Hyzon Motors : Material Agreement - Form 8-K

Item 1.01. Entry into a Material Agreement.

On November 20, 2023, Hyzon Motors Inc. (the "Company") entered into a Purchase and Sale Agreement (the "Agreement") with Fulcrum Holdings LLC (the "Buyer").

Under the terms of the Agreement, the Buyer will purchase the Company's property located at 475 Quaker Meeting House Road, Honeoye Falls, New York 14472 (the "Property") for $3,125,000.

Under the terms of the Agreement, (i) within five days after the execution of the Agreement, the Buyer must deposit with the Agreement's third-party escrow agent $93,750 (the "Initial Deposit"), and (ii) five days after the expiration of the Due Diligence Period (as hereafter defined), the Buyer must deposit with the Agreement's third-party escrow agent a second $93,750 (the "Additional Deposit" and together with the Initial Deposit, the "Deposit").

The Buyer will have until the date which is 45 days after execution of the Agreement (the "Due Diligence Period"), to conduct its due diligence on the Property at its own cost and expense. If the Buyer does not terminate the Agreement by the expiration of the Due Diligence Period, then the Due Diligence Period will expire and the Deposit will be nonrefundable and credited to the purchase price at closing. If Buyer elects to terminate the Agreement prior to the expiration of the Due Diligence Period, the Deposit is returned to the Buyer. After the expiration of the Due Diligence Period, if the Buyer does not terminate the Agreement and thereafter fails to close the transaction, the Deposit will be non-refundable and will be released to the Company as liquidated damages. The Due Diligence Period is subject to a 15 day extension (the "Extension Period") by the Buyer if the Buyer has not received written reports from its environmental consultants as to the condition of the Property during the Due Diligence Period. However, during the Extension Period, the Buyer's right to terminate the Agreement is limited to the reasons relating to the results of such written reports.

The closing of this sale will occur on or prior to April 30, 2024, or such earlier or later date as the Company and the Buyer mutually agree in writing.

The foregoing summary of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.