.3(vi) of the Prior Agreement, certain of the Founders
have instructed the Escrow Agent to release an aggregate of 125,000 HL Ordinary Shares (“Forfeited Shares”)
from escrow to HL for the termination and cancellation of such Forfeited Shares;


 


WHEREAS,
pursuant to Section 8.18 of the Business Combination Agreement, each Parent Class A Ordinary Share received by the Founders upon
consummation of the business combination shall be subject to the same transfer restrictions as set forth in the Prior Agreement;


 


WHEREAS,
HL, Parent, and the Founders desire that the Escrow Agent hold the Parent Class A Ordinary Shares held by the Founders in escrow,
subject to the terms of this Amended and Restated Escrow Agreement;


 


WHEREAS,
each of the parties to the Prior Agreement is a signatory to this Amended and Restated Escrow Agreement, satisfying the requirements
for amendments as set forth in Section 6.3 of the Prior Agreement; and


 


WHEREAS,
each of the Founders hereby appoints Jeffrey E. Schwarz as the initial representative (“HL Representative”)
to represent the interests of the Founders for purposes of selecting and discharging the Escrow Agent and any successor escrow
agents hereunder, receiving notices to the Founders, and accepting service of process on Founders resident outside the State of
New York, all as set forth herein.


 


IT
IS AGREED:


 


1. Appointment
of Escrow Agent. HL, Parent, and the Founders hereby appoint the Escrow Agent to act in accordance with and subject to the
terms of this Amended and Restated Escrow Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in
accordance with and subject to such terms.


 






     


     


    




 


2. Deposit
of Shares. On or about the date hereof and upon consummation of the Business Combination, HL shall instruct the Escrow Agent
to (i) release the Forfeited Shares from escrow for cancellation and forfeiture and (ii) exchange each remaining HL Ordinary Share
held in escrow pursuant to the Prior Agreement for one Parent Class A Ordinary Share, with such Parent Class A Ordinary Shares
to be held and disbursed subject to the terms and conditions of this Amended and Restated Escrow Agreement. Each Founder acknowledges
that the certificate representing such Founder’s Parent Class A Ordinary Shares will be legended to reflect the deposit
of such shares under this Amended and Restated Escrow Agreement.


 


3. Disbursement
of the Escrow Shares. Except as otherwise set forth herein, the Escrow Agent shall hold the Parent Class A Ordinary Shares
deposited into escrow pursuant to Section 2 above (such shares to be referred to herein as the “Escrow Shares”)
until (i) with respect to 50% of the Escrow Shares, the earlier of (x) one year after the date hereof and (y) the date on which
the closing price of the Parent Class A Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share
dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing from the
date hereof and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date hereof (such period of time
during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon completion of the Escrow Period,
the Escrow Agent shall disburse such amount of each Founder’s Escrow Shares to such Founder; provided, however, that if,
within the Escrow Period, Parent subsequently consummates a liquidation, merger, stock exchange or other similar transaction which
results in all of the shareholders of such entity having the right to exchange their Parent Class A Ordinary Shares for cash,
securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, executive
officer or other authorized representative of Parent, in form reasonably acceptable to the Escrow Agent, certifying that such
transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Founders
at such time that will allow the Founders to exchange their Escrow Shares along with the other holders of Parent Class A Ordinary
Shares in such transaction. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares
in accordance with this Section 3.


 


4. Rights
of Founders in Escrow Shares.


 


4.1 Voting
Rights as a Shareholder. Except as herein provided, the Founders shall retain all of their rights as shareholders of Parent
as long as any shares are held in escrow pursuant to this Amended and Restated Escrow Agreement, including, without limitation,
the right to vote such shares.


 


4.2 Dividends
and Other Distributions in Respect of the Escrow Shares. For as long as any Escrow Shares are held in escrow pursuant to this
Amended and Restated Escrow Agreement, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Founders,
but all dividends payable in shares or other non-cash property (“Non-Cash Dividends”) shall be delivered to
the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall be deemed
to include the Non-Cash Dividends distributed thereon, if any.


 


4.3 Restrictions
on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to the Founders and Parent’s
officers, directors, employees, consultants or their affiliates, (ii) to a Founder’s stockholders, partners or members upon
such Founder’s liquidation, (iii) by bona fide gift to a member of the Founder’s immediate family or to a trust, the
beneficiary of which is the Founder or a member of the Founder’s immediate family for estate planning purposes, (iv) by
virtue of the laws of descent and distribution upon death of a Founder, or (v) pursuant to a qualified domestic relations order
binding on a Founder; provided, however, that except with Parent’s prior written consent, such permitted transfers may be
implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Amended
and Restated Escrow Agreement.


 






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5. Concerning
the Escrow Agent.


 


5.1 Good
Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise
of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Escrow Agent in good faith to be genuine and to be signed or presented
by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Amended and Restated Escrow Agreement unless evidenced by a writing delivered to the Escrow Agent signed
by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior
written consent thereto.


 


5.2 Indemnification.
The Escrow Agent shall be indemnified and held harmless by Parent from and against any expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving
any claim which in any way, directly or indirectly, arises out of or relates to this Amended and Restated Escrow Agreement, the
services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from
the gross negligence, fraud or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice
of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties
hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action
in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit
the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable
order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow
Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns
or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation.
The Escrow Agent shall be entitled to reasonable compensation from Parent for all services rendered by it hereunder. The Escrow
Agent shall also be entitled to reimbursement from Parent for all reasonable expenses paid or incurred by it in the administration
of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and
all taxes or other governmental charges.


 


5.4 Further
Assurances. From time to time on and after the date hereof, HL, Parent and the Founders shall deliver or cause to be delivered
to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent
shall reasonably request to carry out more effectively the provisions and purposes of this Amended and Restated Escrow Agreement,
to evidence compliance herewith or to assure itself that it is protected in acting hereunder.


 






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5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent appointed by Parent and approved
by the HL Representative, which approval will not be unreasonably withheld, conditioned or delayed. If no new escrow agent is
so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow
Shares with any court it reasonably deems appropriate in the State of New York.


 


5.6 Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by all of the other parties hereto; provided, however, that such resignation shall become effective only
upon the appointment of a successor escrow agent selected by Parent and approved by the HL Representative, which approval will
not be unreasonably withheld, conditioned or delayed.


 


5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence, fraud or willful misconduct.


 


6. Miscellaneous.


 


6.1 Governing
Law. This Amended and Restated Escrow Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in
the City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or
counterclaim in any way relating to this Amended and Restated Escrow Agreement, each party waives the right to trial by jury.
Each of the Founders with an address outside of the State of New York irrevocably agrees to appoint the HL Representative as its
agent for service of process in the State of New York to receive, for such Founder and on his, her, or its behalf, service of
process in any action, proceeding, or claim against him, her, or it arising out of or relating in any way to this Agreement.


 


6.2 Third
Party Beneficiaries. Each of the parties to this Agreement acknowledges that the HL Representative is a third party beneficiary
of this Agreement.


 


6.3 Entire
Agreement. This Amended and Restated Escrow Agreement contains the entire agreement of the parties hereto with respect to
the subject matter hereof and, except as expressly provided herein, may only be changed, amended, or modified by a writing signed
by each of the parties hereto.


 


6.4 Headings.
The headings contained in this Amended and Restated Escrow Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation thereof.


 


6.5 Binding
Effect. This Amended and Restated Escrow Agreement shall be binding upon and inure to the benefit of the respective parties
hereto and their legal representatives, successors and assigns.


 






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6.6 Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Amended and Restated Escrow
Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return
receipt requested), by hand delivery, by email or by facsimile transmission:


 


If
to Parent, to:


 


Fusion
Fuel Green PLC

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

Attention: Frederico Figueira de Chaves, Chief Financial Officer

Email: frederico@keyfh.com


 


with
a copy, which shall not constitute notice, to:


 


Arthur
Cox


10
Earlsfort Terrace

Dublin 2, D02 T380, Ireland


Attn:
Connor Manning, Esq.


Email:
connor.manning@arthurcox.com


 


and


 


Feinberg
Hanson LLP


855
Boylston Street, 8th Floor


Boston,
MA 02116


Attn:
David H. Feinberg, Esq.


Email:
dfeinberg@feinberghanson.com


 


If
to the Founders, notice shall be given to HL Representative on behalf of the Founders, to:


 


Jeffrey
Schwarz


c/o
Metropolitan Capital Advisors, Inc.


499
Park Avenue, 12th Floor


New
York, NY 10022


Email:
jschwarz@metrocap.com


 


with
a copy, which shall not constitute notice, to:


 


Graubard
Miller


The
Chrysler Building


405
Lexington Ave, 11th Floor


New
York, NY 10174


Attn:
David Alan Miller, Esq. / Jeffrey M. Gallant, Esq.


Email:
dmiller@graubard.com / jgallant@graubard.com


 






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and
if to the Escrow Agent, to:


 


Continental
Stock Transfer & Trust Company


1
State Street


New
York, New York 10004


Attn:
Chairman


Fax
No.:


Email:


 


The
parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


6.6 Counterparts.
This Amended and Restated Escrow Agreement may be executed in several counterparts, each one of which shall constitute an original
and may be delivered by facsimile transmission and together shall constitute one instrument.





 


[Signature
Page Follows]


 




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WITNESS
the execution of this Amended and Restated Escrow Agreement as of the date first above written.


 


	 	HL ACQUISITIONS CORP.
	 	 	 
	 	By:	 
	 	 	Name: Jeffrey E. Schwarz
	 	 	Title: Chief Executive Officer
	 	 	 
	 	FUSION FUEL GREEN PLC
	 	 	 
	 	By:	 
	 	 	Name: Frederico Figueira de Chaves
	 	 	Title: Chief Executive Officer


 





	 	FOUNDERS:
	 	 
	 	METROPOLITAN CAPITAL PARTNERS V, LLC
	 	 	 
	 	By:	 
	 	Name: 	Jeffrey E. Schwarz
	 	Title: 	Managing Member
	 	 	 
	 	HL ACQUISITIONS HOLDINGS LLC
	 	 	 
	 	By:	 
	 	Name: 	Jeffrey E. Schwarz
	 	Title: 	Managing Member
	 	 	 
	 	JEFFREY SCHWARZ CHILDREN’S TRUST
	 	 	 
	 	By:	 
	 	Name: 	Craig Frank
	 	Title: 	Trustee





 


	 	 
	 	Karen Finerman
	 	 
	 	 
	 	Craig Effron
	 	 
	 	 
	 	Curtis Schenker
	 	 
	 	 
	 	Jonathan Guss
	 	 
	 	 
	 	Stephanie Guss



 



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	 	STERN YOI LIMITED PARTNERSHIP



 


	 	By:	 
	 	 	Name: Yoav Stern
	 	 	Title:



 


	 	 
	 	Greg Drechsler
	 	 
	 	 
	 	Benjamin Schwarz
	 	 
	 	 
	 	Rune Magnus Lundetrae
	 	 
	 	 
	 	Ajay Khandelwal
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY



 


	 	By:	 
	 	 	Name:
	 	 	Title:



 






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EXHIBIT
A


 


	Name
    of Founder	 	Number

        of
        Shares
	 
	 	 	 	 
	Metropolitan Capital Partners
    V LLC	 	 	 	 
	 	 	 	 	 
	HL Acquisitions Holdings LLC	 	 	 	 
	 	 	 	 	 
	Jeffrey Schwarz Children’s Trust	 	 	 	 
	 	 	 	 	 
	HL Acquisitions Holdings LLC	 	 	 	 
	 	 	 	 	 
	Karen Finerman	 	 	 	 
	 	 	 	 	 
	Craig Effron	 	 	 	 
	 	 	 	 	 
	Curtis Schenker	 	 	 	 
	 	 	 	 	 
	Jonathan Guss	 	 	 	 
	 	 	 	 	 
	Stephanie Guss	 	 	 	 
	 	 	 	 	 
	Greg Drechsler	 	 	 	 
	 	 	 	 	 
	Ben Schwarz	 	 	 	 
	 	 	 	 	 
	Rune Magnus Lundetrae	 	 	 	 
	 	 	 	 	 
	Ajay Khandelwal	 	 	 	 
	 	 	 	 	 
	Stern YOI Limited
    Partnership	 	 	 	 


 


 


8