HORIZON FUEL CELL TECHNOLOGIES PTE LTD sold HYZN

Footnotes

The shares of Class A Common Stock, par value $0.0001 per share ("Shares") of Hyzon Motors Inc. (the "Issuer") reported herein (the "Nominee Shares") were owned directly by Theodore H. Swindells (the "Shareholder"), pursuant to a Nominee Agreement between Hymas Pte. Ltd. ("Hymas") and the Shareholder, dated as of December 28, 2023 (the "Nominee Agreement"). Pursuant to the Nominee Agreement, Hymas retained voting and investment power over the Nominee Shares, and was the beneficial owner of such Nominee Shares until their sale, as reported above.; Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon"), which indirectly through subsidiaries owns 75.83% of 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.; Consists of (i) 59,030,581 Shares owned of record by Horizon and (ii) 37,596,967 Shares owned of record by Hymas.; 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.