SETTLEMENT CONTAINS A STIPULATION TO, OR AN ADMISSION OR ACKNOWLEDGMENT OF, ANY
WRONGDOING (WHETHER IN TORT OR OTHERWISE) ON THE PART OF THE JV COMPANY OR AXANE
WITHOUT THE AFFECTED PARTY'S CONSENT.
(F)
IF PLUG POWER HAS NOT EXERCISED ITS INDEMNITY OPTION, THE PARTIES
SHALL PROCEED TO THE TRANSFER OF THE SHARES PURSUANT TO THE IP CLAIM PUT OPTION
ON A DATE TO BE AGREED BY AXANE AND PLUG POWER AND NO LATER THAN THE NINETIETH
(90) DAY FOLLOWING THE RECEIPT BY PLUG POWER OF THE IP CLAIM PUT OPTION NOTICE
(THE "IP CLAIM PUT OPTION TRANSFER DATE"). ON THE IP CLAIM PUT OPTION TRANSFER
DATE, PLUG POWER AND AXANE (OR ANY DESIGNATED AFFILIATE THEREOF) SHALL ENTER
INTO A SHARE TRANSFER AGREEMENT IN THE FORM OF THE DRAFT ATTACHED HERETO AS
SCHEDULE 10.4(F) (THE "SHARE TRANSFER AGREEMENT").
PLUG POWER SHALL PAY ALL
RELEVANT TRANSFER TAXES (DROITS D'ENREGISTREMENT), IF ANY, DUE UPON THE TRANSFER
OF THE JV COMPANY SHARES.
(G)
FOR THE PURPOSES OF THE IP CLAIM PUT OPTION, THE PRICE TO BE PAID
BY PLUG POWER TO AXANE FOR THE RELEVANT JV COMPANY SHARES (THE "IP CLAIM PUT
OPTION PRICE") ON THE IP CLAIM PUT OPTION TRANSFER DATE SHALL BE EQUAL TO THE
PAID-UP NOMINAL VALUE OF THE JV COMPANY SHARES INCREASED BY THE SHARE PREMIUM
PAID IN BY AXANE AND/OR ITS AFFILIATES AS AT SUCH IP CLAIM PUT OPTION TRANSFER
DATE.
(H)
AS PROMPTLY AS POSSIBLE FOLLOWING THE IP CLAIM PUT OPTION TRANSFER
DATE AND WITHIN THREE (3) MONTHS FOLLOWING SAID IP CLAIM PUT OPTION TRANSFER
DATE AT THE LATEST, EXCEPT IF SPECIFIED OTHERWISE IN THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT (THE "PERIOD") (I) ALL CONTRACTS (INCLUDING, THE SUBLEASE
AGREEMENT AND THE AXANE OPERATIONAL SERVICES AGREEMENT), COMMITMENTS, GUARANTEES
OR OTHER OUTSTANDING OBLIGATIONS BINDING ON OR ISSUED BY AXANE AND/OR ANY OF ITS
AFFILIATES FOR THE PURPOSES OF THE ACTIVITIES OF THE JV COMPANY, SHALL BE
TERMINATED (AND AXANE SHALL ACCEPT AND SHALL CAUSE ITS AFFILIATES TO ACCEPT SUCH
TERMINATION) AND (II) PLUG POWER SHALL SUBSTITUTE ITSELF OR ANY OF ITS
AFFILIATES TO AXANE AND/OR ITS AFFILIATES TO THE PERFORMANCE OF ANY SUCH
OUTSTANDING OBLIGATION AND/OR THE ISSUANCE OF ANY SUCH GUARANTEE
FOR THE PURPOSES OF THIS PARAGRAPH (H), THE PARTIES SHALL SEEK TO OBTAIN THE
REQUIRED CONSENTS OF OSEO INNOVATION AND THE RELEVANT BENEFICIARIES UNDER THE
H2E COLLABORATION PROGRAM OR OTHERWISE AND/OR ANY OTHER RELEVANT THIRD PARTY AND
AXANE SHALL PROVIDE ITS REASONABLE ASSISTANCE TO PLUG POWER IN ORDER TO SEEK TO
COMPLETE THIS TERMINATION AND SUBSTITUTION WITH A VIEW TO MITIGATE THE ADVERSE
EFFECT FOR THE JV COMPANY. THIS ASSISTANCE SHALL HOWEVER AT NO TIME BE CONSTRUED
AS AN UNDERTAKING OF AXANE AND/OR ANY OF ITS AFFILIATES TO MAINTAIN CERTAIN
GUARANTEES, MAKE ANY FINANCIAL COMMITMENT AND/OR ISSUE NEW GUARANTEES.
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NOTWITHSTANDING THE ABOVE, IF OSEO INNOVATION AND/OR THE RELEVANT BENEFICIARIES
DECLINE TO GRANT THE APPROPRIATE CONSENTS UNDER THE H2E COLLABORATION PROGRAM
WITHIN THE PERIOD, AXANE SHALL CONTINUE TO PROVIDE THE RELATED GUARANTEES ISSUED
BY AXANE AND/OR ITS