HORIZON FUEL CELL TECHNOLOGIES PTE LTD sold HYZN

Footnotes

Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon"), which indirectly through subsidiaries owns 75.83% of Hymas Pte. Ltd. ("Hymas"), and Hymas are reporting persons on a Schedule 13D as part of a "group" (as defined in Rule 13d-5 of the Securities Exchange Act of 1934). Each such reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.; Of the shares of Class A Common Stock, par value $0.0001 per share ("Shares"), of Hyzon Motors Inc. (the "Issuer") reported herein, 2,360,000 Shares (the "Nominee Shares" are owned directly by Theodore H. Swindells (the "Shareholder"), pursuant to a Nominee Agreement between Hymas and the Shareholder, dated as of December 28, 2023 (the "Nominee Agreement"), between Hymas and the Shareholder. Pursuant to the Nominee Agreement, Hymas retains voting and investment power over the Nominee Shares, and remains the beneficial owner of such Nominee Shares.; Consists of (i) 59,030,581 Shares owned of record by Horizon, (ii) 37,596,967 Shares owned of record by Hymas, and (iii) 2,360,000 Shares owned of record by the Shareholder.; A portion of the shares reported herein as beneficially owned by Horizon and Hymas are subject to (i) in the case of Horizon, (X) call option agreements with certain securityholders of Horizon, pursuant to which such securityholders have the right to purchase Shares from Horizon and (Y) issuance and transfer to certain securityholders of Horizon in exchange for shares of tracking stock that are intended to track the financial performance of the Shares ("T-Shares"), and (ii) in the case of Hymas call option agreements with certain securityholders of Horizon and one of its affiliates, pursuant to which such securityholders have the right to purchase Shares from Hymas. Horizon and Hymas, as applicable, each remains the beneficial owner of Shares issuable upon the exercise or exchange of the aforementioned options and T-Shares.