Alternus Clean Energy, Inc. — fact timeline

Alternus Clean Energy, Inc. entered into Settlement Agreement with Nordic ESG and Impact Fund SCSp valued at 7,765,000 shares of common stock in settlement of €8,000,000 convertible note plus accrued interest (effective 2024-01-11).

“On January 11, 2024 (the “Effective Date”), Alternus Clean Energy, Inc., a Delaware corporation (the “Company”) entered into that certain Settlement Agreement (the “Agreement”) by and among the Company, Alternus Energy Group plc (OSE: ALT), a company formed under the laws of Ireland and majority stockholder of the Company (“AEG”), Nordic ESG and Impact Fund SCSp, a special limited partnership formed under the laws of Luxembourg (“AVG”), and AVG Group S.a.r.l., a private limited liability company formed under the laws of Luxembourg and the general partner of AVG (“GP,” and together with the Company, AEG and AVG, the “Parties”).”

Alternus Clean Energy, Inc. entered into RTHA SPA with Theia Investment (Netherlands) 1 B.V. valued at approximately €2.84 million (approximately $3.15 million) (effective 2023-12-28).

“Also on December 28, 2023, AEG JD 02 Limited (“ JD 02 ”), a private company limited by shares incorporated under the laws of Ireland and indirect wholly owned subsidiary of the Company, entered into a Share Purchase Agreement (the “ RTHA SPA ” and together with the Italy SPA, the “ SPAs ”) by and among JD 02 and Theia Investment (Netherlands) 1 B.V., a private limited liability company under the laws of the Netherlands (“ Theia ”).”

Alternus Clean Energy, Inc. entered into Italy SPA with Undo S.r.l. valued at approximately €17.70 million (approximately $19.65 million) (effective 2023-12-28).

“Entry into Share Purchase Agreements On December 28, 2023, Solis Bond Company DAC (“ Solis ”), a company incorporated under the laws of Ireland and indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (the “ Company ”) entered into a Share Purchase Agreement (the “ Italy SPA ”) by and among Solis and Undo S.r.l., a company incorporated under the laws of Italy (“ Undo ”).”

Alternus Clean Energy, Inc.: Third Amended and Restated Certificate of Incorporation filed with Delaware Secretary of State (effective 2023-12-22).

“on December 22, 2023, the Company filed the Charter with the Secretary of State of the State of Delaware.”

Alternus Clean Energy, Inc.: Company ceased to be a shell company upon closing of business combination.

“Upon the Closing, the Company ceased to be a shell company.”

Alternus Clean Energy, Inc. amended Amended and Restated Business Combination Agreement with AEG and Sponsor valued at Amends initial business combination agreement: increases shares to seller by 30 million, removes ear (effective 2023-12-22).

“On December 22, 2023, CLIN entered into that certain Amended and Restated Business Combination Agreement with AEG and Sponsor.”

Alternus Clean Energy, Inc. shareholders approved Election of seven directors to serve staggered terms at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 12,935,651 467,702 1,015,107”

Alternus Clean Energy, Inc. shareholders approved To approve and adopt the 2023 Equity Incentive Plan at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 11,782,000 2,636,460 0”

Alternus Clean Energy, Inc. shareholders approved Stock issuance proposal to approve issuance of more than 20% of common stock in connection with business combination at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 12,935,923 1,482,436 100”

Alternus Clean Energy, Inc. shareholders approved Advisory governance proposal: limit liability of officers to fullest extent permitted by law at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 12,114,609 2,303,750 100”

Alternus Clean Energy, Inc. shareholders approved Advisory governance proposal: remove blank check provisions at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 12,935,923 1,482,436 100”

Alternus Clean Energy, Inc. shareholders approved Advisory governance proposal: elect not to be governed by Section 203 of DGCL at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 12,936,024 1,482,436 0”

Alternus Clean Energy, Inc. shareholders approved Advisory governance proposal: permit authorized shares of any class to be increased or decreased by majority vote at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 12,936,024 1,482,309 126”

Alternus Clean Energy, Inc. shareholders approved Advisory governance proposal: authorize 150,000,000 shares of common stock and 1,000,000 shares of preferred stock at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 12,936,024 1,482,436 0”

Alternus Clean Energy, Inc. shareholders approved To amend and restate the certificate of incorporation in the form of the Proposed Charter at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 12,936,151 1,482,309 0”

Alternus Clean Energy, Inc. shareholders approved To approve and adopt the Business Combination Agreement at the 2023-12-04 meeting.

“FOR AGAINST ABSTAIN 12,936,151 1,482,309 0”

Alternus Clean Energy, Inc. entered into Forward Purchase Agreement with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC valued at OTC Equity Prepaid Forward Transactions for up to 2,796,554 shares with a $1,000,000 prepayment shor (effective 2023-12-03).

“On December 3, 2023, CLIN entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions.”

Alternus Clean Energy, Inc.: Amended charter to extend business combination deadline from November 28, 2023 to May 28, 2024 (effective 2023-11-27).

“On November 27, 2023, the Company filed a Certificate of Amendment of the Charter with the Secretary of State of the State of Delaware (the “ Charter Amendment ”) to reflect the Extension Amendment Proposal .”

Alternus Clean Energy, Inc. terminated Letter Agreement with Clean Earth Acquisitions Corp. and Alternus Energy Group Plc (effective 2023-09-01).

“On September 1, 2023, Clean Earth Acquisitions Corp., a Delaware corporation (the “ Company ”) and Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (“ Alternus , ” together with the Company, the “ Parties ”) agreed by mutual written consent to terminate a letter agreement dated July 24, 2023 (the “ Letter Agreement ”) entered into by and between the Parties.”

Alternus Clean Energy, Inc. received a nasdaq noncompliance notice notice regarding market value (rules 5452(b)(C)).

“June 13, 2023, Clean Earth Acquisitions Corp. (the “Company”) received a letter (the “Notification Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (the “Staff”) notifying the Company that the $575,000.00 aggregate market value of the Company’s outstanding public warrants, ticker symbol CLINW, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, was below the minimum aggregate market value of $1,000,000.00 required for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5452(b)(C) (the “Rule”

Alternus Clean Energy, Inc. received a nasdaq noncompliance notice notice regarding market value (rules 5452(b)(C)).

“June 13, 2023, Clean Earth Acquisitions Corp. (the “Company”) received a letter (the “Notification Letter”) from the Listing Qualifications Department of NASDAQ Stock Market (the “Staff”) notifying the Company that the $575,000.00 aggregate market value of the Company’s outstanding public warrants, ticker symbol CLINW, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, was below the minimum aggregate market value of $1,000,000.00 required for continued listing on the NASDAQ Capital Market as set forth in NASDAQ listing rule 5452(b)(C) (the “Rule”).”

Alternus Clean Energy, Inc.: Stockholders approved an amendment to the Charter to extend the deadline to consummate a business combination up to six times from May 28, 2023 to November 28, 2023, with monthly extension payments into the trust account (effective 2023-05-26).

“On May 26, 2023, the Company filed a Certificate of Amendment of the Charter with the Secretary of State of the State of Delaware (the “ Charter Amendment ”) to reflect the Charter Amendment Proposal and address any scriveners or typographical errors.”

Alternus Clean Energy, Inc. entered into Written Consent with Alternus Energy Group Plc (effective 2023-05-25).

“on May 25, 2023, the Company and Alternus executed a mutual written consent (the “ Written Consent ”) pursuant to which the Company and Alternus agreed, pursuant to Section 7.03(b) of the Business Combination Agreement, to extend the Termination Date (as defined in the Business Combination Agreement) to November 28, 2023.”

Alternus Clean Energy, Inc. amended First Amendment to the Business Combination Agreement with Alternus Energy Group Plc and Clean Earth Acquisitions Sponsor, LLC valued at $275,000,000 (effective 2023-04-12).

“On April 12, 2023, Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), entered into that certain First Amendment to the Business Combination Agreement (the “First Amendment to the Business Combination Agreement”) with Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (the “Seller”), and Clean Earth Acquisitions Sponsor, LLC (the “Sponsor”), in its capacity as representative of the Company and solely for certain sections of the Business Combination Agreement (as defined below), which amends the Business Combination Agreement, dated as of October 12, 2022, by and among the Company, the Seller, and the Sponsor (the “Business Combination Agreement”).”