hme12142022






EXECUTION COPY       STOCK PURCHASE AGREEMENT  THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated effective as of 14  December, 2022 (the “Effective Date”), is entered into by and among Holthausen Clean  Technology Investments, B.V. a private limited liability company registered in the Netherlands  (the "Seller"); Hyzon Motors Inc., a Delaware corporation (the "Buyer"), CGH Junior Holding  B.V., a private limited liability company registered in the Netherlands (“CGH”); M.C.B.  Holthausen Holding B.V., a private limited liability company registered in the Netherlands  (“MCB”); Holthausen Clean Technology B.V., a private limited liability company registered in  the Netherlands (''HCT''); Carl Holthausen an individual residing at Kropswolde, the  Netherlands; Max Holthausen an individual residing at Schildwolde, the Netherlands; and Hyzon  Motors Europe B.V., a private limited liability company registered in the Netherlands (the  “Company”). Each of the above entities may be referred to as a “Party,” and collectively as the  “Parties”.  WHEREAS, Seller owns one million four hundred eighty-five thousand (1,485,000) A  Shares, par value one eurocent (€0.01), of Company;  WHEREAS, Buyer owns one million five hundred fifteen thousand (1,515,000) B Shares,  par value one eurocent (€0.01), of Company;  WHEREAS, Seller desires to sell and Buyer desires to purchase one million four hundred  eighty-five thousand (1,485,000) A Shares from Seller (the “Purchased Shares”);  WHEREAS, the Company holds all of the issued and outstanding shares in the share  capital of Hyzon Motors UK Ltd (the "Subsidiary" and together with the Company, the  "Group");  WHEREAS, Buyer changed its legal name from “Hyzon Motors Inc.” to “Hyzon Motors  USA Inc.” on July 16, 2021 in connection with a de-SPAC merger with Buyer’s parent company,  Decarbonization Plus Acquisition Corporation, a Delaware corporation, which then changed its  name to “Hyzon Motors Inc.” on July 16, 2021, and which entity is now publicly traded on the  NASDAQ under symbol “HYZN” (to be referred to herein as “HMI”);  WHEREAS, CGH, and MCB are each fifty percent (50%) owners of Seller;   WHEREAS, Buyer, Seller and Company are parties to that certain Joint Venture  Agreement dated December 30, 2020 pertaining to the ownership, organization, operation, and  management of the Company (the “JVA”);  WHEREAS, on December 31, 2021, Buyer and Seller entered into that certain Letter of  Intent where, among other things, Buyer made a cash payment to Seller of one million euro  (€1,000,000) and, on October 7, 2022, Buyer made an additional cash payment to Seller of one  million euro (€1,000,000). Both amounts shall be applied toward the Purchase Price as more fully  described in Sections 2 and 3 herein;  WHEREAS, Seller, Buyer, Company, CGH, MCB and HCT have entered into a stock  purchase agreement dated May 5, 2022 (the ''May 2022 SPA''). Subsequently Seller and Buyer  have agreed that the May 2022 SPA will be terminated and have reached agreement on the sale  and purchase of the Purchased Shares on revised terms and conditions.   





 






EXECUTION COPY   2  NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth  in this stock purchase agreement (this "Agreement") and for other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto  agree as follows:  1. Definitions. The definitions and provisions of Exhibit A apply throughout this  Agreement.  2. Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as  defined in Section 12), Seller shall sell, transfer and assign to Buyer free from any Encumbrances,  and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the Purchased  Shares. The purchase price for the Purchased Shares (the "Purchase Price") shall be five million  five hundred twenty-two thousand one hundred ninety-three euro and sixty-nine cent  (€5,522,193.69).   3. Payment Purchase Price. The Purchase Price shall be paid as follows:   (i)  by means of set off with (a) the one million euro (€1,000,000) that was paid as a deposit  to Seller on December 31, 2021 pursuant to a Letter of Intent signed by the Parties on  December 31, 2021, and (b) the one million euro (€1,000,000) that was paid as a deposit  to Seller on October 7, 2022;   (ii) by means of the assumption (schuldovername) by Buyer of the obligation of Seller to pay  the Inventory Consideration in the amount of one million two hundred thirty-six thousand  eight hundred fifty-four euro and thirty-six cent (€1,236,854.36) to the Company (and the  Company hereby provides its upfront consent to such assumption); and  (iii)  an amount of two million five hundred thousand euro (€ 2,500,000) in cash or cash  equivalent, which is to be paid by Buyer at the Closing (the “Closing Cash Payment”)  provided that all of the Assigned Contracts have been duly assigned to and assumed by  HCT five (5) Business Days prior to Closing pursuant to Section 10(a). In the event that  all such Assigned Contracts have not been assigned to and assumed by HCT at this time  and the Buyer has waived the Condition Precedent set out in Section 10(a), then an  amount of one million euro (€1,000,000) shall be paid by the Buyer at Closing and one  million five hundred thousand euro (€1,500,000) in cash or cash equivalent will be paid  by the Buyer to the Seller directly within ten (10) Business Days following the transfer of  the last Assigned Contract to HCT listed in Exhibit B, Part 1 in accordance with  Section 10.  4. Seller's Inventory. Immediately prior to Closing and as part of the transaction  contemplated by this Agreement, the Company shall sell and transfer to Seller, and Seller shall  purchase from the Company, all of the Company's right, title and interest in and to the inventory  listed in Exhibit C (the "Seller's Inventory") with an estimated fair market value of one million  twenty-two thousand one hundred ninety-three euro and sixty-nine cent (€ 1,022,193.69)  (excluding any VAT). The Buyer guarantees that, to the Buyer's knowledge, the Sellers Inventory  is free of Encumbrances. The purchase price for the Seller's Inventory shall be one million  twenty-two thousand one hundred ninety-three euro and sixty-nine cent (€ 1,022,193.69 )  (excluding any VAT) (the "Inventory Purchase Price"). The Company shall issue an invoice to  the Seller in connection with the aforementioned sale and transfer of the Seller's Inventory in the  amount of the Inventory Purchase Price and two hundred fourteen thousand six hundred sixty  





 






EXECUTION COPY   3  euro and sixty-seven cent (€214,660.67) of VAT due in connection therewith (the "VAT  Amount") and the Seller shall remain due to the Company the Inventory Purchase Price and the  VAT Amount (together the "Inventory Consideration").   5. Resignation. Effective at Closing, Carl Holthausen and Max Holthausen shall resign from  their position as members of the Management Team of the Company as defined in the JVA and  Hyzon Motors UK Limited and, as soon as reasonably possible thereafter, shall resign from their  position as directors of the Company and Hyzon Motors UK Limited. Subject to Closing, the  Company shall – and Buyer shall give all and any reasonably necessary cooperation thereto –  procure that full discharge (décharge) is granted to Carl Holthausen and Max Holthausen for the  performance of their mandate as directors of the Company from the date of their appointment up  to and including the Closing Date. If so requested by the Buyer in its sole and absolute discretion,  at Closing, Carl Holthausen and the Company and/or Hyzon Motors UK Limited may enter into a  consulting agreement based on which Carl Holthausen will provide to the Company and/or Hyzon  Motors UK Limited certain services in accordance with the terms and subject to the conditions set  forth in such consulting agreement as agreed by the relevant parties. Notwithstanding anything  permitted under Section 15 (Protective covenants), as of the Effective Date, Seller, CGH, MCB,  Carl Holthausen and Max Holthausen shall refrain from (i) any involvement in the business of the  Company or Hyzon Motors UK Limited, and (ii) any contact with employees, customers, or  suppliers of the Company, Hyzon Motors UK Limited or any other party that is doing any  business with the Company or Hyzon Motors UK Limited, except to the extent permitted under  the consulting agreement or Section 15 (Protective covenants).  6. Cooperation with investigations and litigation. As of the Effective Date, the Seller, CGH,  MCB, HCT, Carl Holthausen and Max Holthausen shall, upon the Company’s or Buyer's request,  provide reasonable cooperation to the Company or Buyer, as applicable, (including their  respective outside counsel) in any matter, investigation, litigation, arbitration, or regulatory  proceeding regarding events or matters that pertain to the Company or Buyer, and which relate to  any and all business and affairs of the Company including, but not limited to, matters pertaining  to the JVA, vehicles assembled, constructed, or configured by HCT during the existence of the  JVA, Company customers and customer contracts, and vehicles announced as delivered by the  Company. Such cooperation shall include, but shall not be limited to, consulting with the  Company’s management and counsel, providing documents, data, and information (possessed by  Seller, CGH, MCG, HCT, Carl Holthausen or Max Holthausen) as determined by the Company,  Buyer or their respective counsel to be relevant to any production demand or request pertaining to  any investigation, litigation, arbitration or regulatory proceedings, to give testimony, and to  otherwise provide reasonable assistance. For the avoidance of doubt, the Company and the Buyer  may request specific performance of the aforementioned obligation to provide reasonable  cooperation but will not and cannot hold Carl Holthausen and Max Holthausen personally liable,  neither in their capacity as directors of CGH and MCB, for any losses due to any breach of the  aforementioned obligation to provide reasonable cooperation as set out in this Section 6. Nothing  in the foregoing shall operate to (i) preclude any claim against Seller, CGH, MCB, HCT, Carl  Holthausen, or Max Holthausen, individually or collectively, for any other matter than the  aforementioned obligation to provide reasonable cooperation, and (ii) obligate Buyer to  reimburse, indemnify, or otherwise hold harmless Seller, CGH, MCB, HCT, Carl Holthausen, or  Max Holthausen, individually or collectively.  7. Final discharge. HCT and the Company agree and acknowledge that, at the Effective  Date, (i) the Company has one or more claims on HCT, and (ii) HCT has one or more claims on  the Company. Subject to Closing taking place, (a) HCT hereby waives and grants full and final  discharge for any and all claims of HCT on the Company existing on the Effective Date, and (b)  





 






EXECUTION COPY   4  the Company hereby waives and grants full and final discharge for any and all claims of the  Company on HCT existing at the Effective Date, for the avoidance of doubt, except for any and  all claims, directly or indirectly, arising from this Agreement.  8. Demo truck. As soon as possible after the Effective Date but no later than Closing, HCT  will procure the transfer of the legal ownership of the demo truck (chassis number  XLRTEM4100G110676, license plate 67-BPR-3) to the Company, if the Company is not the  legal owner of such truck.     9. Termination of the SPA. Seller, Buyer, Company, CGH, MCB and HCT hereby explicitly  agree that the May 2022 SPA is, as per Closing, terminated in full and each party to the May 2022  SPA explicitly waives any and all rights it may have under the May 2022 SPA, including any and  all rights to claim specific performance or losses.   10. Conditions Precedent. To effect the Closing is solely conditional upon the satisfaction or  waiver of the following conditions precedent (the "Conditions Precedent"), which may be  waived only by Buyer:  (a) Assigned Contracts. The Parties hereby agree that the customer contracts as set  out in Exhibit B, Part 1 shall be transferred, or assigned to and assumed by HCT, including any  and all rights (such as sending remaining invoices) and obligations (such as building remaining  trucks and aftersales) under such contracts, but excluding any liability as a result of any  production error prior to such transfer or assignment, and assumption by HCT. Seller shall  provide a written consent to such transfer or assignment from an authorized signatory of each  customer in a form contained in the specimen in Exhibit B, Part 2. For the avoidance of doubt,  the transfer or assignment, and assumption by HCT of the contract between the Company and  ESA Trucks Nederland B.V. relating to the Municipality of Groningen and the Province of  Groningen shall include any truck parts which have been prepared and have been booked on the  project up until the date of transfer or assignment, and assumption by HCT of such contract, for  trucks to be delivered to the Municipality of Groningen and the Province of Groningen in  performance of the aforementioned contract. For avoidance of doubt, the truck parts in relation to  the contract between the Company and ESA Trucks Nederland B.V. relating to the Municipality  of Groningen and the Province of Groningen as forementioned will be transferred to HCT in  addition to the Seller’s Inventory; and  (b) No legal proceedings being pending in relation to any compromise or  arrangement with creditors or any winding up, bankruptcy or other insolvency proceedings  concerning the Company having occurred.  11. Geesink agreement. The agreement between the Company and Geesink dated September  22, 2021 will remain with the Company, except to the extent it relates to the trucks for the  Municipality of Aberdeen which will transfer to HCT (as specified in Exhibit B, Part 1). The  Parties acknowledge and agree that the objective is that the current agreement with Geesink will  be terminated by the Company and a new agreement will be entered into by HCT. HCT shall take  all reasonable steps to enter into such new agreement with Geesink, including by offering  reasonable terms in line with market practice. Any contractual or non-contractual liability of the  Company towards Geesink in connection with the termination of the current agreement will be  for the account of the Company, for the avoidance of doubt, except to the extent it relates to  contractual or non-contractual liability (including aftersales) for the trucks for the Municipality of  Aberdeen.   





 






EXECUTION COPY   5  12. Closing. Subject to the terms and conditions contained in this Agreement, the transfer of  the Purchased Shares contemplated by this Agreement shall take place at closing (the "Closing")  to be held on the fifth (5th) Business Day after the satisfaction or waiver of all Conditions  Precedent at 11:00 (Amsterdam time) or such other date and time as Buyer and Seller may  mutually agree upon in writing (the "Closing Date"). The Closing shall be held in Amsterdam,  the Netherlands, at the offices of De Brauw Blackstone Westbroek N.V. or such other place as  Buyer and Seller may mutually agree upon in writing.   (a) Closing Deliverables. At the Closing, following completion of the actions set out  in Section 4, the following deliverables shall be delivered as set forth below:  (i) Seller shall procure that the Company delivers to the Notary the original  and up-to-date shareholders' register of the Company;  (ii) Seller, Buyer and the Company shall deliver to the Notary an executed  and, to the extent required by the Notary, notarised and apostilled, Power of Attorney to execute  the Deed of Transfer;   (iii) the Company shall sell and transfer the Seller's Inventory to Seller and  the Seller shall purchase such Seller's Inventory, the Company shall issue to Seller the invoice  referred to in Section 4, and Buyer assumes from Seller the obligation of the Seller to pay the  Inventory Consideration to the Company in accordance with Section 4, which assumption the  Company shall accept, and therefore, at Closing, the Buyer shall pay the Inventory Purchase Price  to the Company; and  (iv) Seller shall transfer the Purchased Shares to Buyer, Buyer shall accept  the transfer, and Seller and Buyer shall procure that the Company acknowledges this transfer, the  foregoing to be effected by execution of a deed of transfer by Seller, Buyer and the Company  before the Notary (the "Deed of Transfer").  (b) Notary as Escrow Agent. The Parties agree to use civil law notary Mr. C.A.  Voogt or any other civil law notary of De Brauw Blackstone Westbroek N.V., or such civil law  notary's substitute (the “Notary”).   (c) Payment to the Notary. Buyer shall procure that the Notary shall have received  the Closing Cash Payment (without any deduction whatsoever) in the Notary account, in  accordance with the terms and subject to the conditions of the Payment Letter. At Closing, Seller,  the Company and Buyer shall procure that the following relevant actions are taken in the  following sequence:  (i) upon receipt the Notary shall confirm to Seller, the Company and Buyer  that an amount equal to the Closing Cash Payment has been received in the Notary account; and   (ii) the relevant Parties shall take the actions listed in Section 12(a);  (d) Payment to Seller. Following completion of the actions set out in Section 12(a)  above, Seller, the Company and Buyer shall procure that the following actions are taken in the  following sequence on the first Business Day after the Closing Date:  (i) the Notary shall transfer the Closing Cash Payment for same day value to  the accounts of Seller in accordance with the payment letter;   





 






EXECUTION COPY   6  (ii) the Notary shall update the original shareholders' register of the  Company and deliver the same to the Company.  13. Representations and Warranties of each Party. Each Party hereby represents and warrants  to the other Parties as follows:  (a) The Party is a legal entity duly organized, validly existing and in good standing  under the laws of its jurisdiction as set forth in the Preamble to this Agreement.  (b) The Party has all requisite power and authority to execute and deliver this  Agreement, to carry out its obligations hereunder, and to consummate the transactions  contemplated hereby. The Party has obtained all necessary corporate approvals for the execution  and delivery of this Agreement, the performance of its obligations hereunder, and the  consummation of the transactions contemplated hereby. This Agreement has been duly executed  and delivered by the Party and constitutes the Party’s legal, valid and binding obligation,  enforceable against the Party in accordance with its terms.  (c) The execution, delivery and performance by the Party of this Agreement does not  conflict with, violate or result in the breach of any agreement, instrument, order, judgment,  decree, law or governmental regulation to which the Party is a party or is subject.  (d) No governmental, administrative or other third-party consents or approvals are  required by or with respect to the Party in connection with the execution and delivery of this  Agreement and the consummation of the transactions contemplated hereby.  (e) There are no actions, suits, claims, investigations or other legal proceedings  pending or, to the knowledge of the Party, threatened against or by the Party that challenge or  seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement.  (f) No broker, finder or investment banker is entitled to any brokerage, finder's or  other fee or commission in connection with the transactions contemplated by this Agreement  based upon arrangements made by or on behalf of the Party.  (g) There are no legal proceedings pending or threatened in relation to any  compromise or arrangement with creditors or any winding up, bankruptcy or other insolvency  proceedings concerning the Company, and, to the knowledge of Seller, no events have occurred  which would justify any such proceedings.  (h) To the knowledge of the Seller, all information provided by or on behalf of the  Seller to the Buyer and its advisors regarding any contract of the Company between 5 May 2022  and the Effective Date is complete, true and accurate in all material respects.   14. Survival. All representations and warranties contained herein shall be true and accurate at  the Effective Date and the Closing Date and shall survive the execution and delivery of this  Agreement and the Closing hereunder.  15. Protective covenants.  (a) Non-compete. Unless indicated otherwise in this Agreement, as from the date of  Signing, and for a period of three (3) years after the Closing Date (the ''Non-Compete Period''),  Seller, Carl Holthausen, Max Holthausen, HCT, CGH and MCB shall not, and shall procure that  





 






EXECUTION COPY   7  their respective Related Persons shall not, directly or indirectly, either by themselves or through  any person, firm or company, be engaged in any manner whatsoever in any activities that are  competing with the activities carried out by the Company or its Subsidiary at the time of Closing,  including (directly or indirectly) purchasing, assembling, converting, building, producing, selling,  leasing, or delivering, directly or indirectly, any 4x2, 6x2, 6x4 or 8x4 fuel cell electric vehicle  (“FCEV”) truck used or planned to be used as a prime mover, truck/trailer combination, or in a  trailer-enabled freight application configuration, any FCEV-powered rigid used or planned to be  used as a prime mover, truck/trailer combination, or in a trailer-enabled freight application. For  the avoidance of doubt, the following activities shall be excluded from this non-compete:   (i) purchasing, building, assembling, converting, producing, selling, leasing,  and delivering any FCEV on a rigid platform intended for Special Trucks applications or box  trucks not described in subparagraph 15(a) above;  (ii) any activities agreed in writing upon between the Company and HCT in  a dealership agreement, regarding any non-Special Trucks; and  (iii) any activities agreed in writing upon between the Company and HCT in  a part supply agreement, regarding, amongst others, fuel cells for trucks.    (b) Waiver of non-compete. Subject to the foregoing subparagraph 15(a), during the  Non-Compete Period, the Company in its sole and absolute discretion may grant a waiver of the  above non-compete provisions to Seller, Carl Holthausen, Max Holthausen, HCT, CGH, and  MCB, individually or collectively. Such waiver must be in writing and signed by the Company  and, unless otherwise agreed by the Company in writing, may be granted for a specific customer  or project. If Seller, Carl Holthausen, Max Holthausen, HCT, CGH, or MCB have a business  opportunity for a specific customer or project that falls within the scope of the above non- compete provisions, it may request the Company to waive the above non-compete provisions. The  Company will not withhold aforementioned waiver on unreasonable grounds where the  Company, in its sole and absolute determination, decides not to pursue such specific customer or  project.  (c) Non-solicit of customers. As from the date of Signing, and for a period of three  (3) years after the Closing Date, Seller, Carl Holthausen, Max Holthausen, HCT, CGH and MCB  shall not, and shall procure that their respective Related Persons shall not, directly or indirectly,  either by themselves or through any person, firm or company, solicit, induce or attempt to (i)  induce any customer of the Company to provide any goods or services to them or to (ii) cease,  reduce or adversely change the terms of its business with the Company or its Subsidiary. This  clause does not apply to the customers to the extent it falls within the scope of the Assigned  Contracts.   (d) Non-solicit of employees. The Parties agree that:  (i) Between Signing and Closing, the Seller, Carl Holthausen, Max  Holthausen, HCT, CGH and MCB shall not, and shall procure that their respective Related  Persons shall not, directly or indirectly, either by themselves or through any person, firm or  company, induce or seek to induce any of the Company's employees, independent contractors or  consultants to become an employee, independent contractor or consultant of any company in  which the Seller, HCT, CGH and MCB or their Related Persons are involved.  





 






EXECUTION COPY   8  (ii) For a period of three (3) years after the Closing Date, the Parties shall  not, and shall procure that their respective Related Persons shall not, directly or indirectly, either  by themselves or through any person, firm or company, induce or seek to induce any of the other  Party's employees, independent contractors or consultants to become an employee, independent  contractor, or consultant of any company in which such Party is itself involved. It is  acknowledged and agreed that the placing of an advertisement of a post available to a member of  the public generally and the recruitment of a person through an employment agency shall not  constitute a breach of the above, provided that none of the Parties shall instruct or encourage such  agency to approach any of the employees, independent contractors or consultants of any of the  other Parties.  (e) Non-disparagement. Each Party undertakes that it shall refrain from making, and  shall cause its Related Persons not to make or cause to be made, any statement or announcement  (including through any press, media, analysts or other persons) that constitutes an expression of  negative opinion, ad hominem attack on, or otherwise disparages, defames, slanders, or impugns  or is reasonably likely to damage the reputation of the other Parties.  (f) Neither Seller nor HCT, CGH and MCB or any of their Related Persons will be  in violation of the non-compete of Section 15(a) solely by reason of investing in stock, bonds or  other securities of any person engaged in a competing activity (but without otherwise  participating in such competing activity), if: (i) such stock, bonds or other securities are listed on  any national securities exchange; and (ii) such investment does not exceed, in the case of any  class of the capital stock of any one issuer, 5% of the issued and outstanding shares or such  capital stock, or, in the case of bonds or other securities, 5% of the aggregate principal amount  thereof issued and outstanding, but provided, however, that Seller, CGH, MCG or any of their  respective Related Persons may not, directly or indirectly, be personally involved in whatever  manner with the operations of the company in which such investment is made.  (g) If Seller, Carl Holthausen, Max Holthausen, CGH, MCB or any of their  respective Related Persons act in breach with any of his or her obligations set forth in Section 15  (a)-(e), such party shall forfeit to the Buyer an immediately due and payable penalty in the  amount of one hundred thousand euro (€100,000) for each breach and, furthermore, an  immediately due and payable penalty in the amount of five thousand euro (€5,000) for every day,  including part of a day, that such breach persists, without any demand, other prior notice or court  order being required. Buyer shall have all rights and remedies available to it under applicable law,  including the right to claim compensation for any damages or specific performance in addition to  the penalties paid.  16. Intellectual Property rights.  (a) The Company is exclusively entitled to all Intellectual Property that has been  developed by the Seller, CGH, MCB, Carl Holthausen or Max Holthausen (each an "IP  Transferor") or any of their Affiliates, agents or contractors for, or in relation with the activities  of, the Company or its Subsidiary (such IP the "Foreground IP"). Any Confidential Information  that forms part of the Foreground IP qualifies as the Confidential Information of the Company.  (b) To the extent any IP Transferor owns or holds any Foreground IP, each IP  Transferor hereby transfers to the Company, and the Company hereby accepts such transfer, all  such IP Transferor's rights and titles to and interests in such Foreground IP. This assignment  includes any rights to claim priority to any applications for any Foreground IP, and the right to  take (legal) action and claim remedies (including damages) for any current, future or past  





 






EXECUTION COPY   9  infringement of any Foreground IP. This Agreement forms the instrument of delivery of all of the  IP Transferors' rights, titles and interests in Foreground IP to the Company. To the extent any of  the IP Transferors' Affiliates, agents or contractors holds any Foreground IP, the relevant IP  Transferor shall ensure the transfer of such Foreground IP to the Company.   (c) Upon request of the Buyer or the Company, each of the IP Transferors shall take  such action, including the signing of additional instruments and documents, and shall provide  such information as reasonably necessary or useful for the effectuation or perfection of the  Company's title to any part of the Foreground IP, or for the registration or protection of any part  of the Foreground IP.  (d) None of the IP Transferors shall use any part of the Foreground IP and disclose  any part of the Foreground IP to any third party. In deviation of the foregoing, the Seller may use  the Foreground IP solely to the extent necessary for Special Trucks, provided that the Seller (in  addition to ensuring compliance with Section 25 of this Agreement) takes reasonable measures to  protect the confidentiality of any Confidential Information that forms part of the Foreground IP.   (e) For a period of six (6) years following the Closing Date, the Company grants to  the Seller, HCT, CGH, MCB, Carl Holthausen and/or Max Holthausen a non-exclusive,  irrevocable (except in the case of a material breach of this Agreement by Seller, HCT, CGH,  MCB, Carl Holthausen or Max Holthausen which is not remedied within a reasonable period of  time following written notice by Buyer, in which case the license will be revocable with  immediate effect), royalty-free, non-sublicensable, and non-assignable license, to use the  Company's Intellectual Property and know-how to the extent it is owned by the Company at the  Closing Date solely for use within Europe (i) that is required to integrate and use fuel cells and/or  the battery package design of the Company into the Seller's Special Trucks or for a FCEV that  may be built for a specific customer or project pursuant to Section 15(b), (ii) relating to plastic  block tank frames to the extent these are used for the integration in Special Trucks or for a FCEV  that may be built for a specific customer or project pursuant to Section 15(b), or (iii) the software  developed by or on behalf of HCT and then further developed by the Company, and is used as the  vehicle control software. For the avoidance of doubt, such license excludes any license for  Intellectual Property or know-how of the Company relating to core fuel cells or the Buyer’s or  any of its Affiliates' battery modules, packs or battery management systems. Neither the  Company nor any of its Affiliates is liable towards the Seller, HCT, CGH, MCB, Carl Holthausen  or Max Holthausen for any damages, losses or any other costs of whatever nature directly or  indirectly in connection with this license, including the Company's designs for tanks, tank  brackets, mounts or blocks. The license described in this Section 16(e) shall be provided “as is”  as of the Closing Date. The Company shall have no obligation whatsoever to license, update,  upgrade, or to correct errors in, the Intellectual Property and know how.  (f) "Licensed IP" means any Intellectual Property owned by any IP Transferor that  is not Foreground IP and that has been used by the Company or its Subsidiary in the 24 (twenty- four) month period prior to the Effective Date, or that is envisaged on the Effective Date to be  used by the Company or its Subsidiary. Each IP Transferor hereby grants to the Company a non- exclusive, irrevocable, perpetual, royalty-free, worldwide license to use and further develop the  Licensed IP owned by that IP Transferor in or for the business of the Company or its Subsidiary.  The Company may grant sub-licenses under the Licensed IP to its Subsidiary and third parties  within the scope of this license.  (g) Except to the extent expressly set out in this Agreement, this Agreement does not  grant any Party any rights to the Intellectual Property of any other Party.   





 






EXECUTION COPY   10  17. Company Contracts.   The Company and HCT agree that HCT shall take-over the Assigned Contracts by means of a  transfer of contract (contractsovername).  If any of the Assigned Contracts can only be transferred or assigned to HCT upon  Closing with the consent of the relevant counterparty, HCT shall use best efforts to obtain such  consent. In the event that the Company and HCT agree that the counterparty will not give its  consent, HCT shall in name of the Company fulfill the obligations of the Company pursuant to  the respective contract as if it was HCT's contract and shall hold harmless and indemnify the  Company from and against any claims pursuant to the fulfillment of HCT of the respective  obligations.   18. Disentanglement of the Company and HCT.  (a) Allocation of IT systems, contracts and assets.  (i) The Company shall discontinue the use of IT systems, contracts and  assets that are owned by HCT and data and information stored on servers of HCT. If requested by  the Company to run its business in the ordinary course, HCT shall, to the extent permitted under  the relevant contract, cooperate with (sub)licensing these IT systems, contracts or assets to the  Company;  (ii) HCT shall provide all reasonable cooperation to the Company and the  Buyer to identify, to the extent possible prior to Closing, all IT systems, contracts, assets and  information that the Company uses and should discontinue to use pursuant to Clause 18(a)(i).  HCT shall comply with any reasonable instructions and requests that the Company or the Buyer  gives or makes in this regard.   (iii) To the extent the discontinuation of the use of any IT systems, contracts,  assets, or information is not possible prior to Closing, the Company, the Buyer and HCT shall  align on a plan to effectuate such discontinuation as soon as possible after Closing, taking into  account a reasonable transition period for the Company after Closing to be able to run its business  in the ordinary course. HCT shall comply with any reasonable instructions and requests that the  Company or the Buyer gives or makes in this regard.  (iv) If at any time on or after Closing it occurs that any IT system, contract or  asset is owned by or stored on the servers of the Company, and is used by HCT to run its business  in the ordinary course, the Company will cooperate with transferring or sublicensing, as the case  may be, these IT systems, contracts or assets to HCT as soon as practically possible.   (v) The Seller and the Buyer agree that they shall each bear their own costs  and fees affiliated with the allocations of IT systems, contracts and assets. For the avoidance of  doubt, any costs relating to the development of any IT systems by the Company as of Closing  shall be for the account of the Company.   (b) Wrong pockets  (i) Each Party shall procure that each receivable and each payable incurred  in the ordinary course of trading prior to Closing between (i) the Company or the Group and (ii)  the Seller, the Seller's group (excluding the Company) or HCT, and outstanding at Closing, will  





 






EXECUTION COPY   11  be settled in accordance with the usual terms and conditions of trading between such entities or, if  there are no such terms, within thirty (30) days of invoice.  (ii) If at any time on or after Closing any member of the Seller's group  (excluding the Company) or HCT has received or receives any amount in respect of any  receivable of the Company, the Seller shall, subject to and effective from Closing occurring,  procure that the relevant member of the Seller's group (excluding the Company) or HCT pays the  amount received, less reasonable administrative expenses, to the Company, as soon as reasonably  practicable.  (iii) If at any time on or after Closing any member of the Buyer's group  (including the Company) has received or receives any amount in respect of any receivable of any  member of the Seller's group (excluding the Company) or HCT, the Buyer shall, subject to and  effective from Closing occurring, procure that the relevant member of the Buyer's group pays the  amount received, less reasonable administrative expenses, to the relevant member of the Seller's  group or to HCT, as soon as reasonably practicable.  19. Post-Closing obligations.   (a) Following Closing, the Buyer and the Company will be entitled, and HCT, CGH,  MCB and the beneficial owners of CGH and MCB shall duly and fully cooperate to allow the  Buyer and the Company, to take any action they deem necessary to avoid, dispute, deny, defend,  resist, appeal, compromise or contest any claim or liability that arises from actions taken by HCT,  CGH, MCB and the beneficial owners of CGH and MCB.   (b) Seller, HCT, CGH, MCB, and the beneficial owners of CGH and MCB shall  procure that as per Closing, the Company and all other members of the Group are released from  any joint, several, or joint and several guarantees given by, assumed by or binding on the  Company or any other members of the Group in relation to any liabilities, obligations or  commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or  contingent, accrued or unaccrued, matured or unmatured or otherwise, of the Seller, HCT, CGH,  MCB, and the beneficial owners of CGH and MCB. Seller, HCT, CGH, MCB, and the beneficial  owners of CGH and MCB shall indemnify, defend and hold harmless the Company and, as an  irrevocable third-party stipulation (onherroepelijk derdenbeding), any other member of the Group  against all amounts paid by any of them pursuant to any such Guarantees.  20. Books and Records.  (a) For a period of seven (7) years as from the Closing Date, or for such longer  period as may be prescribed by law, (i) Buyer shall, and shall procure that the Group shall, retain  any books, records and other written information relating to the Group in respect of the period up  to and including the Closing Date which the Group or Buyer holds at Closing and (ii) Seller shall,  and shall procure that its respective Affiliates shall, retain any books, records and other written  information relating to the Group which it holds at Closing.  (b) After Closing, the Parties shall, upon reasonable advance notice and to the extent  reasonably required for tax, accounting or compliance purposes permitted by law, allow the other  Parties to view, inspect, download and make copies of the relevant books, records, and other  information retained pursuant to Section 20(a), during normal office hours, it being understood,  however, that access to any such information that relates to any pending or threatened dispute in  





 






EXECUTION COPY   12  connection with this Agreement may be withheld or restricted by the retaining party in its sole  discretion, unless ordered to disclose as part of legal proceedings.   21. Indemnification. Seller shall indemnify, defend, and hold harmless the Buyer against any  losses pursuant to a breach of any of the representations given in Section 13(a) through (h).  22. Further Assurances. Following the Closing, each of the Parties shall execute and deliver  such additional documents, instruments, conveyances and assurances, and take such further  actions as may be reasonably required to carry out the provisions hereof and give effect to the  transactions contemplated by this Agreement.  23. Termination. This Agreement may be terminated by the Buyer at any time prior to the  Closing. If the Closing has not taken place ultimately on or before January 31, 2023 this  Agreement shall be deemed terminated and free Parties from any obligations set out herein  without either Party being liable towards the other Party for damages, losses or any other costs of  whatever nature.  24. Expenses. All costs and expenses incurred in connection with this Agreement and the  transactions contemplated hereby shall be paid by the Party incurring such costs and expenses,  unless otherwise specified in this Agreement.  25. Confidentiality. The term “Confidential Information”, as used in this Agreement shall  mean any and all information disclosed or conveyed by one Party or its agents (the “Disclosing  Party”) to another Party or its agents (the “Recipient”) in or via any conference, conversation or  meeting (face-to-face, video, telephone, web or otherwise); document (e-mail, facsimile, instant  message, presentation, regular mail, request for proposal, letter, memorandum, writing, or  otherwise); or any other type of conveyance including but not limited to information pertaining to  or related to: (i) current or future products and services; accounting, asset, business, commercial,  corporate, developmental, distribution, financial, growth, human resources, Intellectual Property,  investment, licensing, marketing, manufacturing, operations, pricing, production, real estate,  research, or technical data, methods, plans, policies, presentations, processes, programs,  procedures, records or strategies; customer and prospective customer accounts and lists; and any  other business, commercial or technical information relating to the Disclosing Party’s current or  prospective businesses, facilities or properties; (ii) this Agreement or its terms or subject matter;  (iii) anything marked or otherwise identified by the Disclosing Party as confidential, restricted,  proprietary, or secret; and (iv) anything disclosed or observed under circumstances under which a  reasonable person would understand that such information is or should be confidential or  proprietary to the Disclosing Party. From the Effective Date, each Party agrees to hold all  Confidential Information in strict confidence and to not use or disclose it to any entity or  individual for any purpose other than as set forth in this Agreement, without the prior written  consent of the Disclosing Party. Recipient shall obligate its employees or agents who have or  shall receive any part of the Confidential Information to not use or disclose it except as permitted  herein. Upon written notice from the Disclosing Party, or upon the termination of this Agreement,  all copies of the Confidential Information shall be returned to the Disclosing Party or  destroyed/deleted within ten (10) days of such request; provided, however, that Recipient shall  have the right to maintain one archived copy for its records and defense of claims and litigation  and Recipient may destroy any archival copies upon its scheduled destruction procedures in  accordance with its retention schedule. If the Disclosing Party elects to have the Confidential  Information destroyed/deleted, Recipient shall certify the destruction/deletion of same within the  time period set forth in this Section. The above-stated provisions on confidentiality and use shall  not extend to any information that: (a) at the time of disclosure to the Recipient, was already in  





 






EXECUTION COPY   13  the public domain; (b) after disclosure to the Recipient, has been published or otherwise becomes  part of the public domain through no fault of the Recipient; (c) was known to the Recipient before  disclosure by the Disclosing Party on a nonconfidential basis; (d) is disclosed to Recipient by a  third party subsequent to disclosure by Disclosing Party, without restriction on disclosure and use,  provided that the third party has not received it from Disclosing Party; or (e) was independently  developed by the Recipient without using any of the Disclosing Party’s Confidential Information.  In the event a court order or governmental regulation requires the Recipient to disclose all or part  of the Confidential Information, Recipient shall give the Disclosing Party prior written notice of  the scope of the anticipated disclosure so as to enable the Disclosing Party to undertake all  reasonable efforts to have such court or governmental agency maintain the secrecy and  confidentiality of the Confidential Information. In addition to other remedies, each Party  acknowledges that monetary damages may be insufficient for any breach of this Section, and a  Party shall be entitled to seek specific performance and injunctive and equitable relief as a  remedy if a material breach of this Section is established. The Parties’ obligations under this  confidentiality provision shall continue for a period of two (2) years after the expiration or  termination of this Agreement.  26. Publicity. Notwithstanding the above Confidentiality provisions, Seller understands that  Buyer’s parent company is a publicly-traded company and may need to publicly disclose this  Agreement and certain of its provisions. Any such media (including but not limited to any social  media account of Carl Holthausen or Max Holthausen) or public releases regarding this  Agreement shall be jointly agreed upon by Buyer and Seller in writing prior to public release.  27. Notices. All notices, requests, consents, claims, demands, waivers and other  communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at  the addresses set forth below (or to such other address that may be designated by the receiving  Party from time to time in accordance with this Section). All Notices shall be delivered by  personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail of a  PDF document (with confirmation of transmission) or certified or registered mail (in each case,  return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a  Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the  Notice has complied with the requirements of this Section.  To Seller:    Holthausen Clean Technology Investments B.V.   Attn: Max Holthausen  Produktieweg 2  9601 MA Hoogezand  The Netherlands  Email: max@holthausen.nl   To Buyer:     with a copy to:  Hyzon Motors Inc.    Hyzon Motors Inc.  Attn: Parker Meeks, CEO   Attn: John Zavoli, General Counsel  599 S. Schmidt Road    599 S. Schmidt Road  Bolingbrook, Illinois 60440   Bolingbrook, Illinois 60440  USA      USA  Email: parker.meeks@hyzonmotors.com  Email:john.zavoli@hyzonmotors.com   





 






EXECUTION COPY   14  To Company:     with a copy to:  Hyzon Motors Europe, B.V.   Hyzon Motors Inc.  Attn: Parker Meeks, director   Attn: John Zavoli, General Counsel  Produktieweg 2     599 S. Schmidt Road  9601 MA Hoogezand    Bolingbrook, Illinois 60440  The Netherlands    USA  Email: parker.meeks@hyzonmotors.com  Email: john.zavoli@hyzonmotors.com     To HCT:  Holthausen Clean Technology B.V.   Attn: Max Holthausen  Produktieweg 2  9601 MA Hoogezand  The Netherlands  Email: max@holthausen.nl   To CGH   CGH Junior Holding B.V.   Attn: Carl Holthausen  Produktieweg 2  9601 MA Hoogezand  The Netherlands  Email: carl@holthausen.nl   To MCB:  MCB Holthausen Holding B.V.   Attn: Max Holthausen  Produktieweg 2  9601 MA Hoogezand  The Netherlands  Email: max@holthausen.nl     28. Entire Agreement. This Agreement constitutes the sole and entire agreement of the  Parties to this Agreement with respect to the subject matter contained herein, and supersedes all  prior and contemporaneous understandings, agreements, representations and warranties, both  written and oral, with respect to such subject matter.  29. Successor and Assigns. This Agreement shall be binding upon and shall inure to the  benefit of the Parties and their respective successors and permitted assigns. No Party may assign  any of its rights or obligations hereunder without the prior written consent of the other Parties  hereto, which consent shall not be unreasonably withheld or delayed.  30. Headings. The headings in this Agreement are for reference only and shall not affect the  interpretation of this Agreement.  





 






EXECUTION COPY   15  31. Amendment and Modification; Waiver. This Agreement may only be amended, modified  or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party  of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed  by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or  delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall  operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right,  remedy, power or privilege hereunder preclude any other or further exercise thereof or the  exercise of any other right, remedy, power or privilege.  32. Severability. If any term or provision of this Agreement is invalid, illegal or  unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect  any other term or provision of this Agreement or invalidate or render unenforceable such term or  provision in any other jurisdiction. Upon such determination that any term or other provision is  invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this  Agreement so as to effect the original intent of the Parties as closely as possible in a mutually  acceptable manner in order that the transactions contemplated hereby be consummated as  originally contemplated to the greatest extent possible.  33. Miscellaneous.   (a) No withholding and gross up. Any sum payable under this Agreement by Buyer  or Seller must be paid free and clear of all Tax Deductions except as required by Law. If a Party  is required by Law to make a Tax Deduction, the amount of the payment will be increased to an  amount which, after making the required Tax Deduction, leaves the recipient in the same after- Tax position as it would have been, had no Tax Deduction been required.   (b) Adjustment of the purchase price. If, after Closing, any payment is made by  Seller to Buyer or by Buyer to Seller pursuant to this Agreement, other than the payment of the  Purchase Price or the payment of interest pursuant to Section 33(c), such payment shall be  deemed an adjustment of the Purchase Price equal to any such amount.  (c) Interest. If any Party defaults in the payment when due of any amount payable  under or otherwise in connection with this Agreement, the liability of that Party will be increased  to include interest on that amount from the date when such payment is due (inclusive) under or  otherwise in connection with this Agreement until the date of actual payment (exclusive) at an  interest rate of 2% per annum.  34. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and  construed in accordance with the internal laws of the Netherlands, without giving effect to any  choice or conflict of law provision or rule (whether of the Netherlands or any other jurisdiction).  Any legal suit, action or proceeding arising out of or based upon this Agreement or the  transactions contemplated hereby may be instituted in the Amsterdam District Court and each  Party irrevocably submits to the exclusive jurisdiction of such court in any such suit, action or  proceeding. Service of process, summons, notice or other document by mail to such Party's  address set forth herein shall be effective service of process for any suit, action or other  proceeding brought in such court. The Parties irrevocably and unconditionally waive any  objection to the laying of venue of any suit, action or any proceeding in such court and  irrevocably waive and agree not to plead or claim in such court that any such suit, action or  proceeding brought in such court has been brought in an inconvenient forum.   





 






EXECUTION COPY   16  35. Execution. This Agreement may be executed in one or more counterparts, each of which  shall be deemed an original but all of which together shall constitute the same instrument. The  Parties may sign this Agreement using an electronic signature (whether by pdf scan or utilization  of an industry-standard electronic signature platform or application). Signing this Agreement  using an electronic signature shall be the legal equivalent of having placed a handwritten  signature on this Agreement and shall be binding in the same manner as if signed by hand.  [SIGNATURE PAGE FOLLOWS]  





 






EXECUTION COPY IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first  written above.  BUYER:  HYZON MOTORS INC.  Signature:  Name:     Parker Meeks  Title:     CEO  Date:  COMPANY:  HYZON MOTORS EUROPE B.V  Signature:  Name:  Title:  Date:      Parker Meeks       Managing director B  12/14/2022 12/14/2022 SELLER:  HOLTHAUSEN CLEAN  TECHNOLOGY INVESTMENTS B.V. �  Signature:/\'\ Name: MCB Holthausen Holding B.V.  Title: managing director  Date: 14 - I 1- - "1.C.Z.. 'L- MCB:  MCB HOLTHAUSEN HOLDING B.V.  Signature: � Name: M   Title: CEO  Date: i vt - I 7 - 2 Pl 1- Title:  Date:  Managing director A 12/14/2022 Title:        general director Name:      Max Holthausen  





 






 





 






EXECUTION COPY   19  EXHIBIT A  DEFINITIONS     Capitalised words and expressions used in this Agreement have the meaning set out below, unless  the context required otherwise.       Agreement means this stock purchase agreement;  Affiliate or Affiliates means the ultimate parent of a Party and any and all  Persons with respect to which now or hereafter the  ultimate parent of a Party, directly or indirectly, holds  more than fifty per cent (50%) of the nominal value of  the share capital issued, or more than fifty per cent  (50%) of the voting power at general meetings, or has  the power to appoint and to dismiss a majority of the  directors or otherwise to direct the activities of that  Person;  Buyer has the meaning set forth in the preamble of this  Agreement;  CGH has the meaning set forth in the preamble of this  Agreement;  Closing has the meaning set forth in Section 11;  Closing Cash Payment has the meaning set forth in Section 3(iii);  Closing Date has the meaning set forth in Section 11;  Company has the meaning set forth in the preamble of this  Agreement;  Conditions Precedent has the meaning set forth in Section 10;  Confidential Information has the meaning set forth in Section 25;  Deed of Transfer has the meaning set forth in Section 12(a)(iv);  Disclosing Party has the meaning set forth in Section 25;  Effective Date has the meaning set forth in the preamble of this  Agreement;  Encumbrances means any claim, charge, pledge, mortgage, lien,  option, equity, power of sale, hypothecation, usufruct,  retention of title, right of pre-emption, right of first  refusal or other third-party security interests of any  kind or an agreement to create any of the foregoing;  FCEV has the meaning set forth in Section 15(a);  Foreground IP has the meaning set forth in Section 16(a);  Seller's Inventory has the meaning set forth in Section 4;  Geesink means Geesink Group B.V.;  Group has the meaning set forth in the preamble of this  Agreement;  HCT has the meaning set forth in the preamble of this  Agreement;  HMI has the meaning set forth in the preamble of this  Agreement;  Intellectual Property means all rights of intellectual and industrial property  in any jurisdiction throughout the world, whether  registered or unregistered, and where such rights are  





 






EXECUTION COPY   20  registered, including the related registrations, and  furthermore includes: (i) issued patents and patent  applications; (ii) trademarks, service marks, trade  names, and other similar indicia of source or origin,  together with the goodwill connected with the use of  and symbolized by, and all registrations, applications  for registration, and renewals of, any of the foregoing;  (iii) copyrights, including all applications and  registrations; (iv) trade secrets, know-how, inventions  (whether or not patentable), technology, and other  confidential and proprietary information and all rights  therein; (v) internet domain names and social media  accounts and pages; and (vi) other intellectual or  industrial property and related proprietary rights,  interests, and protections;  Inventory Consideration has the meaning set forth in Section 4;  Inventory Purchase Price has the meaning set forth in Section 4;  IP Transferor has the meaning set forth in Section 16(a);  JVA has the meaning set forth in the preamble of this  Agreement;  Licensed IP has the meaning set forth in Section 16(f);  May 2022 SPA has the meaning set forth in the preamble of this  Agreement;  MCB has the meaning set forth in the preamble of this  Agreement;  Notary has the meaning set forth in Section 12(b);  Notice has the meaning set forth in Section 27;  Party or Parties has the meaning set forth in the preamble of this  Agreement;  Person means an individual, a company or corporation, a  partnership, a limited liability company, a trust, an  association, a foundation or other legal entity or  unincorporated organisation, including any  Governmental Authority;  Purchase Price  has the meaning set forth in Section 2;  Purchased Shares has the meaning set forth in the preamble of this  Agreement;  Recipient has the meaning set forth in Section 25;  Related Persons means: (i) Affiliates; and (ii) (a) any relatives in the  first or second degree of Carl Holthausen or Max  Holthausen (whether by blood, adoption or marriage),  (b) the trustees, acting in their capacity as such, of any  trust of which such ultimate beneficial owner or any  person included in (a) above is a beneficiary, or, in the  case of a discretionary trust, is a potential beneficiary;  and (c) any person of which such ultimate beneficial  owner or any person included in (a) above,  individually or collectively, directly or indirectly have  control;   Seller has the meaning set forth in the preamble of this  Agreement;  





 






EXECUTION COPY   21  Seller's Inventory has the meaning set forth in Section 4;  Shares means all issued and outstanding shares in the  Company;  Special Truck means any FCEV truck that is not a 4x2, 6x2, 6x4 or  8x4 configuration used or planned to be used as a  prime mover, truck/trailer combination, or in a trailer- enabled freight application or any FCEV-powered  rigid used or planned to be used as a prime mover,  truck/trailer combination, or in a trailer-enabled freight  application   Subsidiary has the meaning set forth in the preamble of this  Agreement; and  VAT Amount has the meaning set forth in Section 4.