Rescission and Release Agreement dated May 1, 2025 by and between the Company and LiiON, LLC

Exhibit 10.3

RESCISSION AND RELEASE AGREEMENT

This Settlement Agreement (“Agreement”) is entered into and effective this 1st day of May, 2025 (“Effective Date”) by and between LIION, LLC (“LiiON”), BESS LLC (“Bess”), ASSURE POWER, LLC (“Assure”) and ALTERNUS CLEAN ENERGY, INC. (“Alternus”). LiiON, Bess, Assure and Alternus may be referred to collectively herein as the “Parties”.

WHEREAS, on December 11, 2024, LiiON entered into an Asset Purchase Agreement with Bess and its parent company, Alternus (“Transaction”).

WHEREAS, as part of that Transaction, Bess and Assure entered into an Exclusive Consulting Areement also dated December 11, 2024.

WHEREAS, as part of that Transaction, Bess issued a Promissory Note payable to the order of LiiON in the principal amount of Two Million and No/100 Dollars ($2,000,000.00).

WHEREAS, as part of the Transaction, LiiON entered into a series of creditor rights agreements with its critical vendors and investors.

WHEREAS, as a result of a change in circumstances, the Parties desire to rescind the Asset Purchase Agreement, Exclusive Consulting Agreement and Promissory Note and all other related agreements (collectively “Transaction Agreements”), and to release one another from any and all obligations and liabilities thereunder.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Rescission of Agreements. The Transaction Agreements are hereby rescinded, canceled, and terminated as of the Effective Date.

2. Mutual Releases.

(a) LiiON, on behalf of itself and each and every one of its affiliated entities, divisions, shareholders, members, officers, directors, partners, employees, agents, attorneys, insurers, respective heirs, administrators, executors/personal representatives, predecessors, successors and assigns, hereby releases, acquits and forever discharges Bess, Assure and Alternus, and their respective members, managers, officers, directors, shareholders, agents, attorneys, insurers, affiliated entities, their respective heirs, administrators, executors, legal representatives, successors and assigns, from and with respect to any and all claims, complaints, grievances, demands, debts, contracts, agreements, invoices, liabilities, obligations, suits, costs, expenses, rights, actions, liens and causes of action, of whatever nature, character or description, whether known or unknown, whether anticipated or unanticipated, whether in law or in equity, which relate to or arise from the Transaction Agreements, except with respect to the Parties’ obligations contained in this Agreement.

(b) Bess, on behalf of itself and each and every one of its corporate parents, subsidiaries, affiliated entities, divisions, shareholders, members, officers, directors, partners, employees, agents, attorneys, insurers, respective heirs, administrators, executors/personal representatives, predecessors, successors and assigns, hereby releases, acquits and forever discharges LiiON, Assure and Alternus, and their respective members, managers, officers, directors, shareholders, agents, attorneys, insurers, affiliated entities, their respective heirs, administrators, executors, legal representatives, successors and assigns, from and with respect to any and all claims, complaints, grievances, demands, debts, contracts, agreements, invoices, liabilities, obligations, suits, costs, expenses, rights, actions, liens and causes of action, of whatever nature, character or description, whether known or unknown, whether anticipated or unanticipated, whether in law or in equity, which relate to or arise from the Transaction Agreements, except with respect to the Parties’ obligations contained in this Agreement.

(c) Assure, on behalf of itself and each and every one of its corporate parents, subsidiaries, affiliated entities, divisions, shareholders, members, officers, directors, partners, employees, agents, attorneys, insurers, respective heirs, administrators, executors/personal representatives, predecessors, successors and assigns, hereby releases, acquits and forever discharges LiiON, Bess and Alternus, and their respective members, managers, officers, directors, shareholders, agents, attorneys, insurers, affiliated entities, their respective heirs, administrators, executors, legal representatives, successors and assigns, from and with respect to any and all claims, complaints, grievances, demands, debts, contracts, agreements, invoices, liabilities, obligations, suits, costs, expenses, rights, actions, liens and causes of action, of whatever nature, character or description, whether known or unknown, whether anticipated or unanticipated, whether in law or in equity, which relate to or arise from the Transaction Agreements, except with respect to the Parties’ obligations contained in this Agreement.

(d) Alternus, on behalf of itself and each and every one of its corporate parents, subsidiaries, affiliated entities, divisions, shareholders, members, officers, directors, partners, employees, agents, attorneys, insurers, respective heirs, administrators, executors/personal representatives, predecessors, successors and assigns, hereby releases, acquits and forever discharges LiiON, Bess and Assure, and their respective members, managers, officers, directors, shareholders, agents, attorneys, insurers, affiliated entities, their respective heirs, administrators, executors, legal representatives, successors and assigns, from and with respect to any and all claims, complaints, grievances, demands, debts, contracts, agreements, invoices, liabilities, obligations, suits, costs, expenses, rights, actions, liens and causes of action, of whatever nature, character or description, whether known or unknown, whether anticipated or unanticipated, whether in law or in equity, which relate to or arise from the Transaction Agreements, except with respect to the Parties’ obligations contained in this Agreement.

4. Non-Admission of Liability. It is agreed and understood that this settlement is a compromise of disputed claims and defenses and that the above consideration is not to be construed as an admission on the part of any Party of any liability whatsoever.

5. Choice of Law. This Agreement shall be construed under the laws of the State of Illinois.

6. Confidentiality. The terms, conditions, and existence of this Agreement and all prior agreements and discussions between the Parties will also be treated by all Parties on a confidential basis, subject to appropriate disclosure to regulatory authorities, to parties whose consents are required for this Agreement, and as otherwise required by law. All public announcements about this Agreement will be subject to review and approval of all Parties before public disclosure.

7. Miscellaneous.

WHEREFORE, this Agreement is entered into and effective as of the date shown above.

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