FuelCell Energy Inc (FCEL)

[Maximilliano]

Interesting parts of Amendment #5 to Joint Development Agreement

A significant amount of references to the following:

"Authorized Third Parties" means 1) Drax Group Plc. and Alberta Innovates Corporation, and, subject to FCE obtaining the prior written consent of ExxonMobil, which consent will not be unreasonably withheld, conditioned, or delayed, the respective successors, assigns, joint venturers, partners and contractors of each of them; and, 2) third parties conducting Carbon Capture Applications.

"Authorized Work" means 1) with respect to Drax Group Plc. and Alberta Innovates Corporation, non-commercial activities restricted to research and development, pilot plant, deployment, and demonstration projects, and commercial activities for which FCE has obtained the prior written consent of ExxonMobil; and, 2) third parties conducting Carbon Capture Applications; provided that for 2) above, any new sales of such activities, authorized work, and carbon capture project(s) when summed together, shall not have the capability of capturing more than a total of 250,000 tons of CO2 on acumulative annual basis.

10.01 Project Costs
a) ExxonMobil will reimburse FCE for Research Costs.....Research Costs and Direct Costs actually incurred. Materials shall be invoiced as incurred and subject to a thirty percent (30%) service fee.

“FTE Rate" means the hourly amount agreed to by the Parties per FTE. Starting on March 31, 2024, the FTE Rate for scientists and engineers is three hundred seventy-six United States dollars ($376.00 USD) and the FTE Rate for all other FTEs is two hundred twenty-three United States dollars ($223.00 USD). The FCE Rate will increase by 3% each year thereafter on March 31.

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Language beyond purchase order

WHEREAS, as a result of continued development, engineering and mechanical de-risking of the Generation 2 Technology fuel cell module (“Gen 2 Technology”), ExxonMobil made a final investment decision to demonstrate the Gen 2 Technology at its Esso Nederland BV Rotterdam Manufacturing Complex (“Demonstration”) and issued a separate purchase order to FCE for such Demonstration;

https://d18rn0p25nwr6d.cloudfront.net/CIK-0000886128/c632024f-dc55-4c55-b83c-41545ce1c7ce.pdf