Lease Agreement, dated as of August 30, 2021, by and between Advent Technologies GmbH and fisher group SE & Co.,KG (English summary of German original)

fischer group SE & Co. KG, having its registered seat in Achern, registered with the commercial register of the local court of Mannheim under no. HRA 220538, with registered business address at Gewerbegebiet 7, 77855 Achern (the “Lessor”);

fischer eco solutions GmbH, having its registered seat in Achern, registered in the commercial register of the local court of Mannheim under no. HRB 706920, with registered business address at Gewerbegebiet 7, 77855 Achern (the “Lessee”).

The Lessor is the owner of the property located in 77855 Achern, Im Gewerbegebiet 7, which is recorded in the land register (Grundbuch) of Achern No.40, Page 1, Parcels 1137 and developed with office buildings, warehouses and manufacturing facilities.

The premises being leased to the Lessee comprise the space(s) marked in the site plan which is attached hereto in Annex 1.2-1 and outlined in two (2) floor plans attached hereto as Annex 1.2-2 (hereinafter referred to as the “Leased Premises”) for commercial use with the following location and size:

The Leased Premises shall be transferred to the Lessee in the condition in which it is at the beginning of the contractual relationship. The Lessee is aware of the condition from a detailed inspection of the Leased Premises and accepts them in their condition as being in compliance with this contract. The Lessor is not liable regardless of fault for initial material defects in the rental object. The above regulation does not affect the Lessee’s obligation to maintain and repair the rental object in accordance with this contract.

If the Lessor is informed by an authority of an infringement against relevant rules, regulations or statutory provisions or if the Lessee’s fit-out does not comply with the approved drawings or the rules of proper and professional performance of the building work, the Lessee undertakes to remedy this infringement - insofar as technically possible - within 14 calendar days from the date of the written warning. If the Lessee fails to comply with this obligation to remedy - insofar as the remedial work is technically possible - within 14 calendar days but at least within the time period prescribed by official authorities, the Lessor himself may arrange for remedy and charge the Les- see with the remedial work at cost price plus any value-added tax incurred.

The Leased Premises may only be used for statutorily, regulatory and contractually authorized and permitted purposes, in particular considering any restrictions of use pursuant to the building permit. Any change of use requires the prior written consent of the Lessor.

The Lessee shall obtain all permits associated with its operations and business at its own expense and meet all of the requirements set forth therein. The Lessor shall assume no liability as to the fact that approvals and concessions will be granted for the anticipated operation of the Leased Premises and its facilities or that already issued approvals continue to be effective, if and to the extent tliese approvals relate to the person or the business operations of the Lessee.

The validity of this Lease Agreement shall not be dependent on any official permits for the Lessee’s commercial activity that might be required. However the Lessor declares that to its actual knowledge (positive Kenntnis) the previous use of the Leased Premises is permitted under public planning law.

The lease shall commence on 1 September 2021, 0:00 hrs. CEST and end on 31 August 2026, 24:00 hrs. CEST (fixed lease term).

The Lessor shall grant the Lessee an option right to extend the lease by another five (5) years at the terms and conditions of this Lease Agreement (option term). The option right shall be exercised by written declaration of the Lessee, which must be delivered to the Lessor no later than ninety (90) days prior to the expiry of the fixed term.

The Lessee is entitled to terminate the lease early (even during fixed lease term or option term), to the end of each calendar quarter with a notice period of 4 months.

The monthly basic rental fee shall be EUR 7,768 plus VAT at the statutory rate in force at the time, currently nineteen percent (19%).

The rent shall be paid monthly in advance by the third (3^rd) working day of each month to the Lessor into its account no. (IBAN): DE06 6649 0000 0012 3271 10 at Volksbank eG, bank code: GENODE610Gl.

If the term of this Lease Agreement begins on a date other than the first of a month, then the first rental payment shall only be owed pro rata temporis; the rental fee thus owed pro rata temporis shall be due for payment together with the next monthly rental fee. The term of the Lease Agreement shall end on the last day of the month (in accordance to the term discussed herein) regardless of the day of the month on which it commences.

The Lessee shall not be entitled to proceed to a setoff against and/or assert a right of retention or a right to suspension with regard the rent or other claims of the Lessor arising from this contract unless the Lessee’s claim which is intended for setoffis uncontested or recognized by declaratory judgment.

Pursuant to Section 9 German VAT Act (Umsatzsteuergesetz - “UStG”), the Lessor has waived the VAT exemption pursuant to Section 4 no. 12a) UStG (the “VAT Option”) as concerns the leasing of the Leased Premises. Accordingly, in addition to the rent and the advance payment on ancillary costs, the Lessee shall pay the VAT at the statutory rate in force at the time.

The Lessee shall be obliged to furnish security to the Lessor upon occupying the Leased Premises. The security shall be provided in the form of a parent guarantee by Advent Technologies for the maximum amount of EUR 30,000 in accordance with Annex 5.1 (the “Guarantee”)

At the end of the lease term, the Lessor shall release the Guarantee, provided all claims against the Lessee have been satisfied.

In addition to the payment of the basic rent accruing to the Leased Premises, the Lessee shall pay the operating costs pro rata as of the commencement of the lease term (cf. Section 3.1).

The Lessee shall bear operating costs that are incurred pursuant to Annex 6.2-1. In addition, the Lessee shall bear the costs for maintenance and repair of the Leased Premises and its installations as set out in Annex 6.2-1.

The Lessee is entitled to install separate metering at its own cost in coordination with the Lessor regarding electricity and hydrogen. If separate metering is installed, the Lessee shall be charged according to its consumption. Insofar as it is not installed, the Lessee shall pay a lump sum, which can shall be jointly agreed and thereafter adjusted in the Lessor’s reasonable discretion in case it turns out that the initially agreed lump sum is not sufficient or exceeds the actual pro rata costs.

Seventy percent (70%) of the heating and hot water costs shall be passed on to the Lessee according to its consumption, and thirty percent (30%) according to use area.

All costs to be incurred for the maintenance, repair, renewal and decorative repairs of commonly used areas and facilities shall be borne by the Lessee according to the proportion of the Leased Premises to the overall area of the property.

To the extent the ancillary costs within the meaning of this Section§ 6 are not paid by the Lessee directly, it undertakes to the Lessor that it will make an appropriate monthly prepayment on the ancillary costs. The amount of the monthly prepayment at the beginning of the lease term shall be, for the time being:

The amount of the monthly prepayments shall be continuously adjusted to reflect the ancillary costs actually incurred in the last accounting period once the result of the first accounting period is available.

Should the term of the Lease Agreement end during an accounting period, an interim reading of the meters shall be conducted for the consumption-related operating costs and an interim accounting shall be performed. The costs for this shall be borne by the Lessor.

Unless otherwise provided in this Lease Agreement, a termination of this lease for cause shall be governed by the statutory provisions.

The Lessee shall treat the Leased Premises and those furnishings which have been brought in by the Lessor, as well as all commonly used areas and facilities, including the property and the outdoor facilities, with due care.

The Lessee shall be obliged to carry out all necessary cosmetic repairs on the Leased Premises, or have them carried out, professionally and at its own expense. Cosmetic repairs comprise the wallpapering or painting of the walls and ceilings, the painting of the skirting boards, the heaters, including the heating pipes, the interior doors and the exterior doors from the inside, all interior wooden components and any steel constructions in the interior, as well as the cleaning of floor coverings.

The Lessor undertakes to arrange at his own expense for the maintenance and repair of the roof (cleaning and removal of snow from the roof), the structure and the facade as well as the replacement (replacement procurement) of individual technical building installations, insofar as they are his property and, in spite of proper maintenance and repair, the costs of which are to be borne by the Lessee on a pro rata basis within the scope of the settlement of operating costs and service charges, their replacement is necessary because repair is no longer possible with appropriate means (relating to the respective installation).

Before bringing in any heavy objects (equipment, machines, apparatus, safes, bookshelves, etc.), the Lessee shall inquire with the Lessor about the pennissibility of burdening the roof, the ceilings, the floors and other load-bearing constructions. In the event of any detrimental effects, the objects shall be removed at the Lessor’s request.

Any damage, as well as necessary maintenance and repair work in and on the building, the facilities and installations, the outdoor facilities and on the Leased Premises shall be notified to the Lessor or its authorised agent without delay. The cost of each maintenance and repair measure performed by the Lessee pursuant to the provision in Section 8.3 and 8.2 shall be documented in writing to the Lessor once it has been incurred.

The Parties shall be obliged to have the maintenance and repair work for which they are responsible carried out within a reasonable period of time. Should one of the Parties not fulfil this responsibility at all, or in a timely manner, despite receiving a reminder with the setting of a grace period, the respective other Party shall be entitled to have urgently necessary work carried out at the expense of the defaulting Party.

The Lessor shall indemnify and hold harmless the Lessee from (i) any claims of third parties including public authorities with regard to and in connection with any environmental damage on/in the Leased Premises (including the building on the Leased Premises) and (ii) any hazardous substances in the buildings standing on the Leased Premises, unless such environmental damage or hazardous substance has been caused by the Lessee during the term of the Lease Agreement. The Lessee is obliged to remedy such damages until the end of the lease at the latest. For the purposes of this Lease Agreement, environmental damage means burdens on the soil, soil air, seepage water, surface water or groundwater, waste or hazardous substances of all kinds in and on structures (e.g. asbestos), structural or technical facilities sealed inside the soil or parts thereof, warfare agents or weapons. Environmental damage includes, in particular, harmful soil changes and residual contamination within the meaning of section 2 German Federal Soil Protection Act (Bundesbodenschutzgesetz - “BBodSchG”) or within the:; meaning of section 2 German Environmental Damage Act (Umweltschadensgesetz - “USchadG”) and hazardous or environmentally hazardous substances or preparations in or on buildings within the meaning of section 3a German Chemicals Act (Chemikaliengesetz - “ChemG”), in both cases supplemented by the applicable legal directives, administrative regulations and technical guidelines.

In cases of imminent danger, each Party shall be obliged to take reasonably necessary measures to eliminate the danger. Costs for such measures shall be borne by the Party responsible for the dangerous condition, and in the event that the dangerous condition has no discernible cause or is caused by an act of force majeure, shall be borne as set out in this Section§ 8.

The Lessor shall be entitled to perform repair works and structural changes, for the extension or development of the property, for the maintenance of the building or the Leased Premises on interior and exterior areas, for the avoidance of imminent danger or the removal of defects or damage without the consent of the Lessee.

The Lessor shall take into account the ongoing operation of the Lessee and endeavour to have the work carried out outside the Lessee’s operating hours if possible and endeavours that the nature, scope and timing of all work and measures shall be structured to minimize any impact on the Lessee’s business operations minimize. The Lessor will inform the Lessee in advance, if possible, in a reasonable time, unless it is a matter imminent danger.

The Lessee shall keep the affected spaces accessible. It may not hinder the performance of the work.

Before performing any structural changes to the Leased Premises that would affect the substance, the ground plan or the external appearance of the Leased Premises, the Lessee shall obtain the consent of the Lessor in writing, such consent not to be unreasonably withheld where the Lessee demonstrates a material interest in the change and such change does not materially adversely affect the Lessor’s interests.

Where the structural changes planned by the Lessee require a building permit or change of use permit, the Lessee shall bear the cost and risk of the application and issuance of such permit(s). The Lessee shall be obliged to carry out any official orders and conditions at its own expense and at its own risk.

The Lessee shall remove all movable fixtures and fittings and equipment (including those listed in Annex 1.3), including lighting fixtures and electrical wiring up to distribution and including the locking system pursuant to section 18.2 below, which he has installed during the tenancy and all installations or modifications or other structural changes it has carried out during the tenancy.,

The Lessor may request in writing that Lessee not remove installations it has made to the Leased Premises, in which case the Parties may agree in writing to an appropriate compensation to the Lessee for such installations. The Lessee has the right to reject any such request of the Lessor.

Should the Lessor’s company change its legal identity or should another change occur that would be of significance (for example, a change recorded in the Commercial Register), the Lessor shall be obliged to inform the Lessee thereof without delay.

The Lessee shall be entitled to sublet the Leased Premises in whole or in part or provide them to a third party for use only with the prior written consent of the Lessor, which shall not be unreasonably withheld.

In the event of the complete or partial destruction of the Leased Premises that suspends the contractual suitability for use or restricts it so severely that they are no longer of viable economic use from the Lessee’s point of view, shall not expire until the Lessor has declared that he will not reconstruct the Leased Premises. The same shall apply if the Lessor decides instead of rebuilding to opt for an alternative building development. In this respect, the Lessor shall submit a corresponding declaration no later than 12 months after the damage event. It shall not be possible to assert the right of termination beforehand, unless the contractually agreed use shall be excluded prior to the expiry of 18 months. In the latter case, the notice of termination shall be served to the Lessor no later than within 3 months following the occurrence of the damage event. If and to the extent the contractually agreed use of the damaged or destroyed Lease Premises shall no longer be pnssible, the obligation of the Lessee to pay rent shall be suspended as from the day following the occurrence of the damage event. In the event of partial destruction or damage, the obligation to pay rent shall cease on a pro rata basis, provided that the undamaged part of the Leased Premises allows for reasonable use by the Lessee.

In the event of destruction of or damage to the Leased Premises, the Lessee shall not be entitled to any further claims against the Lessor which exceed the scope of the aforementioned rights.

If the Lessee was responsible for the destruction of the Leased Premises, the Lessor shall not be obliged to reconstruct them.

Upon the commencement of the Lease term, the Lessee shall receive an appropriate number of sets of keys and/or code cards, as applicable. The Lessor shall provide the Lessee with any additional keys and/or code cards it requires free of charge upon request. All of the keys and/or code cards shall be returned once the term of the Lease Agreement ends.

Notwithstanding the implementation of a locking system by the Lessor as described in Section 2.4, the Lessee shall be entitled to equip the Leased Premises with a new locking system in the future in coordination with the Lessor provided (i) the Lessee provides at its own costs all necessary permits for the installation, (ii) installs the locking system in compliance with any regulatory, legal and/or technical requirements, in particular in accordance with the applicable fire safety concept, ay requirements set by the authority and otherwise in a proper and appropriate manner and (iii) in case the fire safety concept is to be amended due to the installation of the locking system, the Lessee provides for an amendment of the fire safety concept and its implementation at its own costs. The Lessee shall only be entitled to the latter (amendment of the fire safety concept), ifit is ensured, that the use of the adjoining areal is not affected in any way. In the event that the Lessor is asked by the authorities to remove or amend the locking system, the Lessee’is obliged to carry out the requested measures immediately at its own expense. The Lessee is responsible for maintenance and repair and renewal of the locking-system.

Declarations of any kind by the Lessor to the Lessee shall be directed to F.E.R. fischer Edelstahlrohre GmbH, Attn.: Bjorn Weber (Managing Director and CFO), Im Gewerbegebiet 7, 77855 Achern, Germany. email: ***@***.

Declarations of any kind by the Lessee to the Lessor shall be directed to Advent Technologies Holding, Inc., Attn.: James F. Coffey (COO and General Counsel), 200 Clarendon Street, Bosten, MA 02116, USA, email: ***@***.

For determining compliance with all time periods, the delivery to the recipient of the respective written declaration by registered mail delivered to the letter box or registered mail/with advice of delivery shall be decisive.

Additions and changes to this Lease Agreement must be in written form within the meaning of Section 126 BGB, where no notarization is required. All additions and changes must be made in the form of a written addendum to this Lease Agreement, which makes explicit reference to this Lease Agreement and is firmly attached to it by e.g. staples or eyelets. This written form agreement may only be waived in writing.

The Parties are aware of the statutory written form requirements set forth in Sections 578, 550, 126 BGB. They hereby mutually undertake to take all actions and render all declarations upon request at any time that are necessary to fulfil the contractual written form agreement and the statutory written form requirements and not to terminate this Lease Agreement prematurely with reference to a failure to comply with the written form requirements. This shall apply not only to the conclusion of this Lease Agreement, but also to any exhibits, schedules, addenda, amendment and supplementary agreements as may be operative between the Parties as concerns the Leased Premises.

The Lessee realises and accepts the fact that data will be stored in the course of the administration of this lease. The Lessor assures the Lessee that it will store only the data that are needed for the proper processing and administering of this lease and can permissibly be collected under the provisions of the EU Data Protection Regulation 2016/679 and the German Federal Data Protection Act (Bundesdatenschutzgesetz, “BDSG”).

In the event of any conflict between this Lease Agreement and its Annexes, the provisions in this Lease Agreement shall prevail over any conflicting provisions in the Annexes.

1bis Lease Agreement shall be governed exclusively by the laws of t.lle Federal Republic of Germany.