VISION HYDROGEN Corp (Form: 8-K, Received: 11/09/2021 09:36:44)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): November 8, 2021

VISION HYDROGEN CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-55802	47-4823945
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (551) 298-3600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Vision Hydrogen Corporation is referred to herein as “we”, “our, or “us”.

Item 1.01 Entry into a Material Definitive Agreement

On November 8, 2021, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VoltH2 Holdings AG (“VoltH2”), a Swiss corporation, and the other shareholders of VoltH2 (each, a “Seller”, and together, the “Sellers”) pursuant to which we acquired VoltH2 (the “Acquisition”). VoltH2 is a European-based developer of clean hydrogen production facilities for the supply of commercial offtake volumes of clean hydrogen to manufacturers, gas and power traders, industrial consumers, and both heavy and marine transportation sectors that have pivoted away from carbon emitting energy sources and fuels.

Pursuant to the Purchase Agreement, we acquired an 84.1% interest of VoltH2, and together with our existing 15.9% ownership interest, we now own 100% of VoltH2. The Acquisition was completed in exchange for 8,409,091 shares of our common stock (the “Consideration Shares”). In connection with the Acquisition, we also entered into an indemnification escrow agreement (the “Escrow Agreement”) with one of the Sellers providing for the periodic release of up to 1,768,182 of the Consideration Shares (the “Escrowed Shares”) and a pledge and security agreement (the “Pledge and Security Agreement”) to grant to us a continuing security interest in the Escrowed Shares to secure such Seller’s indemnity obligations under the Purchase Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

In connection with the Acquisition, we have had certain changes to our management and board of directors. Andrew Hromyk, 55, has been appointed as our Co-Chief Executive Officer and to our board of directors. Mr. Hromyk is a founding shareholder of VoltH2 and has been an active investor in and operator of numerous development companies during his 30-year career. Since 1995, Mr. Hromyk has been Principal of First Finance Limited and its sister company Century Capital Management Ltd., a private equity investment advisory group based in Vancouver, British Columbia.

Andre Jurres, 58, has been appointed as our Co-Chief Executive Officer and to our board of directors. Mr. Jurres is a founding shareholder of VoltH2, and brings over 20 years’ experience across the energy and telecom sectors. Mr. Jurres has served as the Managing Director of VoltH2 since June 2020. Mr. Jurres has also served as the Managing Director of Volt Energy B.V. since 2017. Mr. Jurres was a co-founder of NPG Energy, an operator of green power projects in the Benelux region, and served as NPG Energy’s Managing Director until 2017. Mr. Jurres was founder and Chief Executive Officer of Essent Belgium, a residential and commercial energy supplier in Belgium. Mr. Jurres has also held other senior positions with Dong Energy, TeliaSonera, Belgacom and KPN mobile. As part of the Acquisition, the Company acquired a services agreement with an entity controlled by Andres Jurres (the “VoltH2 Services Agreement”) pursuant to which Mr. Jurres is paid €225,000 per year with a discretionary annual bonus of up to €112,500.

Arron Smyth, 42, has been appointed as our Executive Vice-President of Corporate Development. Mr. Smyth, also a shareholder of VoltH2, has over 17 years of business experience spanning financial services, investment banking, business leadership and operations in both developed and emerging markets. Since 2018 Mr. Smyth has been Managing Director Europe for the First Finance group of companies, developing and supporting the group’s private equity investments and projects including Evolution Terminals, a Netherlands-based developer of tank terminal and port infrastructure for the bulk storage and handling of clean and sustainable energy products. From 2015 to 2018, Mr. Smyth was a corporate advisor at Brandon Hill Capital.

Andrew Hidalgo, our former Chief Executive Officer, has been appointed as our Senior Vice-President. Mr. Hidalgo also resigned as a director. Also on November 8, 2021, the Company entered into a services agreement (the “Turquino Services Agreement”) with Turquino Equity LLC providing for payment of $25,000 per month for Mr. Hidalgo’s continued service to the Company and for Matthew Hidalgo’s continued services as Chief Financial Officer.

The foregoing summaries of the Purchase Agreement, Escrow Agreement, Pledge and Security Agreement, VoltH2 Services Agreement and Turquino Services Agreement are qualified in their entirety by the full text of such documents filed as exhibits to this report, and incorporated herein by reference.

2/4

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Form 8-K within 71 calendar days of the date on which this report is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Form 8-K within 71 calendar days of the date on which this report is required to be filed.

(d) Exhibits

Exhibit No.		Description
2.1		Stock Purchase Agreement, dated as of November 8, 2021
10.1		Escrow Agreement, dated as of November 8, 2021
10.2		Pledge and Security Agreement, dated as of November 8, 2021
10.3		Services Agreement originally entered into on December 2, 2020 as assigned and amended to date
10.4		Services Agreement with Turquino Equity LLC by VoltH2 B.V. and Volt Energy B.V., dated as of November 8, 2021
99.1		Press release issued by Vision Hydrogen Corporation on November 9, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3/4

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VISION HYDROGEN CORPORATION

Date: November 9, 2021	By:	/s/ Matthew Hidalgo
		Matthew Hidalgo
		Chief Financial Officer

4/4

Exhibit 2.1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of November 8, 2021 (the “Agreement”), among Vision Hydrogen Corporation, a Nevada corporation (“Vision”), VoltH2 Holdings AG, a Swiss corporation (“Volt”), First Finance Europe Limited a British Columbia corporation (“First Finance” or a “Seller”), Volt Energy B.V., a Dutch corporation (“Volt B.V.” or a “Seller”), and Charlwood Projects Ltd., a England & Wales corporation (“Charlwood” or a “Seller” and, together with Volt B.V., the “Affiliate Sellers” and together with First Finance and Volt B.V., the “Sellers”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Sellers own an aggregate of approximately 84.1% of the issued and outstanding common shares of Volt; and

WHEREAS, Vision desires to purchase common shares of Volt from each of the Sellers as indicated on Schedule A hereto and each Seller wishes to sell such common shares to Vision.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

Article I
SALE AND PURCHASE OF VOLT SHARES

1.1 Sale and Purchase of Shares. Upon the terms and subject to the conditions contained herein, at the Closing (as defined in Section 2.1), Vision shall purchase from each Seller, and each Seller shall sell, transfer, convey, assign and deliver to Vision, that number of common shares listed next to each Seller’s name on Schedule A hereto (the “Volt Shares”), free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholder agreements and other encumbrances (collectively, “Liens”).

1.2 Consideration for the Volt Shares. The purchase price for the Volt Shares shall be an aggregate amount equal to 8,409,091 shares of Vision’s common stock (the “Vision Shares”), allocated to each Seller as set forth on Schedule A hereto, with 6,590,909 of the Vision Shares (the “First Finance Shares”) delivered to First Finance at the Closing and 50,000 of the Vision Shares (the “Charlwood Shares” and, together with the First Finance Shares, the “Non-Affiliate Shares”) delivered to Charlwood at the Closing and the remaining 1,768,182 of the Vision Shares (the “Affiliate Shares”) delivered to VStock Transfer LLC, as escrow agent (the “Escrow Agent”), at the Closing. The Parties have agreed to value the Vision Shares at $4.00 per share for an agreed enterprise valuation of Volt of $40,000,000.

aRTICLE ii
CLOSING

2.1 Closing Date. The closing (the “Closing”) of the transactions contemplated by this Agreement (the “Transactions”) shall take place at the offices of Sichenzia Ross Ference LLP in New York, New York, commencing upon the satisfaction or waiver of all conditions and obligations of the Parties to consummate the Transactions contemplated hereby (other than conditions and obligations with respect to the actions that the respective Parties will take at Closing) or such other date and time as the Parties may mutually determine (the “Closing Date”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES of each seller

Each Seller individually (and not jointly) represents and warrants to Vision as follows:

3.1 Good Title. Seller is the record and beneficial owner, and has good and marketable title to the Volt Shares in their name, with the right and authority to sell and deliver the Volt Shares to Vision as provided herein. No physical stock certificates have been provided Seller with respect to the Volt Shares. Upon transfer of the Volt Shares and registering of Vision as the new owner of the Volt Shares in the share register of Volt, Vision will receive good title to such Volt Shares, free and clear of all Liens.

3.2 Power and Authority. All acts required to be taken by Seller to enter into this Agreement and to carry out the Transactions have been properly taken. This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, subject to bankruptcy, insolvency and similar laws of general applicability as to which Seller is subject.

3.3 No Conflicts. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder in accordance with the terms hereof: (i) will not require the consent of any third party or any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, in each case having jurisdiction over Seller (“Governmental Entity”) under any statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, judgments, or decrees (collectively, “Laws”); (ii) will not violate any Laws applicable to Seller; and (iii) will not violate or breach any contractual obligation to which Seller or Volt is a party.

3.4 No Finder’s Fee. Seller has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with the Transactions that Volt or Vision will be responsible for.

3.5 Purchase Entirely for Own Account. The Vision Shares proposed to be acquired by Seller hereunder will be acquired for investment for Seller’s own account, and not with a view to the resale or distribution of any part thereof, and Seller has no present intention of selling or otherwise distributing any of the Vision Shares, except in compliance with applicable securities laws.

3.6 Available Information. Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in Vision. Without limiting the generality of the foregoing, Seller has reviewed Vision’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subsequent filings made by Vision under the Exchange Act with the SEC.

3.7 Non-Registration. Seller understands that the Vision Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller’s representations as expressed herein.

3.8 Restricted Securities. Seller understands that the Vision Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by Seller pursuant hereto, the Vision Shares would be acquired in a transaction not involving a public offering. Seller further acknowledges that if the Vision Shares are issued to Seller in accordance with the provisions of this Agreement, such Vision Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. Seller represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Seller understands that Vision will be under no obligation to register for resale the Vision Shares.

3.9 Legends. Seller understands that the Vision Shares will bear the following legend or another legend that is similar to the following:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO VISION. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

and any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.10 Accredited Investor. Seller is an “accredited investor” within the meaning of Rule 501 under the Securities Act.

3.11 Knowledge. Seller is aware of Volt’s business affairs and financial condition and has reached an informed and knowledgeable decision to sell its Volt Shares.

3.12 Big Boy Representation. The Seller acknowledges and confirms: that Vision may have, and later may come into possession of, information with respect to Volt, its business affairs and financial condition, its immediate and long term prospects, its resources and ability to raise additional capital as well as its financing and opportunities generally, that is not known to Seller and that may, if known by Seller, be material to a decision to sell the Volt Shares to Vision; that Seller has determined to sell the Volt Shares notwithstanding its lack of knowledge of information that Vision may be in possession of or may later come into possession of Vision; and Vision shall have no liability to Seller or any other person or entity, and Seller waives and releases any claims that it might have against Vision or any other party that is based, in whole or in part, on any disparity in access to Volt, knowledge, information or beliefs, including, without limitation, under any foreign, federal or state securities laws, common law or statute, rule or regulation. Seller further acknowledges and agrees that even in the event of any recapitalization, financing, merger, infusion of cash or incurrence of indebtedness provided by or through Vision, the foregoing provisions shall bar any claim that Seller was deceived or fraudulently induced into proceeding with a sale of the Volt Shares. Seller has been made aware of such disparity of information, and has received satisfactory answers to any questions Seller has asked and desires to complete the sale of the Volt Shares contemplated under this Agreement. Vision has no duty, fiduciary or otherwise, to inform Seller of any information. Seller has acknowledged and does acknowledge that as a result of the foregoing possibilities or events, the value of the ownership of Volt represented by the Volt Shares will increase, in certain cases, potentially significantly, that Seller shall not participate in the appreciation in value of the Volt Shares, and shall have no claim or right to adjustment of the consideration paid for the Volt Shares, and neither Vision nor Volt has any obligation to provide Seller any other or further protection, consideration, value or notification.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF VOLT AND VOLT B.V.

Each of Volt and Volt B.V. individually represents and warrants to Vision as follows:

4.1 Organization, Standing and Power. Volt is duly incorporated or organized, validly existing and in good standing under the laws of Switzerland and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Volt, a material adverse effect on the ability of Volt to perform its obligations under this Agreement or on the ability of Volt to consummate the Transactions (a “Volt Material Adverse Effect”). Volt is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Volt Material Adverse Effect. Volt has delivered to Vision true and complete copies of an extract from the commercial register of the Canton of Zug and the articles of association of Volt, each as amended to the date of this Agreement (as so amended, the “Volt Charter Documents”).

4.2 Capital Structure. The authorized share capital of Volt consists of 1’100’000 registered common shares, CHF 0.10 par value, of which 1’100’000 shares are issued and outstanding. No physical stock certificates have been provided with respect to the Volt Shares. No other shares or other voting securities or capital stock of Volt (including, without limitation, any securities convertible into or exchangeable into common or preferred stock of Volt) are issued, reserved for issuance or outstanding. All outstanding shares of Volt are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, Volt Charter Documents or any Contract (as defined in Section 4.4(a)) to which Volt is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Volt having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Volt Shares may vote (“Voting Volt Debt”). Except as set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Volt is a party or by which Volt is bound (i) obligating Volt to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, Volt or any Voting Volt Debt, (ii) obligating Volt to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of Volt.

4.3 Authority; Execution and Delivery; Enforceability. Volt has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by Volt of this Agreement and the consummation by Volt of the Transactions have been duly authorized and approved by the Board of Directors of Volt and no other corporate proceedings on the part of Volt are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against Volt in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability as to which Volt is subject.

4.4 No Conflicts; Consents.

(a) The execution and delivery by Volt of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Volt under any provision of (i) Volt Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which Volt is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.4(b), any material judgment, order or decree (“Judgment”) or material Law applicable to Volt or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Volt Material Adverse Effect. Without limiting the generality of the foregoing, Volt consents to the sale by the Sellers of the Volt Shares to Vision.

(b) No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Volt in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

4.5 Taxes.

(c) Volt has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Volt Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Volt Material Adverse Effect. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of Volt know of no basis for any such claim.

(d) If applicable, Volt has established an adequate reserve reflected on its financial statements for all Taxes payable by Volt (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against Volt, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Volt Material Adverse Effect.

(e) For purposes of this Agreement:

“Taxes” includes all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

“Tax Return” means all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

4.6 Benefit Plans. Volt does not have or maintain any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, share ownership, share purchase, share option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Volt (collectively, “Volt Benefit Plans”). As of the date of this Agreement there are no severance or termination agreements or arrangements between Volt and any current or former employee, officer or director of Volt, nor does Volt have any general severance plan or policy.

4.7 Litigation. There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting Volt, or any of its properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility (“Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Transactions or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Volt Material Adverse Effect. Neither Volt nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

4.8 Compliance with Applicable Laws. Volt is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Volt under), nor has Volt received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or (iii) has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Volt Material Adverse Effect.

4.9 Brokers. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Volt.

4.10 Contracts. Except as disclosed in Schedule B, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Volt. Volt is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Volt Material Adverse Effect.

4.11 Title to Properties. Volt has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which Volt has leasehold interests, are free and clear of all Liens other than those Liens that, in the aggregate, do not and will not materially interfere with the ability of Volt to conduct business as currently conducted.

4.12 Insurance. Volt does not have any insurance policies in place.

4.13 Transactions With Affiliates and Employees. Except as set forth in the Schedule C, none of the officers or directors of Volt and, to the knowledge of Volt, none of the employees of Volt is presently a party to any transaction with Volt (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Volt, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

4.14 Application of Takeover Protections. Volt has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under Volt’s charter documents or the laws of its country, state or province of incorporation that is or could become applicable to Volt as a result of the Sellers and Volt fulfilling their obligations or exercising their rights under this Agreement.

4.15 No Additional Agreements. Volt does not have any agreement or understanding with the Sellers with respect to the Transactions other than as specified in this Agreement.

4.16 Investment Company. Volt is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.17 Absence of Certain Changes or Events. Except in connection with the Transactions, Volt has conducted its business only in the ordinary course, and during such period there has not been:

(f) any change in the assets, liabilities, financial condition or operating results of Volt, except changes in the ordinary course of business that have not caused, in the aggregate, a Volt Material Adverse Effect;

(g) any damage, destruction or loss, whether or not covered by insurance, that would have a Volt Material Adverse Effect;

(h) any waiver or compromise by Volt of a valuable right or of a material debt owed to it;

(i) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by Volt, except in the ordinary course of business and the satisfaction or discharge of which would not have a Volt Material Adverse Effect;

(j) any material change to a material Contract by which Volt or any of its assets is bound or subject;

(k) any mortgage, pledge, transfer of a security interest in, or lien, created by Volt, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and does not materially impair Volt’s ownership or use of such property or assets;

(l) any loans or guarantees made by Volt to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(m) any alteration of Volt’s method of accounting or the identity of its auditors;

(n) any declaration or payment of dividend or distribution of cash or other property to any shareholder or any purchase, redemption or agreements to purchase or redeem any shares of capital stock of Volt;

(o) any issuance of equity securities to any officer, director or affiliate; or

(p) any arrangement or commitment by Volt to do any of the things described in this Section.

4.18 Foreign Corrupt Practices. Neither Volt, nor, to Volt’s knowledge, any director, officer, agent, employee or other person acting on behalf of Volt has, in the course of its actions for, or on behalf of, Volt (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

4.19 Financial Statements; Financial Information. Volt’s consolidated financial statements for the period from inception on June 15, 2020 to December 31, 2020 (the “Audited Financial Statements”), and unaudited financial statements for any subsequent quarter (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”), when delivered by Volt at the Closing Date, fairly present, in all material respects, in conformity with U.S. GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of Volt as of the dates thereof and its results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Financial Statements are in accordance with the books and records of Volt. All necessary books of account and accounting records have been maintained by Volt, are in Volt’s possession and contain accurate information in accordance with generally accepted principles.

4.20 Environmental Matters. Volt (i) is in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) has received all permits licenses or other approvals required of it under applicable Environmental Laws to conduct its business; and (iii) is in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Volt Material Adverse Effect.

4.21. Office of Foreign Assets Control. Neither Volt nor any director, officer, agent, employee or affiliate of Volt is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

4.22 Money Laundering. The operations of Volt are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Volt with respect to the Money Laundering Laws is pending or, to the knowledge of the Affiliate Sellers, threatened.

4.23 Intellectual Property. Volt has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with its business (collectively, the “Intellectual Property Rights”). Volt has not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Volt has not received a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any person or entity. To the knowledge of the Affiliate Sellers, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. Volt has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Volt Material Adverse Effect.

4.24 Regulatory Permits. Volt’s current and future projects and business is subject to applications and successful certificates, authorizations, or permits issued by the appropriate federal, state, local or foreign regulatory authorities on a per project basis (“Permits”). The issuing and granting proceeding of such Permits is subject to the respective applicable law of each such project and there are no guarantees that a Permit is issued or granted for a specific project. Volt currently does not posses any Permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business.

Article v
REPRESENTATIONS AND WARRANTIES OF VISION

5.1 Organization, Standing and Power. Vision is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Vision, a material adverse effect on the ability of Vision to perform its obligations under this Agreement or on the ability of Vision to consummate the Transactions (a “Vision Material Adverse Effect”). Vision is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary and where the failure to so qualify would reasonably be expected to have a Vision Material Adverse Effect.

5.2 Authority; Execution and Delivery; Enforceability. The execution and delivery by Vision of this Agreement and the consummation by Vision of the Transactions have been duly authorized and approved by the Board of Directors of Vision and no other corporate proceedings on the part of Vision are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of Vision, enforceable against Vision in accordance with the terms hereof, subject to bankruptcy, insolvency and similar laws of general applicability as to which Vision is subject. The Vision Shares, upon issuance in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

5.3 No Conflicts; Consents.

(a) The execution and delivery by Vision of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Vision under, any provision of (i) the certificate of incorporation or bylaws of Vision, (ii) any material Contract to which Vision is a party or by which any of its properties or assets is bound or (iii) any material Judgment or material Law applicable to Vision or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Vision Material Adverse Effect.

(b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Vision in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than any filings that may be required under federal, state or foreign securities laws.

ARTICLE VI

DELIVERIES

6.1 Deliveries of the Sellers.

(a) Concurrently herewith the Sellers are delivering to Vision and Volt this Agreement executed by the Sellers.

(b) At or prior to the Closing, the Sellers shall deliver:

(i) to Vision, declaration of assignment regarding the Volt Shares as attached hereto as Exhibit A;

(ii) to Vision, this Agreement which shall constitute a duly executed share transfer power for transfer by Sellers of the Volt Shares to Vision (which Agreement shall constitute a limited power of attorney in Vision or any officer thereof to effectuate any share transfers as may be required under applicable law, including, without limitation, recording such transfer in the share registry maintained by Volt for such purpose); and

(iii) to Vision, the certificate required under Section 7.1(a);

(iv) to Vision a board resolution of Volt approving the share transfer to Vision and authorizing the board of directors to issue an updated share register evidencing Vision as shareholder of Volt as attached hereto as Exhibit B; and

(v) to Vision the updated share register of Volt evidencing Vision as shareholder of Volt as attached hereto as Exhibit C;

(i) to the Escrow Agent and to Vision, the escrow agreement substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), and to Vision, the pledge agreement substantially in the form attached hereto as Exhibit E (the “Pledge Agreement”), each executed by the Affiliate Sellers; and

(ii) such other documents as Vision may reasonably request.

6.2 Deliveries of Vision.

(a) Concurrently herewith, Vision is delivering to the Sellers and to Volt, a copy of this Agreement executed by Vision, and to the Escrow Agent and Affiliate Sellers, a copy of the Escrow Agreement executed Vision, and to the Affiliate Sellers, a copy of the Pledge Agreement executed by Vision.

(b) Within five business days after the Closing, Vision shall deliver to First Finance, a certificate representing the Non-Affiliate Shares, and to the Escrow Agent, certificates representing the Affiliate Shares.

6.3 Deliveries of Volt.

(a) Concurrently herewith, Volt is delivering to Vision and the Sellers this Agreement executed by Volt.

(b) At or prior to the Closing, Volt shall deliver to Vision:

(i) A certificate of good standing local equivalent dated within 5 business days of the Closing Date, certified by the commercial register of the Canton of Zug;

(ii) a certificate from Volt, signed by its Secretary certifying that the attached copies of Volt’s Charter Documents and resolutions of the Board of Directors of Volt approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect;

(iii) the certificate required under Section 7.2(a);

(iv) the Audited Financial Statements, audited by a PCAOB registered firm, and the Unaudited Financial Statements for any subsequent quarter; and

(v) such other documents as Vision may reasonably request.

ARTICLE VII

CONDITIONS TO CLOSING

7.1 Sellers and Volt Conditions Precedent. The obligations of the Sellers and Volt to enter into and complete the Closing is subject, at the option of the Sellers and Volt, to the fulfillment on or prior to the Closing Date of the following conditions.

(a) Representations and Covenants. The representations and warranties of Vision contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Vision shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Vision on or prior to the Closing Date. Vision shall have delivered to the Sellers and Volt, a certificate, dated the Closing Date, to the foregoing effect.

(b) Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of the Sellers or Volt, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of Vision.

(d) Reserved.

(e) Approvals. All of Volt’s shareholders and Vision’s Board of Directors shall have approved the Transactions, and, if applicable, all regulatory and third party approvals shall have been obtained.

7.2 Vision Conditions Precedent. The obligations of Vision to enter into and complete the Closing are subject, at the option of Vision, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Vision in writing.

(a) Representations and Covenants. The representations and warranties of the Sellers and Volt contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Sellers and Volt shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Sellers and Volt on or prior to the Closing Date. The Sellers and Volt shall have each delivered to Vision a certificate, dated the Closing Date, to the foregoing effect with respect to the respective obligations of each.

(b) Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body against Volt or the Sellers, or to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of Vision, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of Volt.

(c) No Material Adverse Change. There are no liabilities and there shall not have been any occurrence, event, incident, action, failure to act, or transaction which has had or is reasonably likely to cause a Volt Material Adverse Effect. Volt shall not enter into any material obligation outside the course of ordinary business or enter into any compensatory agreement without Vision’s prior written consent.

(d) Deliveries. The deliveries specified in Section 6.1 and Section 6.3 shall have been made by the Sellers and Volt, respectively.

(e) Satisfactory Completion of Due Diligence. Vision shall have completed its legal, accounting and business due diligence of Volt and the results thereof shall be satisfactory to Vision in its sole and absolute discretion.

(f) Cash on Hand. Volt shall provide proof to Vision of at least $250,000 cash on hand at the Closing Date.

(g) Approvals. All of Volt’s shareholders and Vision’s Board of Directors shall have approved the Transactions, and, if applicable, all regulatory and third party approvals shall have been obtained.

ARTICLE VIII
Covenants

8.1 Public Announcements. Vision, the Sellers, and Volt will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges, provided, that this Section will not limit the right of Vision to make any disclosure in any filing or other disclosure with or to the SEC or any other federal, state or foreign securities regulator, provided that a draft copy of such disclosure is provided to Volt in advance and Volt is given a reasonable opportunity to comment on such disclosure.

8.2 Fees and Expenses. All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated.

8.3 Continued Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Transactions, and (b) take such steps and do such acts as may be reasonably necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.

8.4 Exclusivity. Each of the Sellers and Volt shall not (and shall not cause or permit any of their affiliates to) engage in any discussions or negotiations with any person or take any action that would be inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. Each of the Sellers and Volt shall notify each other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

8.5 Filing of 8-K. Vision shall file, no later than four (4) business days of the Closing Date, a current report on Form 8-K with the SEC disclosing the material terms of this Agreement.

8.6 Access. Each Party shall permit representatives of any other Party to have such access to its premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to such Party as may be reasonably necessary to effectuate the Transactions.

8.7 Preservation of Business. From the date of this Agreement until the Closing Date, Volt shall operate only in the ordinary and usual course of business consistent with its past practices, and shall use reasonable commercial efforts to (a) preserve intact its business organization, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of its businesses, and (c) not permit any action or omission that would cause any of its representations or warranties contained herein to become inaccurate or any of its covenants to be breached in any material respect.

article ix
POST-CLOSING COVENANTS

9.1 Governance Changes. The officers of Vision as of the Closing Date shall consist of Andrew Hromyk, Co-Chief Executive Officer, Andre Jurres, Co-Chief Executive Officer, Andrew Hidalgo, Senior Vice President, Arron Smyth, Executive Vice-President of Corporate Development and Matthew Hidalgo, Chief Financial Officer. As of the Closing Date, Andre Jurres shall be appointed Managing Director of Volt. The Board of Directors of Vision as of the Closing Date shall consist of Andrew Hromyk, Andre Jurres, Mike Doyle, Charles Benton and Judd Brammah.

article x
INDEMNIFICATION

10.1 Survival of Representations and Warranties. The representations and warranties of Vision and Sellers contained in this Agreement or in any other certificate, writing or agreement delivered pursuant hereto or in connection herewith shall the survive the Closing Date for twelve (12) months, except (i) as to any matter as to which a claim has been submitted in writing to the other Party before such date and identified as a claim for indemnification pursuant to this Article X, (ii) as to any matter which is based successfully upon fraud with respect to which the cause of action shall expire only upon expiration of the applicable statute of limitations; (iii) those representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4 and 4.11, which shall survive forever, and Sections 4.5 and 4.20, which shall survive until the expiration of the applicable statute of limitations.

10.2 Obligations of Sellers. Each Seller shall, severally and not jointly, indemnify, defend and hold harmless Vision and its shareholders, directors, officers, employees, affiliates, agents, representatives and assigns, from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees and costs) (collectively, “Losses”) up to an amount not exceeding the Affiliate Shares, whereas the Affiliate Shares shall serve as the exclusive security for any Losses subject to and in accordance with the terms of the Securities Escrow Agreement, directly or indirectly, as a result of, in connection with, or based upon or arising from any of the following: (i) any inaccuracy in or breach or non-performance of any of the representations, warranties, covenants or agreements made by a Seller in this Agreement, provided however, that First Finance shall have no indemnification obligations under this Section 10.2(i) for inaccuracies, breaches or non-performance of any of the representations, warranties, covenants or agreements made by the Affiliate Sellers in Article IV; (ii) the failure of a Seller to perform fully any covenant, provision or agreement to be performed or observed by them pursuant to this Agreement; or (iii) any other matter as to which a Seller in other provisions of this Agreement have agreed to indemnify Vision. Seller shall reimburse the Indemnified Party promptly upon demand for any un-reimbursed payment made or Loss suffered by such Indemnified Party, as such payment is made or Loss suffered, in respect of any Loss, liability, judgment, claim or demand to which the foregoing indemnity relates. “Indemnified Party” means any party entitled to receive indemnification under this Agreement.

10.3 Obligations of Vision. Vision shall indemnify, defend and hold harmless each Seller and their respective shareholders, directors, officers, employees, affiliates, agents, representatives and assigns from and against any and all Losses, directly or indirectly, as a result of, in connection with, or based upon or arising from any of the following: (i) any inaccuracy in or breach or non-performance of any of the representations, warranties, covenants or agreements made by Vision in or pursuant to this Agreement; (ii) the failure of Vision to perform fully any covenant, provision or agreement to be performed or observed by it pursuant to this Agreement; or (iii) any other matter as to which Vision in other provisions of this Agreement has agreed to indemnify Sellers. Vision shall reimburse the Indemnified Party promptly upon demand for any unreimbursed payment made or Loss suffered by the Indemnified Party at any time after the Closing Date in respect of any Loss to which the foregoing indemnity relates.

10.4 Notice of Loss. The Indemnified Party with respect to any Loss shall give prompt notice thereof to the Indemnifying Party.

10.5 Defense. In the event any third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability to an Indemnified Party in respect of matters embraced by the indemnity under this Agreement, or in the event that a potential Loss, damage or expense comes to the attention of any Party in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice or becoming aware of such event shall promptly notify the other Party in writing of the demand, claim or lawsuit. Within ten days after written notice by the Indemnified Party (the “Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and expense, to retain counsel for the Indemnified Party to defend any such demand, claim or lawsuit; provided that counsel who will conduct the defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to participate in the defense of any suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, however, if (i) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and the Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time; then, the Indemnified Party shall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in the defense of any such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or in addition to those which have been asserted by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such demand, claim or lawsuit on behalf of such Indemnified Party and will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. In the event that the Indemnifying Party shall fail to respond within ten days after receipt of the Notice, the Indemnified Party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. Failure to provide Notice shall not limit the rights of such party to indemnification, except to the extent the Indemnifying Party’s defense of the action is actually prejudiced by such failure.

10.6 Notice by the Parties. Each Party agrees to notify the other of any liabilities, claims or misrepresentations, breaches or other matters covered by this Article X upon discovery or receipt of notice thereof.

10.7 Not Exclusive Remedy. Nothing in this Article X shall be deemed to preclude or otherwise limit in any way either Party’s exercise of its other rights or pursuit of other remedies specified in this Agreement.

10.8 Survival. This Article X shall survive the Closing and shall remain in effect indefinitely. Any matter as to which a claim has been asserted by notice to the other Party that is pending or unresolved at the end of any applicable limitation period set forth in Section 10.1 shall continue to be covered by this Article X notwithstanding any applicable statute of limitations (which the Parties hereby waive) until such matter is finally terminated or otherwise resolved by the Parties or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid.

ARTICLE xi
MISCELLANEOUS

11. 1 Payment of Sales, Use or Similar Taxes. All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by Seller.

11.2 Expenses. Except as otherwise provided in this Agreement, Sellers, Volt and Vision shall each bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, it being understood that in no event shall Volt bear any of such costs and expenses.

11.3 Specific Performance. Each Seller acknowledges and agrees that the breach of this Agreement would cause irreparable damage to Vision and that Vision will not have an adequate remedy at law. Therefore, the obligations of a Seller under this Agreement, including, without limitation, such Seller’s obligation to sell its Volt Shares to Vision, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.

11.4 Further Assurances. Sellers, Volt and Vision each agree to execute and deliver such other documents or agreements and to take such other action as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

11.5 Submission to Jurisdiction; Consent to Service of Process; Attorney’s Fees.

(a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 11.9.

(c) If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

11.6 Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, and Exhibits to this Agreement), constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by each of the Parties. By an instrument in writing, each Party may waive compliance by the other with any term or provision of this Agreement that such other Party was or is obligated to comply with or perform. No waiver by a party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

11.7 Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of New York without application of or reference to its choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York. Except as otherwise specifically provided for herein, the parties agree that in the event any litigation, arbitration, or other proceeding is brought for the interpretation or enforcement of the Agreement, or because of an alleged dispute, default, misrepresentation, or breach in connection with any of the provisions of the Agreement, each party shall bear its own attorneys’ fees, costs, and expenses; provided, however, that, the prevailing party shall be reimbursed of any and all reasonable attorneys’ fees, costs and expenses incurred in any such proceeding.

11.8 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.9 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (d) on the third (3rd) business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.9):

Vision:

Vision Hydrogen Corporation

95 Christopher Columbus Drive, 16th Floor

Jersey City, NJ 07302

Email: andy.hidalgo@visionh2.com

Attention: Andrew Hidalgo, CEO

with copy to (which copy shall not constitute Notice hereunder):

Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 31^st Floor
New York, New York 10036
Email: mross@srf.law
Attention: Marc J. Ross, Esq.

	Volt:		VoltH2 Holdings AG c/o Vision Hydrogen Corporation 95 Christopher Columbus Drive, 16th Floor Jersey City, NJ 07302 Email:andy.hidalgo@visionh2.com Attention: Andrew Hidalgo

	Sellers:		First Finance Europe Limited 20-22 20-22 Wenlock Road London, N1 7GU Email: _________ Attention: ___________ Volt Energy B.V. President Kennedystraat 1 6269 CA Margraten Netherlands The Netherlands Email: andre.jurres@voltenergy.eu Attention: Andre Jurres Charlwood Projects Ltd. c/o Brayne, Williams & Barnard Limited Rosemount House, Rosemount Avenue West Byfleet, Surrey KT14 6LB England Email: as@charlwoodprojects.com Attention: Arron Smyth

			*with copy to (which copy shall not constitute Notice hereunder)*: Levi Laurenti Anwaltskanzlei Notariat Neuhofstrasse 19a, 6340 Baar Switzerland Email: law@levilaurenti.com Attention: Alessandro Levi Laurenti

11.10 Agreement as to 2020 Share Purchase Agreement. Each of Volt and Volt B.V. agree that Section 7 of the Share Purchase Agreement between Volt and Volt B.V. dated August 12, 2020 shall be null and void at the Closing.

11.11 Severability. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect.

11.12 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by Seller or Vision (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void. Upon any such permitted assignment, the references in this Agreement to Vision shall also apply to any such assignee unless the context otherwise requires. Notwithstanding any other provision in this Agreement, First Finance may assign (without further recourse to First Finance) all of its rights and obligations under this Agreement, on a pro rata basis, to a third party or parties prior to the Closing Date with a concurrent assignment of some or all of the Volt Shares registered in its name PROVIDED THAT such assignee or assignees agree to be bound by the terms of this Agreement in respect of the Volt Shares transferred to them.

11.13 Counterparts; Electronic Signature. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

[intentionally blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

Vision:		Sellers:

VISION HYDROGEN CORPORATION, a Nevada corporation		FIRST FINANCE EUROPE LIMITED, a United Kingdom corporation

By:	/s/ Andrew Hidalgo	By:	/s/ Andrew Hromyk
Name:	Andrew Hidalgo	Name:	Andrew Hromyk
Title:	Chief Executive Officer	Title:	Director

Volt:	VOLT ENERGY B.V., a Dutch corporation

VoltH2 Holdings AG, a Swiss corporation

By:	By:	/s/ Andre Jurres
Name:	Name:	Andre Jurres
Title:	Title:	Managing Director

	CHARLWOOD PROJECTS LTD., a England & Wales corporation

	By:	/s/ Arron Smyth
	Name:	Arron Smyth
	Title:	Managing Director

For purposes of Article IV only:

VOLT ENERGY B.V., a Dutch corporation

By:	/s/ Andre Jurres
Name:	Andre Jurres
Title:	Managing Director


CHARLWOOD PROJECTS LTD., a England & Wales corporation

By:	/s/ Arron Smyth
Name:	Arron Smyth
Title:	Managing Director

Schedule A

Schedule of Sellers

Seller	Volt Shares		Vision Shares		Delivery at Closing
Volt Energy B.V.		194,500		1,768,182	To Escrow Agent
Charlwood Projects Ltd.		5,500		50,000	To Seller
First Finance Europe Limited		725,000		6,590,909	To Seller
Total		925,000		8,409,091

Schedule B

Schedule of Material Contracts

Framework Contract – Development of Power to Gas Installations.

Between VoltH2 Operating BV and Sweco Belgium BV

Dated 1^st March 2021

Office Lease for Head Offices in Bergen op Zoom, Pakhuisstraat 2, 4611 HG

Between VoltH2 Operating BV and Dhr A.F.M Nuijten; Dhr F.J.M Nuijten and Dhr C.M.E.M Nuijten.

Dated 7^th June 2021.

Memorandum of Understanding – Use of 30,000 m2 of Land in Vlissingen, The Netherlands.

Between VoltH2 Vlissingen BV and North Sea Port Netherlands NV

Dated 30^th June 2020

Memorandum of Understanding – Use of 30,000 m2 of Land in Terneuzen, The Netherlands.

Between VoltH2 Terneuzen BV and North Sea Port Netherlands NV

Dated 3^rd March 2021

Memorandum of Understanding – Joint Development of Project Site in Terneuzen.

Between VoltH2 Terneuzen BV and EOLY Energy Belgium.

Dated 9^th April 2021

Memorandum of Understanding – Joint Feasibility Study of Project Site at EPZ Nuclear Power Plant in Zeeland, the Netherlands.

Between VoltH2 Operating BV and EPZ N.V.

Dated 30^th September 2021

Schedule C

Transactions With Affiliates and Employees

●

VoltH2 Operating BV has an IT Services Agreement with Eshgro BV. Andre Jurres is an Independent Non Executive Board Member of Eshgro BV since 2017.

Exhibit 10.1

SECURITIES ESCROW AGREEMENT

This SECURITIES ESCROW AGREEMENT (this “Agreement”) made as of the 8 day of November 2021, by and among Vision Hydrogen Corporation (the “Company”) whose address is 95 Christopher Columbus Drive, 16^th Floor, Jersey City, NJ 07302, Volt Energy B.V. (the “Shareholder” and together with the Company, the “Parties”), whose address is President Kennedystraat 1, 6269 CA Margraten, The Netherlands, and VStock Transfer, LLC (the “Escrow Agent”) whose address is 18 Lafayette Place, Woodmere, NY 11598.

WITNESSETH:

WHEREAS, the Parties entered into that certain stock purchase agreement dated November 8, 2021 (the “Purchase Agreement”) pursuant to which, among other things, the Company purchased from the Shareholder 194,500 common shares of VoltH2 Holdings AG for consideration consisting of 1,768,182 shares of the Company’s common stock, par value $0.0001 (the “Securities”); and

WHEREAS, the Purchase Agreement provides that Shareholders will indemnify the Company and its shareholders, directors, officers, employees, affiliates, agents, representatives and assigns, from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees and costs) (collectively, “Losses”), upon the terms and subject to the conditions provided in the Purchase Agreement, and the Securities shall be placed in escrow pursuant to the terms and subject to the conditions of this Agreement; and

WHEREAS, Sections 1.2 and 6.2 of the Purchase Agreement provide that, at the closing of the transactions contemplated by the Purchase Agreement, the Securities shall be delivered to Escrow Agent; and

WHEREAS, the Parties have agreed to appoint Escrow Agent to hold the Securities in escrow, and Escrow Agent agrees to hold and distribute the Securities, in accordance with the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Designation of Escrow Agent. The Company and the Shareholder, in consideration for the Escrow Agent’s agreement to perform the duties of an escrow agent (a nondiscretionary agent) under this Agreement, hereby designate the Escrow Agent as an escrow agent and Escrow Agent hereby agrees to act as escrow agent as herein established. The Escrow Agent, as escrow agent but not as trustee or fiduciary in any respect, shall take, hold and distribute the Securities in accordance with the terms of this Agreement and shall hold the Securities as escrow agent. However, the Escrow Agent shall not be liable for any act, omission or determination made in connection with this Agreement except for its intentional misconduct. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for any losses arising from its compliance with written or oral directions and shall be fully protected in acting upon any instrument, certificate or paper believed by it to be genuine and to be signed or presented by the proper person or persons and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing, but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

2. Securities. The Escrow Agent is responsible for safekeeping the Securities which are delivered into its possession by the Company or its agent. The Escrow Agent will not be responsible for the computation and collection of any interest, dividends, or other proceeds or certificates due or issuable upon a reorganization of the Company with respect to the Securities. Without limiting the foregoing, the Company and the Shareholder hereby acknowledge that the Escrow Agent will act solely as escrow agent and is not under any duty to supervise the marketability of the Securities or to advise or make recommendations with respect to such.

3. Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

3.1 Procedure with Respect to Indemnification Claims.

(a) Claim. If, at any time and from time to time from the date hereof until November 8, 2024 (the “Claims Period”), Company desires to make a claim against the Securities pursuant to Article X of the Purchase Agreement (each, a “Claim”), Company shall deliver a written notice of the Claim (a “Claims Notice”) to Escrow Agent, with a copy to Shareholders, substantially in the form attached hereto as Annex I specifying the nature of the Claim, the estimated amount of damages to which Company believes it is or may be entitled to under the Purchase Agreement (the “Claimed Amount”) and instructions to cancel certain of the Securities.

(b) Response by the Shareholder. Within thirty (30) calendar days after receipt by Escrow Agent of any Claims Notice (“Response Period”), Shareholders shall, with respect to such Claims Notice, by notice to Company and Escrow Agent (a “Response Notice”) substantially in the form attached hereto as Annex II, either (i) concede liability for the Claimed Amount in whole, or (ii) deny liability for the Claimed Amount in whole or in part (it being understood that any portion of the Claimed Amount for which Shareholders has not denied liability shall be deemed to have been conceded). If Shareholders denies liability in whole or in part, such Response Notice shall be accompanied by a reasonably detailed description of the basis for such denial. The amount of the liability for which Shareholders have conceded liability shall be rounded down to the nearest multiple of $4.00. Such amount is referred to herein as the “Conceded Amount.” If Shareholders have conceded liability for any portion of the Claimed Amount, Shareholders and Company, by joint notice substantially in the form attached hereto as Annex III, shall instruct Escrow Agent to promptly cancel and return to treasury such Securities representing the Conceded Amount (such joint notice, the “Conceded Amount Notice”); provided, however, that if Shareholders fails to deliver a Response Notice within the thirty (30) calendar day period, Shareholders shall be deemed to have conceded the Claimed Amount in full (the “Deemed Concession”) (and the Claimed Amount in full of such Deemed Concession shall constitute a Conceded Amount).

(i) If Shareholders have denied liability for, or otherwise dispute, the Claimed Amount, in whole or in part, Shareholders and Company, on behalf of the applicable Claimant, shall attempt to resolve such dispute within thirty (30) calendar days. If the Parties resolve such dispute, they shall deliver to Escrow Agent a Conceded Amount Notice signed by each of them. Such Conceded Amount Notice shall instruct Escrow Agent to cancel and return to treasury such Securities representing the Conceded Amount, if any, of Securities agreed to by the Parties in settlement of such dispute.

(ii) If the Parties fail to resolve such dispute within thirty (30) calendar days after receipt by Escrow Agent of the Response Notice corresponding to such dispute, the issue of liability for any such dispute with respect to Claims made pursuant to Article X of the Purchase Agreement shall be submitted to arbitration for the purposes of obtaining a final, conclusive and binding decision (the “Final Decision”). Such Final Decision shall contain the amount, if any, of the Party’s liability for the Claimed Amount as finally determined by such arbitration (the “Ordered Amount”). The arbitration shall be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. The arbitration shall be conducted before a panel of three (3) arbitrators, with one arbitrator to be selected by each of the Parties and the third arbitrator to be selected by the arbitrators selected by the Parties. The Parties agree to be (A) subject to the jurisdiction and venue of the arbitration in New York, New York and (B) bound by the decision of the arbitrator as the final decision with respect to the dispute.

(d) Payment of Claims. (1) Escrow Agent promptly shall transfer to the Company Securities at a deemed price of $4.00 per share in accordance with Exhibit I and /or Exhibit III as appropriate no later than the third (3rd) business day following the determination of a Payment Event (as such term is defined below): (i) following any concession of liability by Shareholders, in whole or in part, the Conceded Amount as set forth in the Conceded Amount Notice; (ii) following any Deemed Concession of liability by Shareholders, the Conceded Amount; or (iii) following receipt by Escrow Agent of any Final Decision, the Ordered Amount (collectively, clauses (i), (ii), (iii), the “Payment Events”). The Securities to be cancelled shall be selected from the shares owned by each Shareholder on a pari passu basis, except that if an odd number of shares is to be cancelled in respect of the first Payment Event the Escrow Agent shall select by lot the Shareholder from whose holdings the odd lot share shall be selected, and thereafter if an odd number of shares is to be cancelled in respect of any other Payment Event the Escrow Agent shall make up the odd lot from the holdings of the Shareholder who on the last Payment Event was not liable for the odd lot.

(2) Upon the occurrence of a Payment Event, in the event that Escrow Agent must cancel and return to treasury Securities, Escrow Agent shall cancel and return to treasury the Securities; and retain the balance of the Securities registered to Shareholders less the shares of the Conceded Amount, or Ordered Amount, as applicable, relating to such Payment Event, to be held in escrow in accordance with the terms set forth herein.

3.2 Disbursements.

(a) If no Claims Notice has been submitted by May 9, 2022, the Escrow Agent shall commence releasing from the Securities to each Shareholder the number of shares set forth below on the dates set forth below:

		May 8, 2022				November 8, 2022				May 8, 2023				November 8, 2023				May 8, 2024				November 8, 2024
Volt Energy B.V.			88,409				132,614				221,023				353,636				442,045				530,455

Notwithstanding the foregoing, upon receipt of a Claims Notice, the Escrow Agent shall cease releasing any additional Securities until the earlier of termination of this Escrow Agreement pursuant to Section 8 hereof or joint written notice from the Parties.

If the Company has delivered a Claims Notice to the Escrow Agent, then, upon the earlier of termination of this Escrow Agreement pursuant to Section 8 hereof or joint written notice from the Parties,Escrow Agent shall release from the Securities to Shareholders, any portion of the Securities then remaining less the aggregate Claimed Amount for all then outstanding claims for any Losses (“Outstanding Claims”) pursuant to Section X of the Purchase Agreement asserted within the Claims Period.

(d) In the event that the Parties jointly instruct Escrow Agent to disburse the Securities to any party, Escrow Agent shall comply with such instructions, any provision herein to the contrary notwithstanding.

3.3 The Escrow Agent shall not be responsible for the performance by the Company or the Shareholder of any of their respective obligations pursuant to any agreement between such the Company and the Shareholder.

3.4 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Securities which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Securities, or a portion thereof, pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise.

3.5 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.

3.6 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Securities or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Securities or any part thereof.

3.7 Without limiting the generality of the foregoing, the Escrow Agent shall not be under any obligation to defend any legal action or engage in any legal proceeding with respect to the Securities.

4. Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Company and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Company and the Shareholder specifying a date when such resignation shall take effect and upon delivery of the Securities to the successor escrow agent designated by the Company and the Shareholder in writing. Such successor escrow agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. The Escrow Agent shall continue to serve until its successor accepts the Securities. The Company and the Shareholder shall have the right at any time to jointly remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Securities as set forth in this Section 4, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 4 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Company for any expenses incurred in connection with its resignation, transfer of the Securities to a successor Escrow Agent.

5. Representations and Warranties. The Company and the Shareholder hereby represent and warrant to the Escrow Agent that:

5.1 No party other than the parties hereto has, or shall have, any lien, claim or security interest in the Securities or any part thereof.

5.2 No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Securities or any part thereof.

6. Fees and Expenses. The Escrow Agent shall be entitled to payment of an initial set-up fee of Two Thousand Five Hundred ($2,500.00) Dollars and an additional One Hundred ($100.00) Dollars per month and applicable processing fees in connection with delivery and or cancellation of the Securities in accordance with this Agreement. In addition, the Company agrees to reimburse the Escrow Agent for any reasonable expenses incurred in connection with this Agreement, including, but not limited to, reasonable counsel fees.

7. Indemnification and Contribution.

7.1 The Company (the “Indemnitor”) agrees to indemnify the Escrow Agent and its officers, directors, employees, agents and shareholders (collectively referred to as the “Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitees.

7.2 If the indemnification provided for in Section 7.1 is applicable, but for any reason is held to be unavailable, the Indemnitor shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitor.

7.3 The provisions of this Article 7 shall survive any termination of this Agreement, whether by disbursement of the Securities, resignation of the Escrow Agent or otherwise.

8. Termination of Agreement. This Agreement shall terminate on November 8, 2024, provided that the rights of the Escrow Agent and the obligations of the other parties hereto under Section 7 shall survive the termination hereof and the resignation or removal of the Escrow Agent.

9. Governing Law and Assignment. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof, (other than Section 5-1401 of the General Obligations Law of the State of New York) and shall be binding, upon the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Securities shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer.

10. Notices. All notices required to be given in connection with this Agreement shall be sent by email, or by registered or certified mail, return receipt requested, or by hand delivery with receipt acknowledged, or by the Express Mail service offered by the United States Postal Service, and addressed to the addresses set forth below.

Vision Hydrogen Corporation

95 Christopher Columbus Drive, 16^th Floor

Jersey City, NJ 07302

Attention: Andrew Hidalgo

Email: andy.hidalgo@visionh2.com

Volt Energy B.V.

President Kennedystraat 1

6269 CA Margraten

The Netherlands

Email: andre.jurres@voltenergy.eu

Attention: Andre Jurres

VStock Transfer, LLC

18 Lafayette Place

Woodmere, NY 11598

Attention: Yoel Goldfeder

Email: info@vstocktransfer.com

11. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

12. Execution in Several Counterparts. This Agreement may be executed in several counterparts or by separate instruments and by facsimile transmission, and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

	VSTOCK TRANSFER, LLC

	By:
	Name:
	Title:

	Vision Hydrogen Corporation

	By:	/s/ Andrew Hidalgo
	Name:	Andrew Hidalgo
	Title:	Chief Executive Officer

	VOLT ENERGY B.V.

	By:	/s/ Andre Jurres
	Name:	Andre Jurres
	Title:	Managing Director

Annex I

CLAIMS NOTICE

VStock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

Attention:

Ladies and Gentlemen:

The undersigned, pursuant to Section 3.1(a) of the Escrow Agreement, dated as of November 8, 2021, by and among Vision Hydrogen Corporation (the “Company”), Volt Energy B.V. (the “Shareholder”) and VStock Transfer LLC, as escrow agent (“Escrow Agent”) (the “Escrow Agreement”) (terms defined in the Escrow Agreement have the same meanings when used herein), hereby certifies that Company is or may be entitled to indemnification pursuant to Article X of the Purchase Agreement in an amount equal to $_______ (the “Claimed Amount”), which is payable out of the Securities at a per share value of $4.00. Company further certifies that the nature of the Claim is as follows: [__________].

Unless you receive a timely Response Notice (as defined in the Escrow Agreement) from the Shareholder in accordance with the Escrow Agreement, you are hereby instructed to cancel and return to treasury [_____________] of the Securities, which is such number of shares as is equal to the quotient of the Claimed Amount divided by $4.00.

Dated: _______, 202__.

Vision Hydrogen Corporation

By:
Name:
Title:

cc:	Volt Energy B.V.

Annex II

RESPONSE NOTICE

VStock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

Attention:

Ladies and Gentlemen:

The undersigned (“Shareholders”), pursuant to Section 3.1(b) of the Escrow Agreement, dated as of November 8, 2021 by and among the Shareholder, Vision Hydrogen Corporation (“Company”), and VStock Transfer LLC, as escrow agent (the “Escrow Agent”) (the “Escrow Agreement”) (terms defined in the Escrow Agreement have the same meanings when used herein), hereby:

(a) concedes liability [in whole for] [in part in respect of $____ of] the Claimed Amount (the “Conceded Amount”), referred to in the Claims Notice dated ________, 202__ pursuant to Article X of the Purchase Agreement; [and] [or]

(b) denies liability [in whole for] [in part in respect of $____ of] the Claimed Amount referred to in the Claims Notice dated _________, 202__ pursuant to Article X of the Purchase Agreement.

Attached hereto is a description of the basis for the foregoing.

Dated: _______, 202__.

Volt Energy B.V.

By:
Name:
Title:

cc:	Vision Hydrogen Corporation

Annex III

CONCEDED AMOUNT NOTICE

VStock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

Attention:

Ladies and Gentlemen:

The undersigned, pursuant to Section 3.1[(b) or (c)] of the Escrow Agreement, dated as of November 8, 2021, by and among Vision Hydrogen Corporation (“Company”), Volt Energy B.V. (the “Shareholder”) and VStock Transfer LLC, as escrow agent (the “Escrow Agent”) (the “Escrow Agreement”) (terms defined in the Escrow Agreement have the same meanings when used herein), hereby jointly:

(a) certify that [a portion of] the Claimed Amount with respect to the matter described in the attached in the amount of $[________] (the “Conceded Amount”) is owed to [________]; and

(b) instruct you to promptly cancel and return to treasury such number of shares as is equal to the quotient of the Conceded Amount divided by $4.00 as soon as practicable following your receipt of this notice and, in any event, no later than five (5) business days following the date hereof.

Dated: _______, 202___

Vision Hydrogen Corporation

By:
Name:
Title:

Volt Energy B.V.

By:
Name:
Title:

Exhibit 10.2

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of November 8, 2021, between Volt Energy B.V. (“Volt B.V.” or a “Pledgor”) and Vision Hydrogen Corporation, a Nevada corporation with a mailing address of 95 Christopher Columbus Drive, 16^th Floor, Jersey City, NJ 07302 (“Vision”).

W I T N E S S E T H :

WHEREAS, on the date hereof, Pledgor sold to Vision an aggregate of 194,500 common shares (the “Volt Shares”) of VoltH2 Holdings AG (“Volt Holdings”), pursuant to a stock purchase agreement dated as of November 8, 2021 (the “Purchase Agreement”) by and among Vision, Volt Holdings, Pledgor, Charlwood Projects Ltd. and First Finance Europe Limited;

WHEREAS, the Volt Shares were sold for consideration consisting of an aggregate of 1,768,182 shares of common stock of Vision (the “Pledged Shares”);

WHEREAS, Pledgor has agreed to place the Pledged Shares in escrow to secure its indemnification obligations (the “Indemnity Obligations”) under the Purchase Agreement pursuant to an escrow agreement (the “Escrow Agreement”) dated as of November 8, 2021 by and among Pledgor, Vision and VStock Transfer LLC as escrow agent (the “Escrow Agent”);

WHEREAS, Pledgor has agreed to grant to Vision under this Agreement a continuing security interest in all of the Pledged Shares to secure Pledgor’s Indemnity Obligations.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by Pledgor, and as a condition to Vision’s entry into and consummation of the Purchase Agreement, Pledgor hereby agrees with Vision as follows:

ARTICLE I - DEFINITIONS

SECTION 1.1. Certain Terms. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Distributions” means all stock dividends, liquidating dividends, shares of stock resulting from stock splits, reclassifications, warrants, options, non-cash dividends and other distributions (whether similar or dissimilar to the foregoing) on or with respect to any of the Pledged Shares or other shares of capital stock constituting Pledged Shares, but shall not mean Dividends.

“Dividends” means cash dividends and cash distributions with respect to any of the Pledged Shares.

“Indemnity Escrow Fund” means the Pledged Shares and all proceeds therefrom, together with all income earned thereon.

“Lien” means any mortgage, pledge, hypothecation, assignment, security interest, deposit arrangement, encumbrance (including, without limitation, any easement, right of way, zoning restriction and the like), lien (statutory or other) or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (as hereinafter defined) or comparable law of any jurisdiction).

“Person” means any natural person, corporation, firm, association, partnership, joint venture, joint-stock company, trust, unincorporated organization, government, governmental agency or subdivision, or any other entity, whether acting in an individual, fiduciary or other capacity.

“UCC” means the Uniform Commercial Code as in effect in the State of New York or in the District of Columbia, as appropriate.

SECTION 1.2. UCC Definitions. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Agreement, including its preamble and recitals, with such meanings.

ARTICLE II - PLEDGE

SECTION 2.1. Grant of Security Interest. Pledgor hereby pledges, assigns, charges, mortgages, delivers and transfers to Vision, and hereby grants to Vision, for the benefit of Vision, a continuing security interest in, all of Pledgor’s right, title and interest in and to the Pledged Shares owned by it and all Dividends, Distributions, interest and other payments and rights with respect to the Pledged Shares owned by it and all proceeds of any of the foregoing.

SECTION 2.2. Security for Performance of the Indemnity Obligations. This Agreement secures the performance by Pledgor of Pledgor’s Indemnity Obligations.

SECTION 2.3. Delivery of Pledged Shares; Registration of Pledge, Transfer, etc. Prior to the release of any of the Pledged Shares to the Pledgor pursuant to the Escrow Agreement in accordance with its terms, all certificates representing or evidencing any of the Pledged Shares, shall be held by the Escrow Agent, pursuant to the Escrow Agreement. Upon the occurrence of an event giving rise to a right of indemnification under the Purchase Agreement (each, an “Indemnification Event”), the Escrow Agent shall make distributions from the Indemnity Escrow Fund to Vision upon receiving a written distribution request specifying the amount that is to be distributed to Vision from the Indemnity Escrow Fund, as further set out in the Escrow Agreement.

SECTION 2.4. Dividends and Distributions on the Pledged Shares. Any cash dividends shall be distributed directly by Vision to the Pledgor. In the event that any Distributions are to be paid on the Pledged Shares at a time when no Indemnification Event has occurred, such stock Distributions shall be deemed and treated as an integral part of the Pledged Shares and Indemnity Escrow Fund (and included within the definition of Pledged Shares and Indemnity Escrow Fund set forth hereinabove) and shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement in the same manner as the shares of stock originally deposited thereunder.

SECTION 2.5. No Duty on Vision. The powers conferred on Vision hereunder are solely to protect Vision’s interest in the Pledged Shares and shall not impose any duty upon Vision to exercise any such powers beyond those imposed by Part 6 of Article 9 of the UCC (including the duty to act in a commercially reasonable manner). Except for the safe custody of the Pledged Shares, and the accounting for moneys actually received by Vision hereunder, Vision shall have no duty as to any Pledged Shares or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Shares or to maximize the value of the Pledged Shares.

SECTION 2.6. Continuing Security Interest; Transfer of Rights; Termination of Security Interest. This Agreement shall:

(a)

create a continuing security interest in the Pledged Shares;a

(b)

remain in full force and effect until termination of the Escrow Agreement in accordance with its terms;b

(c)

be binding upon Pledgor, and Pledgor’s successors and assigns; provided that Pledgor may not assign any of Pledgor’s rights or obligations hereunder without the prior written consent of Vision, which consent may be withheld by Vision, in Vision’s sole and absolute discretion; andc

(d)

inure to the benefit of Vision and Vision’s successors, transferees and assigns.d

Without limiting the foregoing, Vision may assign or otherwise transfer any and/or all of Vision’s rights in this Agreement or the Purchase Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein.

Upon the release of any of the Pledged Shares to the Pledgor pursuant to the Escrow Agreement in accordance with its terms, the security interest granted herein as to such released Pledged Shares shall terminate and all rights to such released Pledged Shares shall revert to the applicable Pledgor. Upon termination of the Escrow Agreement, the security interest granted herein as to any unreleased Pledged Shares shall terminate and all rights to any unreleased Pledged Shares shall revert to the applicable Pledgor.

Upon any such release or termination, Vision shall, at the applicable Pledgor’s sole cost and expense, deliver to the extent in Vision’s possession, all certificates and instruments representing or evidencing the applicable Pledged Shares, together with the applicable Pledged Shares held by Vision hereunder, and execute and deliver to Pledgor, at Pledgor’s sole cost and expense, such documents as Pledgor shall reasonably request to evidence such termination and release.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

SECTION 3.1. Warranties, etc. Pledgor represents and warrants to Vision that as of the date hereof:

(a)

Pledgor has all requisite power and authority to execute and deliver and perform Pledgor’s obligations under this Agreement and to pledge the Pledged Shares hereunder.a

(b)

The execution, delivery and performance of this Agreement by Pledgor, and the pledge of the Pledged Shares hereunder, do not and will not conflict with, result in any violation of, or constitute any default under any provision of any contractual obligation of Pledgor or any law or government regulation or court decree or order and will not result in or require the creation or imposition of any Lien on any of Pledgor’s properties pursuant to the terms or provisions of any contractual obligation. This Agreement is the legal, valid and binding obligation of Pledgor enforceable in accordance with its terms subject to the effect of:b

(i)

any applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally; andi

(ii)

general principles of equity (regardless of whether considered in a proceeding in equity or at law).ii

(c)

Pledgor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign) all Pledged Shares, free and clear of all Liens or other charges or encumbrances, except any Lien or security interest granted pursuant hereto in favor of Vision or acknowledged and approved in writing by Vision.

(d)

The delivery of the Pledged Shares to Vision, together with stock powers endorsed in blank in respect of the Pledged Shares, shall be effective to create a valid, perfected, first priority security interest (or such other priority as Vision may deem acceptable) in such Pledged Shares and all proceeds thereof, securing the Indemnity Obligations, and no filing or other action shall be necessary to perfect or protect such security interest.

(e)

No authorization, approval, or other action by, and no notice to or filing with, any governmental authority is required either

(x)

for the pledge by Pledgor of any Pledged Shares pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by Pledgor, or

(y)

for the exercise by Vision of the voting or other rights provided for in this Agreement, or (except, with respect to any of the Pledged Shares, as may be required in connection with a disposition of such Pledged Shares by laws affecting the offering and sale of securities generally) the remedies in respect of the Pledged Shares pursuant to this Agreement.

ARTICLE IV - COVENANTS

SECTION 4.1. Protect Pledged Shares; Further Assurances, etc. Pledgor shall not sell, assign, transfer, pledge or encumber in any other manner the Pledged Shares (except in favor of Vision hereunder). Pledgor shall warrant and shall use Pledgor’s commercially reasonable efforts to defend the right and title herein granted unto Vision in and to the Pledged Shares (and all right, title and interest represented by the Pledged Shares) against the claims and demands of all Persons whomsoever. Pledgor agrees that at any time, and from time to time, at the sole cost and expense of Pledgor, Pledgor shall promptly execute and deliver all further instruments (including, without limitation, UCC-1 Financing Statements), and take all further action that may be necessary or desirable, or that Vision may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Vision to exercise and enforce Vision’s rights and remedies hereunder with respect to any Pledged Shares.

SECTION 4.2. Stock Powers, etc. Pledgor agrees that, upon the occurrence of an Indemnification Event, all of the Pledged Shares pledged to Vision pursuant to this Agreement shall be accompanied by duly executed undated blank stock powers, or other equivalent instruments of transfer acceptable to Vision. Pledgor shall, from time to time upon the request of Vision, promptly deliver to Vision such stock powers, instruments and similar documents, satisfactory in form and substance to Vision, in Vision’s sole and absolute discretion, with respect and to the extent applicable to the Pledged Shares as Vision may reasonably request and shall, from time to time upon the request of Vision after the occurrence of any Indemnification Event, promptly (i) transfer the Pledged Shares into the name of Vision or any nominee designated by Vision and (ii) provide to Vision any and all documents, instruments and/or consents necessary to transfer the Pledged Shares to Vision or any nominee designated by Vision.

SECTION 4.3. Continuous Pledge. Pledgor shall, at all times, keep pledged to Vision pursuant hereto all of the Pledged Shares owned by it and all other shares of stock constituting such Pledged Shares, all Distributions with respect thereto, and all other Pledged Shares and other securities, instruments, proceeds and rights from time to time received by or distributable to the Pledgor in respect of any Pledged Shares owned by it.

SECTION 4.4. Voting Rights. During the term of this Agreement or until Vision obtains possession of any Pledged Shares pursuant to Article V hereto, Pledgor shall have the right to vote its Pledged Shares on all corporate questions as shareholders of Vision. While the Pledged Shares remain in the Escrow Agent’s possession pursuant to this Agreement and the Escrow Agreement, the Pledgor will retain and be able to exercise all other incidents of ownership of the Pledged Shares that are not inconsistent with the terms and conditions hereof.

ARTICLE V - REMEDIES

SECTION 5.1. Actions upon an Indemnification Event. Upon the occurrence of any Indemnification Event, Vision shall make a written distribution request to the Escrow Agent in the form prescribed by the Escrow Agreement specifying the amount that is to be distributed to Vision from the Indemnity Escrow Fund pursuant to the Escrow Agreement. Any amount owed pursuant to an Indemnity Obligation will be payable out of the Pledged Shares then held by the Escrow Agent at a per share value equal to $4.00 (the “Per Share Price”). If there is a disagreement as to the disbursement and delivery of the Indemnity Escrow Fund between Vision and the Pledgor, the disagreement shall be resolved pursuant to the provisions of the Escrow Agreement and, upon completion of any arbitration proceeding, the arbitrator or other appropriate party shall certify the results of the arbitration to the Escrow Agent, including the decision, and the Escrow Agent shall be entitled to rely and act accordingly with respect to payments to Vision hereunder, if any, on the basis of the decision of the arbitrator as so certified.

In addition to Vision’s rights and remedies provided hereunder, whenever an Indemnification Event shall have occurred and be continuing, Vision shall have all rights and remedies of a secured party upon default under the UCC or other applicable law. Any notification required by law of any intended disposition by Vision of any of the Pledged Shares shall be deemed commercially reasonable and properly given if given at least five (5) days before such disposition. Without limitation of the above, Vision may, whenever an Indemnification Event shall have occurred, without prior notice to Pledgor, which is hereby knowingly, voluntarily, intentionally, unconditionally and irrevocably waived by Pledgor, take all or any of the following actions:

(a)

transfer all or any part of the Pledged Shares into the name of Vision or Vision’s nominee, with or without disclosing that such Pledged Shares are subject to the Lien and security interest hereunder;

(b)

notify the parties obligated on any of the Pledged Shares to make payment to Vision of any amount due or to become due thereunder;

(c)

enforce collection of any of the Pledged Shares by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;

(d)

endorse any checks, drafts, or other writings in Pledgor’s name to allow collection of the Pledged Shares;

(e)

take control of any proceeds of the Pledged Shares; and

(f)

execute (in the name, place and stead of Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Pledged Shares.

SECTION 5.2. Attorney-in-Fact. Pledgor hereby knowingly, voluntarily, intentionally, unconditionally and irrevocably appoints Vision as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Vision, or otherwise, from time to time in Vision’s sole and absolute discretion, to take any action and to execute any instrument which Vision may deem necessary or advisable to accomplish the purposes of this Agreement, including, upon the occurrence of an Indemnification Event, all actions described in Section 5.1 hereof.

SECTION 5.3. Application of Proceeds. If Vision takes control of the Pledged Shares upon an Indemnification Event, the amounts due therefor, including any accrued interest, fees or expenses occurred (including, without limitation, reasonable attorneys’ fees and disbursements, arising from or incurred in connection with enforcement of this Agreement, the Purchase Agreement or the Escrow Agreement) shall be applied towards payment of the Indemnity Obligations by returning Pledged Shares to Vision (the “Returned Shares”) in exchange for consideration equal to the Per Share Price. Any Returned Shares shall be canceled by Vision and returned to treasury.

SECTION 5.4. Indemnity and Expenses. Pledgor hereby indemnifies, exonerates and holds Vision and Vision’s, affiliates and subsidiaries (collectively, “Vision Entities”) and Vision and Vision’s Entities’ officers, directors, employees, attorneys, agents and representatives (Vision, Vision Entities and each such other person or party are hereinafter each referred to individually as a “Vision Party”) from and against any and all actions, suits, losses, liabilities, damages, costs and expenses growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses, or liabilities resulting from Vision’s gross negligence or willful misconduct. Upon demand, Pledgor shall pay, or shall cause to be paid, to the applicable Vision Party, the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and disbursements of such Vision Party’s counsel and of any experts, which such Vision Party may incur in connection with:

(a)

the preparation, negotiation, execution and administration of this Agreement;

(b)

the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Pledged Shares;

(c)

the exercise or enforcement of any of the rights of Vision under this Agreement and any action taken by Vision under Section 6.3 hereof; or

(d)

the failure by Pledgor to perform or observe any of the terms, provisions, covenants and conditions contained in this Agreement.

ARTICLE VI - MISCELLANEOUS

SECTION 6.1. Amendments, etc. No amendment or waiver of any term, provision, covenant or condition of this Agreement nor consent to any departure by Pledgor herefrom shall in any event be effective unless the same shall be consented to in a writing signed by Vision, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

SECTION 6.2. Obligations Not Affected. The obligations of Pledgor under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by:

(a)

any amendment or modification or addition or supplement to the Loan Documents, or any instrument delivered in connection therewith or any assignment or transfer thereof;

(b)

any exercise, non-exercise or waiver by Vision of any right, remedy, power or privilege under or in respect of, or any release of any Pledged Shares provided pursuant to, this Agreement;

(c)

any waiver, consent, extension, indulgence or other action or inaction in respect of this Agreement; or

(d)

any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like, death or incompetency of Pledgor.

SECTION 6.3. Protection of Pledged Shares. Vision may from time to time, at Vision’s sole option, perform any act which Pledgor agrees hereunder to perform and which Pledgor shall fail to perform after being requested in writing to so perform (it being understood that no such request need be given after the occurrence of an Indemnification Event) and Vision may from time to time take any other action which Vision reasonably deems necessary for the maintenance, preservation or protection of any of the Pledged Shares or of Vision’s security interest therein.

SECTION 6.4. Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to Vision:

Vision Hydrogen Corporation

95 Christopher Columbus Drive, 16th Floor

Jersey City, NJ 07302

Email: andy.hidalgo@visionh2.com

Attention: Andrew Hidalgo, CEO

With a copy to (which shall not constitute notice):

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attn: Marc J. Ross, Esq.

Email: mross@srf.law

If to the Pledgor:

Volt Energy B.V.

President Kennedystraat 1

6269 CA MargratenThe Netherlands

Email: andre.jurres@voltenergy.eu

Attention: Andre Jurres

or at such other address, email address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or email account containing the time, date, and recipient facsimile number or email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

SECTION 6.5. Governing Law; Jurisdiction. (a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b) EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT (AND PLEDGOR AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE WITH RESPECT TO CLAIMS BROUGHT BY PLEDGOR AGAINST VISION), (II) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT AND (III) WAIVES, TO THE FULLEST EXTENT SUCH PARTY MAY EFFECTIVELY DO SO, THE DEFENSE OF ANY INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

(c) Pledgor voluntarily, knowingly, intentionally, unconditionally and irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of the copies thereof by certified mail, return receipt requested, postage prepaid, to Pledgor at Pledgor’s address set forth above, such service to become effective upon the earlier of (i) the date three (3) calendar days after such mailing or (ii) any earlier date permitted by applicable law. Nothing contained in this Section 6.5 shall affect the right of Vision to bring proceedings against Pledgor in the courts of any other jurisdiction or to serve process in any other manner permitted by applicable law.

SECTION 6.6. Waiver of Jury Trial, Etc. VISION AND PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF VISION OR PLEDGOR. THIS PROVISION IS A MATERIAL INDUCEMENT FOR VISION TO ENTER INTO THE LOAN DOCUMENTS AND THIS AGREEMENT.

SECTION 6.7. Counterparts and Facsimile Signature. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 6.8. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

SECTION 6.9. Construction.

(a) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

(b) Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

	VOLT ENERGY B.V.

	By:	/s/ Andre Jurres
	Name:	Andre Jurres
	Title:	Managing Director

	VISION HYDROGEN CORPORATION

	By:	/s/ Andrew Hidalgo
	Name:	Andrew Hidalgo
	Title:	Chief Executive Officer

Exhibit 10.3

SERVICES AGREEMENT

THIS AGREEMENT is made effective the 1^st day of December, 2020

BETWEEN:

VOLTH2 B.V., incorporated under the laws of the Netherlands, Europaweg-Zuid 4, 4389 PD Ritthem

(hereinafter called the “Company”)

OF THE FIRST PART,

AND:

VOLT ENERGY B.V., incorporated under the laws of the Netherlands, President Kennedylaan 1, 6269 CA Margraten.

(hereinafter called the “Contractor”)

OF THE SECOND PART.

WHEREAS the Company is engaged in the business of developing hydrogen production facilities and related activities;

AND WHEREAS the Contractor is experienced in providing consulting services to companies such as the Company;

AND WHEREAS the Company desires to engage the Contractor to provide to the Company the Services and otherwise perform the duties and responsibilities set out in Schedule “A” of this Agreement, and the Contractor agrees to accept that engagement;

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.	DEFINITIONS

1.1	Definitions. In this Agreement the following terms shall have the following meanings:

(a)

“Affiliate” means a Person that is controls, is controlled by, or is under common control with, another Person;

(b)

“Agreement” means this agreement as it may be amended or supplemented from time to time; and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this agreement and unless otherwise indicated, references to “Sections” or “Parts” are references to sections or parts in this Agreement;

(c)

“Appointed Contractor” means André Jurres, whom the Contractor has chosen to perform the Services on its behalf and which Contractor the Company has approved for that purpose, or such other personnel as may be approved by the Company in writing from time to time;

(d)

“Board” means the board of directors of the Company, but excluding the Contractor or any related parties to the Contractor;

(e)

“Business Day” means business days in the Netherlands, exclusive of statutory holidays and weekends;

(f)

“Business Plan” means a detailed 24-month written plan for the development and operation of the Company’s business including (i) a human resources organization chart for the Company, showing key positions filled/to be filled, (ii) key milestones in the Company’s road to profitability and the timeline for delivery, (iii) a rolling cash flow model with accruals and reconciled to historical Company actuals to allow for real-time cash management, (iv) a projection of short, medium and long-term economics for the Company’s projects, using industry available data, and (v) such other information as may be required by the Company from time-to-time;

(g)

“Cause” means

(i)

the failure or refusal of the Contractor or the Appointed Contractor to perform the Duties at level or standard acceptable to the Company,

(ii)

the failure or refusal of the Contractor or the Appointed Contractor to comply with the Company’s policies and procedures as instituted from time to time,

(iii)

any dishonesty on the part of the Contractor affecting the Company,

(iv)

the charge with or conviction of the Contractor or the Appointed Contractor for any crime involving moral turpitude, fraud or misrepresentation,

(v)

excessive use of alcohol or illegal drugs by the Appointed Contractor interfering with the performance of the obligations under this Agreement and the failure by the Appointed Contractor to participate fully in any employee assistance program offered by the Company,

(vi)

any wilful and intentional act on the part of the Contractor or the Appointed Contractor having the effect of materially injuring the reputation, business or business relationships of the Company,

(vii)

any material breach (not covered by any of the above (i) through (vi) above) of any of the provisions of this Agreement, and

(viii)

any other act or omission which at law would entitle the Company to terminate this Agreement;

(h)

“Company” means VoltH2 BV, a Company governed by the laws of the Netherlands with registration number 78307570;

(i)

“Compensation Committee” means the Compensation Committee of the Board, as constituted from time to time, and, in the event that there is no Compensation Committee, the Board;

(j)

“Confidential Information” means information of a sensitive nature related to the Company or its business including, but not limited to information pertaining to the Company’s costs, sales, income, profit, profitability, pricing, salaries or wages, marketing information, corporate information and intellectual property. Confidential Information does not include any information that, through no fault of the receiving party

(i)

is within the Public Domain at the date of its disclosure to the receiving party, or subsequently enters the Public Domain (but only after it enters the Public Domain), or

(ii)

is or becomes (but only after it becomes)

(A)

independently developed by or on behalf of the receiving party as shown by documentary evidence, or

(B)

disclosed to the receiving party by a third party not having an obligation of confidence to the proprietor of the information as shown by the documentary evidence, or

(iii)

is Residual Information.

(k)

No combination of information shall be deemed to be within any of the above exceptions, whether or not the component parts of the combination are within one or more of the exceptions in Sections 1.1(h)(i) and (ii), unless the combination itself and its economic value and principles of operation are themselves so excepted;

(l)

“Contractor” means Volt Energy BV, a Company governed by the laws of the Netherlands with registration number 67334695;

(m)

“Duties” means the duties and responsibilities set out in Schedule “A” of this Agreement;

(n)

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or Company with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

(o)

“Public Domain” means readily accessible to the public in a written publication, and does not include information that is only available by substantial searching of the published literature, and information the substance of which must be pieced together from a number of different publications and/or sources;

(p)

“Residual Information” means general information not specified as being confidential in nature by the Company that is in tangible form and is retained in memory by the Contractor or the Appointed Contractor who has had access to Confidential Information including ideas, concepts, know-how and techniques or business opportunities that have been considered by the Company but rejected or unsuccessfully pursued by the Company;

(q)

“Services” means those services to be provided by the Contractor to the Company during the Term of this Agreement; and

(r)

“Term” shall have the meaning set forth in Part 2 below; and

2.	TERMS OF ENGAGEMENT

2.1

Engagement. The Company engages the Contractor to provide and the Contractor will provide the Services by means of the personal performance of the same by the Appointed Contractor with effect from the date of this Agreement until the termination hereof pursuant to Parts 9 or 10 hereof (the “Term”).

2.2	Appointed Contractor. The parties agree that the Services must, unless otherwise agreed in writing, be performed by the Appointed Contractor in accordance with the provisions of Part 4 hereof.

2.3

Reporting. In providing the Services, the Appointed Contractor shall report to Arron Smyth or such other person or persons determined by the Board from time-to-time. The appointed Contractor shall submit a monthly written status report on the fifth Business Day of each month during the Term, which report shall include a narrative description of activities during the preceding month.

3.	INDEPENDENT CONTRACTOR

3.1 Relationship. The parties to this Agreement are independent businesses and it is intended that both parties shall retain their independence. In the performance of the Duties the Contractor shall be and shall act solely as an independent contractor. Nothing contained in this Agreement or in the relationship of the Company and the Contractor or, for the avoidance of doubt, in the relationship between the Company and the Appointed Contractor shall be regarded or construed as creating any relationship (employer/employee, joint venture, association, or partnership) between the parties other than as expressly set forth herein.

3.3 Liability. The Contractor acknowledges and agrees that it is and shall be liable for the full amount of any payment of funds which may be demanded, in relation to the Contractor or the Appointed Contractor, pursuant to any laws, legislation, rules or regulations promulgated by any government having jurisdiction over the Company or the Contractor as a result of this Agreement, or any payment which may, in future, be found to be payable in respect of the Contractor or the Appointed Contractor, and the Contractor hereby covenants and agree to indemnify and save harmless the Company from any actions, causes of action, claims, demands or other proceedings (including all legal costs) made against the Company by any regulatory authority under such statutes and grants the Company a right of set-off against any securities of the Company or its Affiliates held by the Contractor or its Affiliates as far as this relates to events which are under control of the Contractor or Appointed Contractor.

CONTRACTOR’S SERVICES

4.1 Services. The Contractor shall make available the attendance and services of the Appointed Contractor to provide the Services as Managing Director or such other position as agreed by the Company and the Contractor. The Contractor agrees that the Appointed Contractor will devote at least 50% of his working time as well as his best efforts, abilities, knowledge and experience to the faithful performance of the Duties and other responsibilities and authorities as are required from the Appointed Contractor in the position of Managing Director. The Company acknowledges that the Contractor and the Appointed Contractor have existing commitments to other non-conflicting and non-competing projects; however the Contractor and the Appointed Contractor shall not engage in any business which is in direct competition with the Company. In addition, the Contractor’s or the Appointed Contractor’s other business activities shall not interfere with, or prevent the Contractor from fulfilling, its obligations to the Company hereunder . The Contractor and the Appointed Contractor shall at all times well and faithfully serve the Company and use their best efforts to promote the interests of the Company.

4.4 Compliance with Company Policies, Applicable Laws, etc. The Contractor shall, and will ensure that the Appointed Contractor shall, comply with all of the Company’s internal policies (as adopted and amended from time to time), as well as all policies, practices, laws and regulations applicable to the Company.

4.5 Full Responsibility. The Contractor assumes full responsibility for the actions of the Appointed Contractor while performing this Agreement, and shall be solely responsible for the supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes).

4.6 Location of Service. The Contractor acknowledges and agrees that the Appointed Contractor will be required to provide the Services primarily at the Company’s offices, the Company’s current or prospective project sites or such other place as required to perform the Duties.

REMUNERATION AND BENEFITS

5.2 Annual Fee. The Company shall pay to the Contractor a fee (the “Annual Fee”) of ONE HUNDRED AND FIFTY THOUSAND EUROS (€150,000.00) per calendar year, plus applicable value added taxes, payable monthly in arrears. After one year, and at the request of the Contractor, within a reasonable time (not to exceed 90 days) following the filing of the Company’s annual financial results the Compensation Committee will review the Annual Fee for upward adjustment.

5.2 Discretionary Bonus. In addition to the Annual Fee the Company may also pay the Contractor discretionary an annual bonus compensation up to 25% of the Annual Fee (the “Annual Bonus Compensation”), in the form of cash or shares of the common stock of the Company in such amount, if any, determined by the Compensation Committee to be proper and appropriate for each fiscal year of the Company during the term of this Agreement. Such Annual Bonus Compensation shall be based upon such factors as the Compensation Committee shall deem appropriate in its sole discretion and which may include (i) the Appointed Contractor’s contributions to the success of the Company for each fiscal year of the Company during the term hereof; (ii) the Company’s share price performance viewed objectively as well as against its peer group within the industry; (iii) the success of the Company’s development activities; (iv) the consolidated revenues, expenses and profits of the Company, its divisions and its subsidiaries for each fiscal year of the Company during the term hereof, as determined in accordance with generally accepted accounting principles; and (v) the general overall economic performance of the Company.

5.3 Expenses. The Company shall reimburse the Contractor for any reasonable out-of-pocket expenses incurred by the Contractor in accordance with the Company’s standard expense practices as they exist from time-to-time. Prior to the reimbursement of such expenses, the Company shall require the Contractor to prepare a summary of the expenses incurred and submit it to the Company together with appropriate supporting receipts, invoices, or other documentation acceptable to the Company. Any individual expenses over €5,000, or in the aggregate over €5,000 in any thirty-day period, must be approved in advance in writing by a representative of the Company other than the Appointed Contractor.

5.4 Insurance. The Company will extend any directors liability insurance in place to provide reasonable coverage to the Contractor, valid for the term of this Agreement, provided that the Company shall not be required to obtain any specific insurance for the Contractor.

6.	CONFIDENTIAL INFORMATION AND PROPERTY OF THE COMPANY

6.1 The Contractor’s Obligations as to Confidential Information and Materials. Confidential Information, whether in written, oral, magnetic, photographic, optical, or other form and whether now existing or developed or created during the period of the Contractor’s relationship with or engagement by the Company, excepting information obtained from general or public sources, is proprietary to the Company and is highly confidential in nature. In this regard, the Contractor acknowledges that damages pursued by an action at law may not be an adequate remedy for the Contractor’s breach of its obligations under this Part 4, and the Contractor agrees that the Company shall be entitled to equitable remedies including but not limited to interlocutory or permanent injunctions, which the Contractor agrees not to oppose.

6.2 Use of Company Communication and Documents Storage Systems. The Contractor shall send and receive all electronic communications through, and shall store copies of all documents material to the business and affairs of the Company on, the Company’s server in accordance with the Company’s information technology policies and procedures as established from time to time.

6.3 General Skills. The general skills and Residual Information and other experience gained by the Contractor during the Contractor’s relationship with the Company, and information within the Public Domain or generally known within the industries or trades in which the Company competes, is not considered Confidential Information.

6.4 Preservation of Confidential Information. During the Contractor’s relationship with the Company, the Contractor and the Appointed Contractor may have access to all or a portion of the Confidential Information and, as such, will occupy a position of trust and confidence with respect to the Company’s affairs and business. The Contractor will take the following steps to preserve the confidential and proprietary nature of the Confidential Information:

(a)

The Contractor will not at any time disclose or otherwise permit any person or entity access to any of the Confidential Information other than as required in the performance of the Contractor’s duties to the Company.

(b)

The Contractor will take all reasonable precautions to prevent disclosure of the Confidential Information and will follow all the Company’s reasonable instructions to the Contractor in respect of the same.

(c)

The Contractor will not use at any time, or otherwise permit any person or entity to use, any of the Confidential Information other than as required in the performance of the Duties.

(d)

Within two business days after the termination of the Contractor’s relationship with the Company, for any reason whatsoever, the Contractor will deliver to the Company all keys and access cards as well as all tangible materials embodying the Confidential Information, including, without limitation, any documentation, records, listings, notes, data, sketches, drawings, memoranda, models, accounts, reference materials, samples, machine-readable media and equipment which in any way relate to the Confidential Information.

6.5

Continuation of Confidentiality Obligations. The Contractor acknowledges and agrees that the obligations set out in this Part 4 are to remain in effect for a period of five (5) years following termination of the Contractor’s relationship with the Company. The Contractor further acknowledges that the obligations set out in this Part are not in substitution for any obligations which the Contractor may now or hereafter owe to the Company and which exist apart from this Part 4 and do not replace any rights of the Company with respect to any such obligations.

6.6	Communication of Confidential Information. The Contractor agrees to communicate to the Company all Confidential Information obtained in the course of performing the services.

6.7	Confidentiality and Non-Competition. The Contractor hereby agrees that he will not at any time during the Term and for a period of one year thereafter:

(a)

knowingly interfere with or endeavour to entice away from the Company any of the financiers who were active financiers or participated in private placements of the Company or its securities during the three-year period immediately prior to the termination of the Contactor’s relationship with the Company;

(b)

interfere with or knowingly entice away any employee of the Company who was an employee of the Company within 365 calendar days of the termination of the Contractor’s relationship with the Company.

6.8

Notice. If the Contractor or any officer, employee or representative thereof is required by law, rule, regulation, subpoena or regulatory agency or stock exchange rule (“Legal Process”) to disclose any Confidential Information, the Contractor will provide the Company with prompt notice of such requirement, if legally practicable, and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is required to be disclosed prior to making any such disclosure. If, provided that the Contractor has used reasonable efforts to obtain assurances that confidential treatment will be afforded such information, the Contractor or any officer, employee or representative thereof is nonetheless required by Legal Process to disclose any Confidential Information, the Contractor may only disclose such Confidential Information that it is required by law to be disclosed.

6.9	Limitation. The provision of this Part 6 shall not prevent the Contractor, following the termination of this Agreement, from providing its services to other companies, including companies working in the same general area of the Company’s development projects.

7.	INTELLECTUAL PROPERTY OF THE COMPANY

7.1	Company’s Rights. The Contractor agrees that all right, title, and interest in or to any and all of the work product of the Contractor or any officer, employee or representative thereof (including the Appointed Contractor) shall be the property of the Company.

7.2

Disclosure. The Contractor agrees to promptly disclose to the Company all of the products of the services hereunder and to provide all assistance reasonably requested by the Company in the preservation of its interests in the same, such as by executing documents or testifying. Regardless of whether this Agreement has been terminated, the Contractor agrees to execute, acknowledge, and deliver any instruments, and to provide whatever other assistance is required to confirm the ownership by the Company of such rights. Reasonable out-of-pocket expenses incurred for such assistance shall be paid by the Company. However no additional compensation shall be paid to the Contractor in respect of any of the matters referred to in this Section 7.2.

7.3	No Rights. Nothing in this Agreement shall be construed to grant to the Contractor any express or implied option, license or other rights, title or interest in or to the Confidential Information or, or obligate The Company to enter into any agreement granting any such right.

8.	TERMINATION

8.1 Term. This Agreement will be for a term of one year (the “Term”) and shall renew by agreement of the Parties for additional periods by agreement not less than 90 calendar days prior to the end of the Term.

8.2 Termination. Notwithstanding section 8.1 this Agreement will terminate in the following circumstances:

(a)

For Cause. At any time by the Company notifying the Consultant of Cause;

(b)

Death. Automatically upon the death of the Appointed Contractor;

(c)

Bankruptcy. Automatically in the event the Contractor or the Appointed Contractor is subject to any bankruptcy, insolvency or other similar proceeding;

(d)

Disability. At any time by notice in writing from the Company to the Contractor if the Appointed Contractor shall become permanently disabled; for the purposes hereof, the Appointed Contractor shall be deemed to be permanently disabled immediately following any period of 60 consecutive calendar days during which the Appointed Contractor is prevented from performing the Duties for more than 45 calendar days in the aggregate by reason of illness or mental or physical disability despite reasonable accommodation efforts of the Company;

(e)

Without Cause. By the Company at any time upon payment by the Company to the Contractor in a lump sum equal to one quarter of the Annual Fee, in cash one half on termination and one half on delivery of all Company property and records to the Company ; and

(f)

By the Contractor. By the Contractor providing no less than thirty (30) calendar days’ notice in writing to the Company. In the event the Contractor provides such notice to the Company, this Agreement shall terminate on the date the period of such notice expires. In such circumstance, the Company may request that the Contractor cease the Duties prior to the expiry of the notice period.

8.2

Effect of Termination. Upon the termination of this Agreement pursuant to Sections 8.1(a) through (d), the parties agree that the Company’s liability to the Contractor shall be limited to all accrued and unpaid portions of the Annual Fee due up to the date of termination as well as any Expenses properly incurred prior to the date of termination, less any advances against Expenses not accounted for.

9.	NOTICE

Unless otherwise permitted by this Agreement, all notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been fully given if personally delivered to the appropriate party strictly as follows:

Notice to the Company:

VOLTH2 B.V.

Europaweg Zuid 4, 4389PD, Ritthem

The Netherlands

Attention: Board of Directors (with a copy by email to: info@voltH2.com)

Copied to:

VOLT H2 HOLDINGS AG

c/o Levi Laurenti Anwaltskanzlei · Notariat

Neuhofstrasse 21

CH-6340 Baar, Switzerland

Attention: Board of Directors (with a copy by email to: law@levilaurenti.com)

Notice to the Contractor:

VOLT ENERGY B.V.

President Kennedylaan 1

6269 CA Margraten

The Netherlands

Attention: André Jurres (with a copy by email to: andre.jurres@voltenergy.eu)

or to such other address as each party may from time to time notify the other of in writing. Notices may not be given by regular mail, or by facsimile.

10.

MISCELLANEOUS

10.1

Entire Agreement. This Agreement contains the entire understanding and agreement between the parties and supersedes all prior communications, representations and agreements whether verbal or written between the parties or their Affiliates with respect to the subject matter hereof. This Agreement may be amended or modified only by written instrument signed by all parties hereto.

10.2	Survival. The rights and obligations of the parties set out under Parts 3, 6 and 7 of this Agreement survive the termination of this Agreement insofar as is necessary to give full effect to the terms hereof.

12.3

Governing Law. The provisions of this Agreement shall be governed by and interpreted exclusively in accordance with the laws of the Netherlands. The parties irrevocably attorn to the exclusive jurisdiction of the Court of the Netherlands, sitting in Middelburg, with respect to any legal proceedings arising here from.

12.4

Independent Legal Advice. The Company has obtained legal advice concerning this Agreement and has requested that the Contractor obtain independent legal advice with respect to this Agreement. The Contractor hereby represents and warrants to the Company that it has been advised to obtain independent legal advice, and that prior to the execution of this Agreement he has obtained independent legal advice or has, in its discretion, knowingly and willingly elected not to do so.

12.5	Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision thereof, and this Agreement shall be construed as though such invalid or unenforceable provision were omitted.

12.6	Assignment. The Company may assign this Agreement to an Affiliate upon providing written notice thereof to the Contractor.

IN WITNESS WHEREOF the parties have executed this Agreement with effect from the date first written above.

	VOLTH2 B.V.

	Per:	/s/ Arron Smyth
		Arron Smyth, Director

	VOLT ENERGY B.V.

	Per:	/s/ Andre Jurres
		André Jurres, Director

Schedule “A”

Duties of the Contractor

1. Outstanding Duties

Between 1^st of January and the 30^th of June 2021 the Appointed Contractor will:

	●	secure land for one additional hydrogen electrolyzer site;
	●	negotiate and conclude MOUs for at least two hydrogen electrolyzer sites by 31st of March 2021; and
	●	negotiate and conclude at least two offtake agreements by June 2021 for the above hydrogen electrolyzer sites;

2. General Duties

The Contractor shall have such duties and responsibilities, and authorities as are designated for the office of Managing Director by the Deed of Incorporation of the Company as well as such further duties, responsibilities, and authorities as may be reasonably assigned to the Contractor from time to time by the Board, PROVIDED THAT the Contractor will not have any authority to bind the Company without the written agreement of at least one other of the Company’s directors.

Subject to the discretion of the Board, the Contractor shall:

	●	participate in the development and maintenance of the Company’s Business Plan;
	●	as requested by the Board, act in the role of a public relations officer of the Company;
	●	identify and seek the approval of the Board for the addition, elimination and/or modification of senior management positions within the Company and its divisions and subsidiaries;
	●	prepare for the approval of the Board corporate policies, mandates, and salary and wage structures; and
	●	perform such other duties as the Contractor shall deem necessary or appropriate for the efficient management and operation of the Company’s business and the preservation of its assets.

ASSIGNMENT AGREEMENT

THIS AGREEMENT is made effective the 12^th day of February, 2021

BETWEEN:

VOLTH2 VLISSINGEN B.V., incorporated under the laws of the Netherlands with registration number 78307570, Europaweg-Zuid 4, 4389 PD Ritthem

(hereinafter called “Vlissingen”)

OF THE FIRST PART,

AND:

VOLTH2 OPERATING B.V., incorporated under the laws of the Netherlands with registration number 81874766, Europaweg-Zuid 4, 4389 PD Ritthem.

(hereinafter called “Operating”)

OF THE SECOND PART.

WHEREAS Vlissingen (fka VoltH2 B.V.) is party to a Services Agreement dated December 1 with Volt Energy B.V. (the “Services Agreement”),

AND WHEREAS Vlissingen wishes to assign the Services Agreement to Operating, pursuant to clause 12.6 of the Services Agreement.

NOW THEREFORE THE PARTIES HERETO AGREE THAT the Services Agreement be and is hereby assigned from Vlissingen to Operating, effective immediately, with Operating assuming all benefits and obligations under the Services Agreement.

IN WITNESS WHEREOF the parties have executed this Agreement with effect from the date first written above.

VOLTH2 VLISSINGEN B.V.		VOLTH2 OPERATING B.V.

Per:			Per:
	*Arron Smyth, Director*		Arron Smyth, Director

ASSIGNMENT NOTICE

FROM:

VOLTH2 VLISSINGEN B.V. (fka VOLTH2 B.V.)

TO:

VOLT ENERGY B.V.

RE:

SERVICES AGREEMENT DATED DECEMBER 1, 2020

You are hereby notified pursuant to s. 12.6 of the above Services Agreement that VoltH2 B.V. has assigned the above Services Agreement, in full, to VoltH2 Operating B.V., which has assumed all obligations to you under the Agreement. VoltH2 B.V. is released from any further obligations under the Services Agreement.

Dated effective this 12^th day of February 2021 by:

VOLTH2 VLISSINGEN B.V.

Per:	/s/ Arron Smyth
	Arron Smyth, Director

Acknowledged as of this 12^th day of February 2021 by:

VOLT ENERGY B.V.

Per:	/s/ Andre Jurres
	André Jurres, Director

AMENDING AGREEMENT

THIS AMENDING AGREEMENT is made effective the 15^th day of May, 2021

BETWEEN:

VOLTH2 OPERATING B.V., incorporated under the laws of the Netherlands with registration number 81874766, Europaweg-Zuid 4, 4389 PD Ritthem.

(hereinafter called the “Company”)

OF THE FIRST PART,

AND:

VOLT ENERGY B.V., incorporated under the laws of the Netherlands, President Kennedylaan 1, 6269 CA Margraten.

(hereinafter called the “Contractor”)

OF THE SECOND PART.

WHEREAS the Company and the Contractor are party to a Services Agreement made effective December 1, 2020 (the “Services Agreement”),

AND WHEREAS the Company and the Contractor now wish to amend the Services Agreement as provided for is s. 10.1 of the Services Agreement.

NOW THEREFORE THE PARTIES HERETO AGREE THAT the Services Agreement be and is hereby amended as follows:

1.	Section 2.3 of the Services Agreement is hereby deleted in its entirety and replaced with:

Reporting. In providing the Services, the Appointed Contractor shall report to the Board of Directors of the Company or such other person or persons determined by the Board from time-to-time, as follows:

(a)

Monthly. The Contractor shall submit a monthly written status report on the fifth Business Day of each month during the Term, which report shall include a narrative description of activities during the preceding month as well as a monthly internal cash flow statement and a reconciliation of progress against the Business Plan.

(b)

Quarterly. The Contractor shall submit a quarterly report to the Board within 30 calendar days of the end of each of the Company’s fiscal quarters which shall include an updated Business Plan as well as financial statements for the preceding quarter or in such other manner and at such intervals as is required by the Board.

2.	Section 4.1 of the Services Agreement is hereby deleted in its entirety and replaced with:

Services. The Contractor shall make available the attendance and services of the Appointed Contractor to provide the Services as President and Managing Director of the Company (and as requested senior positions with its Affiliates) or such other position as agreed by the Company and the Contactor. The Contractor agrees that the Contractor and the Appointed Contractor will devote substantially all of their working time as well as well as their best efforts, abilities, knowledge and experience to the faithful performance of the Duties and such other responsibilities and authorities as are required from the Appointed Contractor in the position of President and Managing Director. Neither the Contractor nor the Appointed Contractor shall engage in any business which is in direct competition with the Company or which interferes with or prevents the Contractor or the Appointed Contractor from fulfilling the obligations to the Company hereunder. Notwithstanding the preceding, the Contractor and the Appointed Contractor may, without being in violation of their obligations hereunder serve on corporate, civic or charitable boards, or committees which arc not engaged in business in competition with the Company or any subsidiary provided the Appointed Contractor shall use his best efforts to pursue such activities in such a manner so that such activities shall not prevent the Appointed Contractor from fulfilling his obligations to the Company hereunder. The Contractor and the Appointed Contractor shall at all times well and faithfully serve the Company and use their best efforts to promote the interests of the Company.

3.	A new section 4.1A is hereby inserted as follows:

Board Seat. The Contractor agrees that the Appointed Contractor will serve as a Director of the Company and/or its Affiliates during the Term, if and as duly nominated and elected by the shareholders or appointed by the Board.

4.	A new section 4.1B is hereby inserted as follows:

Days Off. The Contractor shall be entitled to designate thirty (30) Business Days during each year of the Term as days with respect to which it will not be required to provide the Services to the Company. These Days Off shall be taken at times to be mutually agreed upon by the parties and in accordance with the Company’s vacation plans, policies and practices as then in effect and with a view to the business requirements of the Company. The Contractor shall not be entitled to additional compensation in respect of any days not so designated.

5.	Section 5.1 of the Services Agreement is hereby deleted in its entirety and replaced with:

Annual Fee. The Company shall pay to the Contractor a fee (the “Annual Fee”) of TWO HUNDRED TWENTY-FIVE THOUSAND EUROS (€225,000.00) per calendar year, plus applicable value added taxes, payable monthly in arrears. After one year, and at the request of the Contractor, within a reasonable time (not to exceed 90 days) following the filing of the Company’s annual financial results the Compensation Committee will review the Annual Fee for upward adjustment.

6.	Section 5.2 of the Services Agreement is hereby deleted in its entirety and replaced with:

Discretionary Bonus. In addition to the Annual Fee the Company may also pay the Contractor discretionary an annual bonus compensation up to 50% of the Annual Fee (the “Annual Bonus Compensation”), in the form of cash or shares of the common stock of the Company in such amount, if any, determined by the Compensation Committee to be proper and appropriate for each fiscal year of the Company during the term of this Agreement. Such Annual Bonus Compensation shall be based upon such factors as the Compensation Committee shall deem appropriate in its sole discretion and which A. will include whether or not the Outstanding Obligations set forth in Schedule “A” have been met and B. may also include (i) the Appointed Contractor’s contributions to the success of the Company for each fiscal year of the Company during the term hereof; (ii) the Company’s share price performance viewed objectively as well as against its peer group within the industry; (iii) the success of the Company’s development activities; (iv) the consolidated revenues, expenses and profits of the Company, its divisions and its subsidiaries for each fiscal year of the Company during the term hereof, as determined in accordance with generally accepted accounting principles; and (v) the general overall economic performance of the Company.

7.	Schedule “A” of the Services Agreement, “Duties of the Contractor”, is hereby deleted in its entirety and replaced with Schedule “A” attached hereto.

IN WITNESS WHEREOF the parties have executed this Agreement with effect from the date first written above.

VOLTH2 OPERATING B.V.		VOLT ENERGY B.V.

Per:	/s/ Arron Smyth	Per:	/s/ Andre Jurres
	represented by Arron Smyth, Director		represented by André Jurres, Director

Schedule “A”

Duties and Responsibilities of the Contractor

1. Outstanding Responsibilities

By December 31, 2021 the Appointed Contractor will:

●

secure land under an MOU, option, concession or lease for four additional hydrogen electrolyser sites suitable to facilitate construction of up to a minimum of 10-25MW capacity per site;

●

negotiate and enter into MOUs or JDAs of co-development or in cooperation with a strategic partner for a minimum of three hydrogen electrolysers on the Company’s sites;

●

commence pre-development and permitting process under board-approved development schedules for at least 1 hydrogen electrolyser sites with a minimum capacity of 20MW per site, in excess of Vlissingen and Terneuzen; and

●

continue the build up & development of the Company’s technical & management team for the Company’s projects.

2. General Duties

The Contractor and the Appointed Contractor shall have such duties and responsibilities, and authorities as are designated for the office of President and Managing Director by the Deed of Incorporation of the Company as well as such further duties, responsibilities, and authorities as may be reasonably assigned to the Appointed Contractor from time to time by the Board,

PROVIDED THAT the Contractor will not have any authority to bind the Company without the written agreement of at least one other of the Company’s directors.

Subject to the discretion of the Board, the Contractor and the Appointed Contractor shall:

	●	formulate, maintain and as directed by the Board implement the Business Plan;
	●	as requested by the Board, act in the role of a public relations officer of the Company and its Affiliates;
	●	secure, negotiate and document key industry relationships including locations, suppliers and buyers as well as other key inputs and outputs
	●	identify and seek the approval of the Board for the addition, elimination and/or modification of key human resources assets for the Company and its divisions and subsidiaries;
	●	prepare for the approval of the Board corporate policies, mandates, and salary and wage structures; and
	●	perform such other duties as the Contractor shall deem necessary or appropriate for the efficient management and operation of the Company’s business and the preservation of its assets.

Exhibit 10.4

SERVICES AGREEMENT

This Services Agreement, dated as of November 8, 2021 (this “Agreement”), is entered into between Vision Hydrogen Corporation, a Nevada corporation (“Vision”) and Turquino Equity LLC (“Turquino Equity”).

RECITALS

WHEREAS, Vision desires to engage Turquino Equity to provide certain services upon the terms and conditions hereinafter set forth, and Turquino Equity is willing to perform such services.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, Vision and Turquino Equity hereby agree as follows:

Article I

Services

Section 1.01 Provision of Services.

(a) Turquino Equity agrees to provide the services (the “Services”) set forth on Exhibit A attached hereto (the “Service Exhibit”) to Vision on the terms and conditions set forth in this Agreement and in the Service Exhibit.

(b) Unless extended by written agreement between the parties as detailed in Section 2.03,, the obligations of Turquino Equity under this Agreement to provide Services shall terminate at the end of the six (6) month term, as specified in the Service Exhibit (the “Term”). Notwithstanding the foregoing, the parties acknowledge and agree that Vision may terminate Services before the completion of the Term (“Early Termination”). Vision acknowledges and agrees that upon Early Termination, Turquino Equity shall receive full compensation for the Term, provided that Turquino Equity (i) has not breached this Agreement, (ii) has not breached any other agreement entered into between Vision and Turquino Equity, and (iii), each of Andrew Hidalgo and Matt Hidalgo, has acted in the best interests of Vision.

Section 1.02 Standard of Service.

Turquino Equity shall ensure that its personnel are readily available to Vision during normal working hours, and that its personnel shall and devote their best efforts, abilities, knowledge and experience to the faithful performance of the Services hereunder. Turquino Equity and its employees shall, in performing the Services, comply with all of Vision’s internal policies (as adopted and amended from time to time), as well as all policies, practices, laws and regulations applicable to Vision

Section 1.03 Premises.

(a) In order to enable the provision of the Services by Turquino Equity, Vision agrees that it shall provide to Turquino Equity and its Affiliates who provide Services, access to the facilities, assets, books and records of Vision, in all cases to the extent necessary for Turquino Equity to fulfill its obligations under this Agreement. Turquino Equity agrees that it shall maintain the premises of Vision, located at 95 Christopher Columbus Dr., Jersey City, NJ 07302, in a safe and reasonable manner.

(b) Turquino Equity agrees that its affiliates, employees and any third-party, when on the property of Vision or when given access to any equipment, computer, software, network or files owned or controlled by Vision, shall conform to the policies and procedures of Vision concerning health, safety and security which are made known to Turquino Equity in advance. Turquino Equity agrees that its affiliates and employees will use Vision email and servers for the transmission and storage of all correspondence and documents.

Article II

Compensation

Section 2.01 Terms of Payment and Related Matters.

(a) As consideration for provision of the Services, Vision shall pay Turquino Equity Twenty Five Thousand Dollars ($25,000) monthly during the Term, as specified in the Service Exhibit.

(b) Payments pursuant to this Agreement shall be due on the first (1st) day of each calendar month immediately after Vision’s acquisition of VoltH2 Holdings AG for the Term.

Section 2.02 Expenses Turquino Equity shall also be entitled to reimbursement for reasonable and documented out-of-pocket, third party expenses incurred by it on behalf of Vision in the provision of any Service. However, these expenses must be approved by an unrelated officer of Vision and shall in any event exclude (i) any normal course operating costs of Turquino required to perform the Services, and (ii) any payments made to or for the benefit of employees of Turquino Equity or any of its Affiliates, pursuant to Section 2.01 or otherwise.

Section 2.03 Extension of Services. The parties agree that Turquino Equity shall not be obligated to perform any Service after the Term; provided, however, that if Vision desires and Turquino Equity agrees to continue to perform any of the Services after the Term, the parties shall negotiate in good faith to determine an amount that compensates Turquino Equity for all of its costs for such performance.

Section 2.04 No Right of Setoff. Each of the parties hereby acknowledges that it shall have no right under this Agreement to offset any amounts owed (or to become due and owing) to the other party, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by the other party.

Article III
Termination

Section 3.01 Termination of Agreement. Subject to Section 3.04, this Agreement shall terminate in its entirety as a result of each of its expiration or termination in accordance with Section 1.01(b) or Section 3.02 or Section 3.03.

Section 3.02 Breach. Any party (the “Non-Breaching Party”) may terminate this Agreement with respect to any Service, in whole but not in part, at any time upon prior written notice to the other party (the “Breaching Party”) if the Breaching Party has failed to perform any of its material obligations under this Agreement relating to such Service, and such failure shall have continued without cure for a period of five (5) days after receipt by the Breaching Party of a written notice of such failure from the Non-Breaching party seeking to terminate such service. PROVIDED HOWEVER that in cases of a breach of Article IV by Turquino Equity or its affiliates and employees, termination may be immediate. For the avoidance of doubt, non-payment by Vision for a Service provided by Turquino Equity in accordance with this Agreement and not the subject of a good-faith dispute shall be deemed a breach for purposes of this Section 3.02.

Section 3.03 Insolvency. In the event that either party hereto shall (i) file a petition in bankruptcy, (ii) become or be declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency or the appointment of a receiver, (iii) make an assignment on behalf of all or substantially all of its creditors, or (iv) take any corporate action for its winding up or dissolution, then the other party shall have the right to terminate this Agreement by providing written notice in accordance with Section 6.01.

Article IV
Confidentiality

Section 4.01 Confidentiality.

(a) During the term of this Agreement and thereafter for a period of five (5) years, the parties hereto shall, and shall instruct their respective representatives to, maintain in confidence and not disclose the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each party hereto shall use the same degree of care, but no less than reasonable care, to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order.

(b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; or (iii) was developed by it independently without any reliance on the Confidential Information.

(c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Section 4.01 Non-Solicitation and Non-Disparagement.

(a) During the term of this Agreement and thereafter for a period of five (5) years, Turquino Equity and its affiliates and employees shall not circumvent the relationship between Vision and any person or entity with whom Vision has an “Existing Business Relationship” (the “Third Party”) by engaging in business with, or soliciting business from, directly or indirectly, such Third Party. “Existing Business Relationship” means a relationship with the Third Party that is evidenced by (i) a written contract for services, investment, or other similar matters (including a non-disclosure or similar agreement) and which is entered into prior to the termination of this Agreement.

(b) During the term of this Agreement and thereafter for a period of five (5) years, Turquino Equity and its affiliates and employees shall not disparage or encourage others to disparage Vision. For the purposes of this Agreement, the term disparage includes without limitation comments or statements made in any matter or medium in the press and/or the media or otherwise about the other which would adversely affect any manner of the conduct of their business, without limitations to their business plans or prospects or business reputation.

Article V

Limitation on Liability; Indemnification

Section 5.01 Limitation on Liability. In no event shall either party have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, whether based on statute, contract, tort or otherwise, and whether or not arising from the other party’s sole, joint, or concurrent negligence, strict liability, criminal liability or other fault. The parties acknowledge that the Services to be provided hereunder are subject to, and that its remedies under this Agreement are limited by, the applicable provisions of Section 1, including the limitations on representations and warranties with respect to the Services.

Section 5.02 Indemnification. Subject to the limitations set forth in Section 5.01, each party shall indemnify, defend and hold harmless the other party and its affiliates and each of their respective representatives (collectively, the “Indemnified Parties”) from and against any and all losses of the Indemnified Parties relating to, arising out of or resulting from gross negligence or willful misconduct by the parties or its affiliates, or failure to provide.

Article VI
Miscellaneous

Section 6.01 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 6.02 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.

Section 6.03 Entire Agreement. This Agreement, including all Service Exhibits, 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 and agreements, both written and oral, with respect to such subject matter. In the event and to the extent that there is a conflict between the provisions of this Agreement and the provisions of the Purchase Agreement as it relates to the Services hereunder, the provisions of this Agreement shall control.

Section 6.04 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party..

Section 6.05 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

Section 6.06 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. No failure to exercise, or delay in exercising, any right, 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.

Section 6.07 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the state of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts 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 any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 6.08 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this agreement or the transactions contemplated hereby. Each party to this agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 6.09.

Section 6.09 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 6.10 Relationship. The parties to this Agreement are independent businesses and it is intended that both parties shall retain their independence. In the performance of its duties Turquino Equity and it affiliates and employees shall be and shall act as independent contractors. Nothing contained in this Agreement shall be regarded or construed as creating any relationship (employer/employee, joint venture, association, or partnership) between the parties other than as expressly set forth herein.

3.3 Payroll or Other Taxes. Turquino Equity acknowledges and agrees that it is and shall be liable for the full amount of any payment of taxes or other payments which may be demanded pursuant to any laws, legislation, rules or regulations promulgated by any government having jurisdiction over Vision or Turquino Equity as a result of this agreement, or any payment which may, in future, be found to be payable in respect of Turquino Equity or its employees, and Turquino Equity hereby covenants and agree to indemnify and save harmless Vision from any actions, causes of action, claims, demands or other proceedings (including all legal costs) made against Vision by any authority under such statutes.

Each party acknowledges by signing this Agreement that it has read and understands this document, that it has conferred with or had the opportunity to confer with an attorney of its choice regarding the terms and meaning of this Agreement, that it has had sufficient time to consider the terms provided for in this Agreement, and that it has signed the same KNOWINGLY AND VOLUNTARILY.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

	VISION HYDROGREN CORPORATION

	By	/s/ Charles Benton
	Name:	Charles Benton
	Title:	Director

	TURQUINO EQUITY LLC

	By	/s/ Andrew Hidalgo
	Name:	Andrew Hidalgo
	Title:	Managing Partner

EXHIBIT A

Category of Service

Description of Service:		Andrew Hidalgo shall assist in the post-acquisition integration of VoltH2 Holdings AG with Vision, Vision’s potential application to the Nasdaq Capital Market, and such duties assigned and consistent with the title of Senior Vice President.

		Matthew Hidalgo shall have such duties assigned and consistent with the title of Chief Financial Officer. Matthew Hidalgo shall act as Controller for the remaining Term in the case of his resignation or termination as Chief Financial Officer.

		Turquino Equity shall maintain Vision’s offices located at 95 Christopher Columbus Drive, Jersey City, NJ 07302.

Term:		Six (6) months from the date of execution.

Fee:		$25,000 monthly during the Term. Upon Early Termination, Turquino Equity shall receive full compensation for the Term, provided that Turquino Equity (i) has not breached this Agreement or has not cured a breach within the provisions allowed, (ii) has not breached any other agreement entered into between Vision and Turquino Equity or has not cured a breach within the provisions allowed, and (iii) with each of Andrew Hidalgo and Matthew Hidalgo, continuing to act in a reasonable and ethical manner deemed in the best interests of Vision.

Exhibit 99.1

VISION HYDROGEN ACQUIRES HYDROGEN PRODUCER VOLTH2

JERSEY CITY, New Jersey, November 9, 2021 (GLOBE NEWSWIRE) – Vision Hydrogen Corporation (OTCQB:VIHD) (the “Company”) announces the completion of the acquisition of VoltH2 Holdings AG (“VoltH2”), one of Western Europe’s leading developers of hydrogen production facilities and infrastructure.

VoltH2

Founded in June 2020, VoltH2 is a European-based developer of clean hydrogen production facilities for the supply of commercial offtake volumes of clean hydrogen to manufacturers, gas and power traders, industrial consumers, and both heavy and marine transportation sectors that have pivoted away from carbon emitting energy sources and fuels.

VoltH2 has a proven track record of maturing development sites through to permit, having received development approvals to construct a 25MW electrolyser plant scalable to 100MW in the strategically located North Sea Port of Vlissingen, Netherlands. VoltH2 has submitted and is in the advanced stages of permitting for a second 25MW electrolyser plant in the North Sea Port of Terneuzen scalable to 75MW. At full scale, the combined capacity of both plants will be 175 MW, with the potential to produce 24.5 MM kgs H2 per annum.

VoltH2 is leveraging its first-mover advantage to replicate its successful model, with the near-term goal of accumulating a significant inventory of strategic development sites adjacent to existing gas and power infrastructure accelerating the development to the production phase for its clean hydrogen facilities at commercial and industrial scale. Proximity to high capacity grid and connection points for accessing low-carbon or renewable electrons will allow VoltH2 to produce clean hydrogen that can be supplied directly into existing and planned distribution networks across Europe.

Transaction

The Company has acquired the remaining 84.1% interest of VoltH2, and together with its existing 15.9% interest the Company now owns 100% of VoltH2. The purchase was completed in exchange for 8,409,000 shares of the Company’s common stock which the parties agreed to value at USD $4.00 per share for an agreed enterprise valuation of USD $40,000,000 ($33,636,000, net of the Company’s existing interest).

Appointments

In connection with Company’s acquisition of VoltH2 the Company is pleased to announce the following appointments.

Andrew Hromyk has been appointed as the Company’s Co-Chief Executive Officer and a Director. Mr. Hromyk is a founding shareholder of VoltH2 and has been an active investor in and operator of numerous development companies during his 30-year career. Since 1995, Mr. Hromyk has been Principal of First Finance Limited and its sister company Century Capital Management Ltd., a Private Equity investment advisory group based in Vancouver, British Columbia with a proven track record of returning significant value to stakeholders by making early-mover strategic investments in advance of developing markets or cycles through both private and public companies. Mr. Hromyk has supported industrial, chemical and energy operations domestically in Arkansas, Permian Basin, Central & South Texas, and Alberta, Internationally in China, Papua New Guinea and Africa. An active investor, Mr. Hromyk has been intensely involved with companies developing a diverse range of technologies, from enhanced and conventional hydrocarbon recovery processes to wireless infrastructure applications, and has also participated in numerous commercial real estate developments.

Andre Jurres has also been appointed as the Company’s Co-Chief Executive Officer and a Director. Mr. Jurres is a founding shareholder of VoltH2, and brings over 20 years’ experience across the energy and telecom sectors. Mr. Jurres was founder and CEO of Essent Belgium, a residential and commercial energy supplier in Belgium. Mr. Jurres was also a co-founder of NPG Energy, an operator of green power projects in the Benelux region. Mr. Jurres has also held other senior positions with Dong Energy, TeliaSonera, Belgacom and KPN mobile.

Arron Smyth has been appointed as the Company’s Executive Vice-President of Corporate Development. Mr. Smyth has over 17 years’ business experience spanning financial services, investment banking, business leadership and operations in both developed and emerging markets. Since 2018 Mr. Smyth has been Managing Director Europe for the First Finance group of companies, developing and supporting the group’s private equity investments and projects including Evolution Terminals, a Netherlands-based developer of tank terminal and port infrastructure for the bulk storage and handling of clean and sustainable energy products.

Andy Hidalgo, the Company’s former CEO, has been appointed as the Company’s Senior Vice-President. Mr. Hidalgo has also resigned as a director to facilitate the appointment of Messrs. Hromyk and Jurres to the Board.

About Vision Hydrogen

Vision Hydrogen is focused on hydrogen production for transportation and power requirements, with a goal of contributing to a clean-energy environment. Our commitment is to provide the highest-quality hydrogen production, storage and distribution services for the hydrogen economy supply chain, serving residential, commercial and government sector. Through its wholly-owned subsidiary VoltH2, Vision Hydrogen designs, develops, constructs and operates green hydrogen plants in Northwestern Europe, with production facilities being developed in Vlissingen and Terneuzen (the Netherlands). Plant production forecasts are to commence production output in 2023 and each plant will have the capacity to produce up to 3.5 million kilograms (3,500 tonnes) of green hydrogen per year, scalable up to a combined 24.5 million kilograms (24,500 tonnes). Strategically located within North Sea Port, the end product will be transportable by road, rail, waterways and pipeline. Local industry will be able to purchase green hydrogen in order to meet its environmental objectives. For more information visit www.visionh2.com.

Contact:

Vision Hydrogen Corporation/Investor Relations

95 Christopher Columbus Drive, 16th Floor

Jersey City, NJ 07302

551-298-3600 USA

www.visionh2.com

Forward Looking Statements:

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “forecast”, “anticipate,” “believe,” “forecast,” “estimate,” “expect” and “intend,” among others. These forward-looking statements are based on current expectations, and actual results could differ materially. The Company does not undertake an obligation to update or revise any forward-looking statement. The information set forth herein speaks only as of the date hereof.