Form 8-K

8-K — FUELCELL ENERGY INC

Accession: 0001104659-26-082100

Filed: 2026-07-09

Period: 2026-07-07

CIK: 0000886128

SIC: 3620 (ELECTRICAL INDUSTRIAL APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2620028d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2620028d1_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2620028d1_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2620028d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2620028d1_ex99-2.htm)

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GRAPHIC (tm2620028d1_ex5-1img002.jpg)

GRAPHIC (tm2620028d1_ex99-1img001.jpg)

GRAPHIC (tm2620028d1_ex99-2img001.jpg)

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8-K (Primary)

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2026-07-07

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

The Securities

Exchange Act of 1934

Date of Report (Date of earliest event

reported): July 7, 2026

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified

in its Charter)

Delaware

1-14204

06-0853042

(State or Other Jurisdiction

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3 Great Pasture Road

Danbury, Connecticut

06810

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone

number, including area code: (203) 825-6000

Not Applicable

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the

Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

FCEL

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company ¨

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ¨

Item

1.01. Entry into a Material Definitive Agreement.

On July 7, 2026, FuelCell

Energy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup

Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters named in Schedule II thereto (the “Underwriters”),

relating to the previously announced underwritten offering of 10,714,286 shares (the “Shares”) of the Company’s common

stock, $0.0001 par value (the “Common Stock” and such offering, the “Offering”).

Under the terms of the Underwriting

Agreement, the Company agreed to issue and sell the Shares to the Underwriters at a price to the public of $21.00 per share. In addition,

the Company granted the Underwriters a 30-day option to purchase up to 1,607,143 additional shares of Common Stock at the same public

offering price per share, less underwriting discounts and commissions (the “Option”), which Option was fully exercised by the Underwriters on July 8, 2026.

The Underwriting Agreement

contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company

has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”), and to contribute to payments that the Underwriters may be required to make because of any of those

liabilities.

The Offering was registered

under the Securities Act pursuant to an effective registration statement on Form S-3ASR (Registration Statement No. 333-296607), as previously

filed with the Securities and Exchange Commission (the “SEC”) and deemed effective immediately, a base prospectus included

as part of the registration statement, and a final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities

Act.

The Offering, including the sale of the shares constituting the Option, is expected to

close on July 9, 2026. The Company intends to use the approximately $245.4 million of net proceeds from the Offering, if completed, for

capital expenditures related to expansion of manufacturing capacity to support growth, working capital and general corporate purposes.

The foregoing summary of the

Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting

Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

A copy of the legal opinion

of Foley & Lardner LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1

to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On July 7, 2026, the Company

issued press releases announcing the launch of the Offering and the pricing of the Offering. Copies of each such press release are filed

as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

The information included in

this Item 7.01 and in Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933,

as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

1.1

Underwriting Agreement, dated as of July 7, 2026, by and among FuelCell Energy, Inc., Citigroup Global Markets Inc. and Barclays Capital Inc.

5.1

Legal Opinion of Foley & Lardner LLP.

23.1

Consent of Foley & Lardner LLP (included in Exhibit 5.1).

99.1

Press Release, issued by the Company on July 7, 2026.

99.2

Press Release, issued by the Company on July 7, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

FUELCELL ENERGY, INC.

Date: July 9, 2026

By:

/s/ Michael S. Bishop

Michael S. Bishop

Executive Vice President, Chief Financial Officer and Treasurer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2620028d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

FUELCELL ENERGY, INC.

10,714,286 Shares

Common Stock

($0.0001 par value)

Underwriting Agreement

New York, New York

July 7, 2026

Citigroup Global Markets Inc.

Barclays Capital Inc.

As Representatives of the several Underwriters,

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

FuelCell Energy, Inc., a corporation organized under

the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the

“Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number

of shares of common stock, $0.0001 par value (“Common Stock”) of the Company set forth in Schedule I hereto (said shares

to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes

to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto

(the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called

the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term

Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular

or plural as the context requires.

As used in this underwriting agreement (this “Agreement”),

the “Registration Statement” means the registration statement referred to in paragraph 1(a) hereof, including the exhibits,

schedules and financial statements and including any prospectus supplement relating to the Securities that is filed with the Securities

and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and the rules

and regulations promulgated thereunder (the “Securities Act”) and deemed part of such registration statement pursuant

to Rule 430B under the Securities Act, as amended on each Effective Date, and, in the event any post-effective amendment thereto becomes

effective prior to the Closing Date (as defined in Section 3 hereof), shall also mean such registration statement as so amended;

the “Effective Date” means each date and time that the Registration Statement and any post-effective amendment or amendments

thereto became or becomes effective; the “Base Prospectus” means the base prospectus referred to in paragraph 1(a)

hereof contained in the Registration Statement at the date hereof and at 8:30 p.m. (Eastern time), the time that this Agreement is executed

and delivered by the parties hereto (the “Execution Time”); the “Preliminary Prospectus” means any

preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) hereof which is used prior to the filing of the

Final Prospectus, together with the Base Prospectus; and the “Final Prospectus” means the prospectus supplement relating

to the Securities that is first filed pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) after the Execution

Time, together with the Base Prospectus.

Any reference herein to the Registration Statement,

the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated

by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended, and the rules

and regulations promulgated thereunder (the “Exchange Act”) on or before the Effective Date of the Registration Statement

or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein

to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the

Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document

under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary

Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference.

As used in this Agreement, the “Disclosure

Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time,

(iii) any issuer free writing prospectus, as defined in Rule 433 under the Securities Act (an “Issuer Free Writing Prospectus”),

identified in Schedule IV hereto, and (iv) any other free writing prospectus, as defined in Rule 405 under the Securities Act (a “Free

Writing Prospectus”), that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure

Package.

As used in this Agreement, the Company’s “subsidiaries”

shall refer to the Company’s significant subsidiaries, as defined by Rule 1-02 of Regulation S-K and listed in Annex A hereto.

Representations and Warranties. The Company represents and warrants to, and agrees with, to each Underwriter as set

forth below in this Section 1.

(a)

The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an automatic

shelf registration statement, as defined in Rule 405 under the Securities Act (“Rule 405”) (the file number of which

is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for the registration of the offering and sale

of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution

Time, became effective upon filing. The Company may have filed with the SEC, as part of an amendment to the Registration Statement or

pursuant to Rule 424(b), preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to

you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after

the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules

thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects

in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such

specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the

Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time,

meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement

was not earlier than the date three years before the Execution Time.

(b)                  On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b)

and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing

Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, comply in all material respects

with the applicable requirements of the Securities Act and the Exchange Act and the respective rules thereunder; on each Effective Date,

at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading;

and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Final Prospectus (together

with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,

that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement

or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company

by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus

(or any supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the

information described as such in Section 8 hereof.

(c)                  (i) The Disclosure Package and the price to the public, the number of Underwritten Securities and the number of Option Securities

to be included on the cover page of the Final Prospectus, when taken together as a whole, and (ii) each electronic road show, when taken

together as a whole with the Disclosure Package and the price to the public, the number of Underwritten Securities and the number of Option

Securities to be included on the cover page of the Final Prospectus, does not contain any untrue statement of a material fact or omit

to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made,

not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity

with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being

understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described

as such in Section 8 hereof.

(d)                  (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of

complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed

pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its

behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption

in Rule 163, and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the

Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Company agrees to pay the

fees required by the SEC relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and

otherwise in accordance with Rules 456(b) and 457(r).

(e)                  (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a

bona fide offer (within the meaning of Rule 164(h)(2)) under the Securities Act and (ii) as of the Execution Time (with such date

being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined

in Rule 405), without taking account of any determination by the SEC pursuant to Rule 405 that it is not necessary that the Company be

considered an Ineligible Issuer.

(f)

Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration

Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has

not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus

based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically

for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of

the information described as such in Section 8 hereof.

(g)                  The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration

Statement fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s

rules and guidelines applicable thereto.

(h)                  Each of the Company and its subsidiaries has been duly organized and is validly existing in good standing under the laws of the

jurisdiction in which it is chartered or organized with full power and authority to own or lease, as the case may be, and to operate its

properties and conduct its business as described in the Disclosure Package and the Final Prospectus, and is duly qualified to do business

as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the

failure to so qualify or be in good standing would not be reasonably expected, individually or in the aggregate, to have a Material Adverse

Effect (as defined below).

(i)

All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid

and non-assessable, and, except as otherwise disclosed in the Disclosure Package and the Final Prospectus and except with respect to special

purpose project subsidiaries involved in non-material sale-leaseback transactions, all outstanding shares of capital stock of the subsidiaries

are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any

other security interests, claims, liens or encumbrances.

(j)

There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus,

or to be filed as an exhibit thereto, which is not described or filed as required (and the Preliminary Prospectus contains in all material

respects the same description of the foregoing matters contained in the Final Prospectus); and the statements in the Preliminary Prospectus

and the Final Prospectus under the headings “Material United States Federal Income Tax Considerations and “Description of

Capital Stock” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate

and fair summaries of such legal matters, agreements, documents or proceedings.

(k)                  The Company is not and, immediately after giving effect to the offering and sale of the Securities and the application of the proceeds

thereof as described in the Disclosure Package and the Final Prospectus, will not be required to register as an “investment company”

as defined in the Investment Company Act of 1940, as amended.

(l)

No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection

with the transactions contemplated herein, except such as have been obtained under the Securities Act, such as may be required by the

Financial Industry Regulatory Authority, such as may be required under the rules and regulations of the Nasdaq Stock Market, and such

as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the

Underwriters in the manner contemplated herein and in the Disclosure Package and the Final Prospectus, or where the failure to obtain

or make such consent, approval, authorization, filing or order would not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect.

(m)                 Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the

fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance

upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar organizational

documents of the Company or any of its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note

agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries

is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or

decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator

or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except in the case

of clause (ii) and (iii) for any such breach, violation, lien, charge or encumbrance that would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

(n)

No holders of securities of the Company have rights to the registration of such securities under the Registration Statement and

the holders of outstanding shares of capital stock of the Company are not entitled to statutory preemptive or other similar contractual

rights to subscribe for the Securities.

(o)                  The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included in the

Preliminary Prospectus, the Final Prospectus and the Registration Statement present fairly the financial condition, results of operations

and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements

of the Securities Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis

throughout the periods involved.

(p)                  No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the

Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could

reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions

contemplated hereby or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise),

prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions

in the ordinary course of business (a “Material Adverse Effect”), except as set forth in or contemplated in the Disclosure

Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(q)                  Each of the Company and each of its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations

as presently conducted.

(r)

Neither the Company nor any subsidiary is in violation or default of (i) any provision of its charter or by-laws or similar

organizational documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement

or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject,

or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental

body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except

in the case of clauses (ii) and (iii) for any such violation or default that would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

(s)                  KPMG LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their

report with respect to the audited consolidated financial statements and schedules included in the Disclosure Package and the Final Prospectus,

are independent public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules

and regulations thereunder.

(t)

There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision

thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by

the Company of the Securities.

(u)

The Company has filed all tax returns that are required to be filed or has requested extensions thereof (except in any case in

which the failure so to file would not have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package

and the Final Prospectus (exclusive of any amendment or supplement thereto)) and has paid all taxes required to be paid by it and any

other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such tax,

assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect, except as

set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(v)                 No

labor disturbance or dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company,

is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance or dispute by the employees of any

of its or its subsidiaries’ principal suppliers, contractors or customers, that would reasonably be expected to have a Material

Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment

or supplement thereto).

(w)                 The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and

risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and fidelity

or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors

are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all

material respects; and there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any

insurance company is denying liability or defending under a reservation of rights clause where the denial of liability or coverage would

have a Material Adverse Effect; neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied

for; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final

Prospectus (exclusive of any amendment or supplement thereto).

(x)                   Except with respect to subsidiaries subject to customary project finance dividend restrictions and foreign subsidiaries, no subsidiary

of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution

on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from

transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described

in or contemplated by the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(y)

The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable

authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any written

notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in

the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth

in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(z)

The Company and its subsidiaries, taken as a whole, maintain a system of internal accounting controls for its operations sufficient

to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted

accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s

general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in XBRL included or incorporated

by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus is in compliance with the SEC’s

published rules, regulations and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal controls

over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, the Company’s and its subsidiaries internal controls over

financial reporting are effective and the Company is not aware of any material weakness in their internal controls over financial reporting.

(aa)

The Company and its subsidiaries, taken as a whole, maintain “disclosure controls and procedures” (as such term is

defined in Rule 13a-15(e) under the Exchange Act) for their operations, which disclosure controls and procedures are effective.

(bb)               The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be

expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the

Company to facilitate the sale or resale of the Securities.

(cc)

The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations

relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants

(“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required

of them under applicable Environmental Laws to conduct their respective businesses, and (iii) have not received written notice of

any actual or potential liability under any environmental law, except where such non-compliance with Environmental Laws, failure to receive

required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect,

except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

Except as set forth in the Disclosure Package and the Final Prospectus, neither the Company nor any of the subsidiaries has been named

as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,

as amended.

(dd)

In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations

and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities

(including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with

Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities

to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would

not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the

Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(ee)

None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding

standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”),

and the regulations and published interpretations thereunder with respect to a Plan, determined without regard to any waiver of such obligations

or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor,

the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect

to the employment or compensation of employees by any of the Company or any of its subsidiaries that could have a Material Adverse Effect;

or (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the

employment or compensation of employees by the Company or any of its subsidiaries that could have a Material Adverse Effect. None of the

following events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required

to be made to all Plans in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made

in the most recently completed fiscal year of the Company and its subsidiaries; (ii) a material increase in the “accumulated post-retirement

benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Company and its subsidiaries

compared to the amount of such obligations in the most recently completed fiscal year of the Company and its subsidiaries; (iii) any event

or condition giving rise to a liability under Title IV of ERISA that could have a Material Adverse Effect; or (iv) the filing of a claim

by one or more employees or former employees of the Company or any of its subsidiaries related to their employment that could have a Material

Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of

ERISA) subject to Title IV of ERISA with respect to which the Company or any of its subsidiaries may have any liability.

(ff)                  There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities

as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder

(the “Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302 and 906 relating to certifications.

(gg)                Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate

or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly,

that would result in a violation or a sanction for a violation by such person of the Foreign Corrupt Practices Act of 1977 or the U.K.

Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and

the Company and its subsidiaries have instituted and maintain policies and procedures to ensure compliance therewith. No part of the proceeds

of the offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act

2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

(hh)                The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial

recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or

similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money

Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge

of the Company, threatened.

(ii)

Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or

affiliate of the Company or any of its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on

behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United

States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S.

Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the

European Union, a member state of the European Union (including sanctions administered or enforced by His Majesty’s Treasury of

the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned

Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country

or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively,

“Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, directly or indirectly,

use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner

or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of

Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter,

advisor, investor or otherwise).

(jj)

Neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned

Person, or with or in a Sanctioned Country, since April 24, 2019, nor does the Company or any of its subsidiaries have any plans to engage

in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

(kk)

The subsidiaries listed on Annex A attached hereto are the only significant subsidiaries of the Company as defined by Rule 1-02

of Regulation S-X.

(ll)

The Company and its subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications,

trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology,

know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the

Company’s business as now conducted or as proposed in the Disclosure Package and Prospectus to be conducted. Except as set forth

in the Disclosure Package and the Final Prospectus,” (a) there are no rights of third parties to any such Intellectual Property;

(b) to the Company’s best knowledge, there is no material infringement by third parties of any such Intellectual Property; (c) there

is no pending or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s

rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such

claim; (d) there is no pending or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by others challenging

the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for

any such claim; (e) there is no pending or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by others

that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others

that, if it were to prevail, would reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any other fact

which would form a reasonable basis for any such claim; (f) to the Company’s best knowledge, there is no U.S. patent or published

U.S. patent application which contains claims that dominate any Intellectual Property described in the Disclosure Package and the Final

Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any such Intellectual

Property; and (g) there is no prior art of which the Company is aware that would render any U.S. patent held by the Company invalid

or any U.S. patent application held by the Company un-patentable which has not been disclosed to the U.S. Patent and Trademark Office.

(mm)               The statements contained in the Preliminary Prospectus and the Final Prospectus under the captions “Risk Factors —

Risks Related to our Intellectual Property and Technology Licenses” and “Business — Proprietary Rights and Licensed

Technology,” insofar as such statements summarize legal matters, agreements, documents, or proceedings discussed therein, are accurate

and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.

(nn)

Except as disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, the Company (i) does not

have any material lending or other relationship with any bank or lending affiliate of Citigroup Global Markets Holdings Inc. or Barclays

Capital Inc. and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding

debt owed to any affiliate of Citigroup Global Markets Holdings Inc. or Barclays Capital Inc.

(oo)

Any statistical and market-related data included in the Disclosure Package or the Final Prospectus are based on or derived from

sources that the Company believes to be reliable and accurate in all material respects and, to the extent required, the Company has obtained

the written consent to the use of such data from such sources.

(pp)                The Company and each of its subsidiaries have complied and are presently in compliance, in each case in all material respects, with all

privacy policies, contractual obligations and laws, statutes, judgments, orders, rules and regulations of any court or other governmental

or regulatory authority applicable to the Company and its subsidiaries, in each case, relating to the collection, use, transfer, processing,

import, export, storage, protection, disposal and disclosure by the Company or any of its subsidiaries of personal, personally identifiable,

sensitive, confidential or regulated data (“Data Security Obligations,” and such data, “Data”);

(ii) the Company and its subsidiaries have not received any written notification of or complaint regarding and are unaware of any other

facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation in any material

respect; and (iii) to the Company’s best knowledge, there is no pending or threatened action, suit or proceeding by or before

any court or governmental agency, authority or body alleging non-compliance by the Company or any of its subsidiaries with any Data Security

Obligation.

(qq)

The Company and each of its subsidiaries have taken all commercially reasonable measures necessary to protect Data

and the information technology systems used in connection with the operation of the Company’s and its subsidiaries’ businesses.

Without limiting the foregoing, the Company and its subsidiaries have used commercially reasonable efforts to establish and maintain,

and have established, maintained and implemented, information technology, information security, cyber security and data protection controls,

policies and procedures reasonably designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use,

access, disablement or misappropriation, or other compromise or misuse of any information technology system or Data used in connection

with the operation of the Company’s and its subsidiaries’ businesses (“Breach”), except in each case to

the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. Except as set forth in or contemplated

in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), there has been no such Breach,

and the Company and its subsidiaries have not been notified in writing of and have no knowledge of any event or condition that would reasonably

be expected to result in, any such Breach.

(rr)

Neither the Company nor any of its subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R.

§ 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly or indirectly, in

a “covered activity”, as that term is defined in 31 C.F.R. § 850.208 (“Covered Activity”). The Company

does not have any joint ventures that engage in or plan to engage in any Covered Activity. The Company also does not, directly or indirectly,

hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction of the management

or policies of any person or persons that engages or plans to engage in any Covered Activity.

(ss)

The Common Stock is an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under

the Exchange Act by Rule 101(c)(1) thereunder.

Any certificate signed by any officer of the Company

and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed

a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

Purchase and Sale.

(a)

Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees

to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price

set forth in Schedule I hereto, the number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule II

hereto.

(b)                  Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby

grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Securities set forth in

Schedule I hereto at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities, less an amount per

share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the

Option Securities. Said option may be exercised in whole or in part from time to time at any time on or before the 30th day after the

date of the Final Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as

to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by

each Underwriter shall be the same percentage of the total number of Option Securities to be purchased by the several Underwriters as

such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make

to eliminate any fractional shares.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option

provided for in Section 2(b) hereof shall have been exercised on or before the Business Day immediately preceding the Closing Date)

shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business

Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives

and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called

the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday,

a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New

York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against

payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire

transfer payable in same-day funds. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities

of The Depository Trust Company unless the Representatives shall otherwise instruct.

If the option provided for in Section 2(b)

hereof is exercised after the Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at

the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives

(which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against

payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire

transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing

Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters

to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as

of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale

to the public as set forth in the Final Prospectus.

Agreements. The Company agrees with the several Underwriters that:

(a)                  Except for a supplement registering shares of Common Stock for resale by Fit Energy USA LP or its affiliates, prior to the termination

of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the

Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you an electronic copy for your

review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause

the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the SEC

pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the

Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement

thereto, shall have been filed (if required) with the SEC pursuant to Rule 424(b), (ii) when, prior to termination of the offering

of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by

the SEC or its staff for any amendment of the Registration Statement, or for any supplement to the Final Prospectus or for any additional

information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any

notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company

of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution

or threatening of any proceeding for such purpose. The Company will use its commercially reasonable best efforts to prevent the issuance

of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance,

occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection,

including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially

reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b)                  If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the

Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make

the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading,

the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented;

(ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to

you in such quantities as you may reasonably request.

(c)                  If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in

circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus

as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make

the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading,

or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus

to comply with the Securities Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery

of the Final Prospectus, the Company promptly will (i) notify the Representatives of any such event, (ii) prepare and file with

the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement

which will correct such statement or omission or effect such compliance, (iii) use its commercially reasonable best efforts to have any

amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any

disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus to you in such quantities as you may

reasonably request.

(d)

As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings

statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Securities

Act and Rule 158 under the Securities Act. The Company will be deemed to have furnished such statement to its security holders and the

Representatives to the extent it is filed on the Commission’s Electronic Data Gathering Analysis and Retrieval system (“EDGAR”)

or any successor system.

(e)                  The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed electronic copies of the

Registration Statement (including exhibits thereto) and to each other Underwriter an electronic copy of the Registration Statement (without

exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including

in circumstances where such requirement may be satisfied pursuant to Rule 172), as many electronic copies of each Preliminary Prospectus,

the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request.

The Company will pay the expenses of printing or other production of all documents relating to the offering.

(f)

The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as

the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities;

provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified

or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the

Securities, in any jurisdiction where it is not now so subject.

(g)

The Company will not, without the prior written consent of Citigroup Global Markets Inc. and Barclays Capital Inc., offer, sell,

contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected

to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by

the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or

indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish

or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange

Act, any other shares of Common Stock or any securities convertible into, or exercisable for, shares Common Stock; or publicly announce

an intention to effect any such transaction, until the Business Day set forth on Schedule I hereto, provided, however, that

the Company may (A) issue the Securities as contemplated by this Agreement, (B) issue and sell Common Stock pursuant to any equity incentive

plan, employee stock purchase plan, employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect

at the Execution Time, (C) issue options, restricted stock units, performance stock units or other equity awards to acquire shares of

Common Stock granted pursuant to any Company equity incentive plan that is described in the Prospectus, as such plans may be amended,

(D) issue Common Stock issuable upon the settlement or conversion of securities or the vesting or exercise of restricted stock units,

performance stock units, options or warrants outstanding at the Execution Time, (E) file one or more registration statements on Form S-8

registering securities pursuant to the Company’s equity incentive plans, (F) file a registration statement or prospectus supplement

registering shares of Common Stock for resale by Fit Energy USA LP or its affiliates, and (G) issue or enter in an agreement to issue

shares of Common Stock or any security convertible into or exercisable for shares of Common Stock issued by the Company, in each case,

up to 5% of the fully diluted shares of Common Stock of the Company outstanding immediately following completion of this offering in connection

with a strategic commercial transaction, including, but not limited to, any shares of Common Stock issued as consideration for mergers,

acquisitions, other business combinations, joint ventures, strategic alliances and other business transactions occurring after the date

of this Agreement, and not primarily intended to raise capital between the Company and an unaffiliated third party.

(h)                  The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be

expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the

Company to facilitate the sale or resale of the Securities.

(i)

The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction

and filing with the SEC of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus,

the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing

(or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration

Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements

to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the

preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes

in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement,

any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of

the Securities, provided such fees and disbursements shall not exceed $5,000 in the aggregate; (v) the registration of the Securities

under the Exchange Act and the listing of the Securities on the Nasdaq Global Market; (vi) any registration or qualification of the

Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees

and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made

with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing fees and the reasonable documented

fees and expenses of counsel for the Underwriters relating to such filings), but in no event shall such fees exceed $20,000; (viii) the

transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective

purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel

(including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company

of its obligations hereunder.

(j)

The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter,

severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent

of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus

or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company

under Rule 433 under the Securities Act (“Rule 433”); provided that the prior written consent of the parties hereto

shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road

show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted

Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free

Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements

of Rule 164 under the Securities Act (“Rule 164”) and Rule 433 applicable to any Permitted Free Writing Prospectus,

including in respect of timely filing with the SEC, legending and record keeping.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten

Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the

part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof,

to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the

Company of its obligations hereunder and to the following additional conditions:

(a)                   The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b);

any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the SEC within the applicable

time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or

any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b)                  The Company shall have requested and caused Foley & Lardner LLP counsel for the Company, to have furnished to the Representatives

their opinion and 10b-5 statement, dated the Closing Date and addressed to the Representatives, in form and substance satisfactory to

the Representatives.

(c)

The Representatives shall have received from Duane Morris LLP, counsel for the Underwriters, such opinion or opinions and

10b-5 statement, dated the Closing Date and addressed to the Representatives, with respect to matters as the Representatives may reasonably

require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass

upon such matters.

(d)                  The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the

President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of

such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any amendments or

supplements thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and

that:

(i)              the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the

same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its

part to be performed or satisfied at or prior to the Closing Date;

(ii)

no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and

no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii)

since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the

Final Prospectus (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial

or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising

from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus

(exclusive of any amendment or supplement thereto).

(e)

The Company shall have requested and caused KPMG LLP to have furnished to the Representatives, at the Execution Time and at

the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively

as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are

independent accountants within the meaning of the Securities Act and the Exchange Act and the applicable rules and regulations adopted

by the SEC thereunder and containing statements and information of the type customarily included in accountants’ “comfort

letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure

Package and the Final Prospectus.

(f)

Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive

of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or

decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving

a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its

subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or

contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which,

in any case referred to in clause (i) or (ii) above is, in the sole judgment of the Representatives, so material and adverse as to make

it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement

(exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(g)

Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents

as the Representatives may reasonably request.

(h)

The Securities shall have been listed and admitted and authorized for trading on the Nasdaq Global Market, subject only to official

notice of issuance, and reasonably satisfactory evidence of such actions shall have been provided to the Representatives.

(i)

At the Execution Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A

hereto from each party listed in Schedule IV hereto addressed to the Representatives.

If any of the conditions specified in this Section 6

shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere

in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters,

this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the

Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6

shall be delivered at the office of Duane Morris LLP, counsel for the Underwriters, by electronic mail or at 22 Vanderbilt, 335 Madison

Avenue, New York, New York 10017, on the Closing Date.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated

because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination

pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein

or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters

severally through Citigroup Global Markets Inc. on demand for all expenses (including reasonable and documented fees and disbursements

of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Indemnification and Contribution.

(a)

The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of

each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against

any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities

Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,

damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement

of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment

thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities,

the Final Prospectus or any Issuer Free Writing Prospectus, or any materials or information provided to investors by, or with the approval

of, the Company in connection with the marketing of the offering of the Securities, including any “road show” (as defined

in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus (“Marketing Materials”), or

in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a

material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such

indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending

or preparing to defend any such loss, claim, damage, liability or action; provided, however, that the Company will not be

liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement

or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished

to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement

will be in addition to any liability which the Company may otherwise have.

(b)                  Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its

officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Securities Act

or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written

information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically

for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which

any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page

regarding delivery of the Securities and, under the heading “Underwriting” or “Plan of Distribution,” (ii) the

list of Underwriters and their respective participation in the sale of the Securities, (iii) the sentences related to concessions

and reallowances and (iv) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary

Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for

inclusion in any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any Marketing Materials.

(c)

Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified

party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying

party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability

under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results

in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying

party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above.

The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s

expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall

not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as

set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the

indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have

the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses

of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present

such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both

the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses

available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party,

(iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party

within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified

party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent

of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim,

action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified

parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional

release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a

statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. Notwithstanding the

foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for fees and expenses of counsel as contemplated by Section 8(a) hereof, the indemnifying party agrees that it shall be liable for any

settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt

by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in

accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date

of such settlement.

(d)                  In the event that the indemnity provided in paragraph ‎(a), ‎(b)

or ‎(c) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified

party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities

(including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively, “Losses”)

to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits

received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities. If the allocation provided

by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such

proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and

of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant

equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before

deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts

and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference

to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state

a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties

and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company

and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other

method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of

this paragraph ‎(d), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total

underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount

of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission

or alleged omission. Notwithstanding the provisions of this paragraph ‎(d), no person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from

any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter

within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter

shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either

the Securities Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director

of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions

of this paragraph ‎(d).

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities

agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance

of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the

respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate

amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or

Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities

which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities

set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation

to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate

without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this

Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine

in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may

be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and

any non-defaulting Underwriter for damages occasioned by its default hereunder.

10.

Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by

notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading

in the Company’s Common Stock shall have been suspended by the SEC or the Nasdaq Stock Market or trading in securities generally

on the New York Stock Exchange or the Nasdaq Stock Market shall have been suspended or limited or minimum prices shall have been established

on either of such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii)

there shall have occurred a material disruption in commercial banking or securities settlement or clearance services or (iv) there

shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other

calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical

or inadvisable to proceed with the offering or delivery of the Securities as contemplated by any Preliminary Prospectus or the Final Prospectus

(exclusive of any amendment or supplement thereto).

11.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and

other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in

full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers,

directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and

payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

12.

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives,

will be mailed, delivered, or telefaxed to Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention:

General Counsel; facsimile number: +1 (646) 291-1469 and Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention:

Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation,

Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; or, if sent to FuelCell Energy, Inc.,

will be hand delivered, delivered by overnight courier, or mailed registered or certified, return receipt requested, with postage prepaid,

to 3 Great Pasture Road, Danbury, Connecticut 06810, Attention: Amanda J. Schreiber.

13.          Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective

successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person

will have any right or obligation hereunder.

14.          Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter,

the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out

of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City

of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding,

and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company hereby appoints

Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808 as its authorized agent (the “Authorized Agent”)

upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated

herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Underwriter, the

directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly

accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents

and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the

Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment

in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service

of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by

any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter,

in any court of competent jurisdiction in Delaware.

15.

Recognition of the U.S. Special Resolution Regimes.

(a)        In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)        In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding

under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 15, “BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted

in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance

with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted

in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall

Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

16.          No

Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an

arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which

it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c)

the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent

contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments

in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on

related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature

or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

17.

Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between

the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

18.          Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New

York applicable to contracts made and to be performed within the State of New York.

19.          Waiver

of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any

and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated

hereby.

20.          Counterparts.

This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall

constitute one and the same agreement.

21.

Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding

of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent

a binding agreement among the Company and the several Underwriters.

Very truly yours,

FUELCELL ENERGY, INC.

By:

/s/ Michael S. Bishop

Name: Michael S. Bishop

Title: Executive Vice President, Chief Financial Officer and Treasurer

[Signature Page to Underwriting

Agreement]

The foregoing Agreement is hereby

confirmed and accepted as of the date

specified in Schedule I hereto.

Citigroup Global Markets Inc.

Barclays Capital Inc.

By: Citigroup Global Markets Inc.

By:

/s/ Shenwei Zhu

Name: Shenwei Zhu

Title: Managing Director

By: Barclays Capital Inc.

By:

/s/ Randy Bennett

Name: Randy Bennett

Title: Director

For themselves and the other several

Underwriters named in Schedule II to

the foregoing Agreement.

[Signature Page to Underwriting

Agreement]

SCHEDULE I

Underwriting Agreement dated July 7, 2026

Registration Statement No. 333-296607

Representatives: Citigroup Global Markets Inc. and Barclays Capital

Inc.

Title, Purchase Price and Description of Securities:

Title: Common Stock

Number of Underwritten Securities to be sold by the Company:

10,714,286

Number of Option Securities to be sold by the Company: 1,607,143

Price per Share to Public (include accrued dividends, if

any): $21.00

Price per Share to the Underwriters – total: $19.95

Closing Date, Time and Location: July 9, 2026 at 10:00 a.m. at Duane

Morris LLP, 22 Vanderbilt, 335 Madison Avenue, New York, New York 10017

Type of Offering: Non-Delayed

Date referred to in Section 5‎(g)

after which the Company may offer or sell securities issued by the Company without the consent of the Representative(s): September 7,

2026

I-1

SCHEDULE II

Underwriters

Number of Underwritten

Securities to be Purchased

Citigroup Global Markets Inc.

4,071,429

Barclays Capital Inc.

3,214,286

Oppenheimer & Co. Inc.

1,071,429

RBC Capital Markets, LLC

428,571

Goldman Sachs & Co. LLC

428,571

Canaccord Genuity LLC

428,571

B. Riley Securities, Inc.

321,429

BMO Capital Markets Corp.

321,429

Siebert Williams Shank & Co., LLC

321,429

Tuohy Brothers Investment Research, Inc.

107,142

Total

10,714,286

II-1

SCHEDULE III

Schedule of Free Writing Prospectuses included

in the Disclosure Package

None.

III-1

SCHEDULE IV

Lock-Up Parties:

Natica von Althann

Shankar Achanta

Betsy Bingham

Michael Bishop

James H. England

Jason Few

Cynthia Hansen

Matthew Hilzinger

Tyrone Michael Jordan

John Livingston

Amanda Schreiber

Donna Sims Wilson

IV-1

Form of Lock-Up Agreement EXHIBIT A

FuelCell Energy, Inc.

Public Offering of Common Stock

July [ ], 2026

Citigroup Global Markets Inc.

Barclays Capital Inc.

As Representatives of the several Underwriters,

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

This letter is being delivered to you in connection with the proposed

underwriting agreement (the “Underwriting Agreement”), between FuelCell Energy, Inc., a Delaware corporation (the “Company”),

and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock,

$0.0001 par value (the “Common Stock”), of the Company (the “Offering”).

In order to induce you and the other Underwriters to enter into the

Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc. and Barclays Capital

Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably

be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)

by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned),

directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange

Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within

the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and

regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company

or any securities convertible into, or exercisable or exchangeable for, such capital stock (the “Securities”), or publicly

announce an intention to effect any such transaction, for a period from the date hereof until 60 days after the date of the Underwriting

Agreement, other than Securities transferred or disposed of:

(i) as a bona fide gift or gifts;

A-1

(ii) by will, other testamentary document or intestate succession;

(iii) to any immediate family or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

(iv) if the undersigned is an entity, to any affiliate of the undersigned or any investment fund or other entity controlled or managed

by the undersigned in a transaction;

(v) if the undersigned is a trust, to the beneficiary of such trust;

(vi) to any corporation, partnership, limited liability company, or other business entity all of the holders of which consist of the undersigned

and/or the immediate family of the undersigned;

(vii) to the Company for the purpose of satisfying any tax withholding obligations (including estimated taxes) due as a result of the exercise

of options or as a result of the vesting of or upon the receipt of equity awards held by the undersigned;

(viii) by an order of a court or regulatory agency or by operation of law, such as pursuant to a qualified domestic order, divorce settlement,

divorce decree or separation agreement;

(ix) pursuant to a bona-fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board

of Directors of the Company and made to all holders of the Company’s capital stock involving a change of control of the Company;

(x) pursuant to an existing trading plan established prior to

the date of this letter agreement pursuant to Rule 10b5-1 of the Exchange Act, provided that no filing by the undersigned under

the Exchange Act, or other public announcement, shall be voluntarily made regarding such transfer, and if the undersigned is required

to file a report under the Exchange Act related thereto during the Lock-Up Period, such report shall disclose that such transfer was pursuant

to an existing trading plan established prior to the date of this letter agreement pursuant to Rule 10b5-1 of the Exchange Act;

provided that, in the case of clauses (i) - (vi) above, each

transferee shall execute and deliver to the Underwriters a lock-up agreement substantially in the form of this letter agreement in respect

of the remainder of the Lock-Up Period.

In addition, notwithstanding the foregoing, this letter agreement shall

not restrict the exercise, conversion or exchange, or the delivery of shares of Common Stock upon such exercise, conversion or exchange,

of any options, warrants, rights or convertible securities outstanding on the date hereof and/or granted under any employee benefit plan

of the Company (including net or cashless exercises of an option); provided that any shares of Common Stock or Securities acquired in

connection with any such exercise, conversion or exchange will be subject to the restrictions set forth in this letter agreement.

A-2

Furthermore, the undersigned may enter into any new plan established

in compliance with Rule 10b5-1 of the Exchange Act; provided that such plan does not provide for the transfer of shares of Common

Stock or other Securities during the Lock-Up Period and to the extent a public announcement or filing under the Exchange Act, if any,

is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement

or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period.

The undersigned understands that the undersigned

shall be automatically released from all obligations under this letter agreement, upon the earliest to occur, if any, of (i) the

Company notifying the Representatives in writing that it does not intend to proceed with the Offering, (ii) the Representatives notifying

the Company in writing that they have determined not to proceed with the Offering, (iii) the Underwriting Agreement (other than the provisions

thereof which survive termination) being terminated prior to payment for and delivery of the Common Stock to be sold thereunder or (iv)

the Underwriting Agreement not being executed by July 10, 2026.

Yours very truly,

By:

Name:

Title:

A-3

Annex A

Groton Station Fuel Cell, LLC

Yaphank Fuel Cell Park, LLC

Bridgeport Fuel Cell, LLC

FuelCell Energy Finance II, LLC

FuelCell Energy Finance, LLC

FuelCell Energy Opco Finance 1, LLC

FuelCell Energy Derby Finance Holdco, LLC

A-4

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2620028d1_ex5-1.htm · Sequence: 3

Exhibit 5.1

ATTORNEYS AT LAW

100 N TAMPA ST

SUITE 2700

TAMPA, FL 33602-5810

813.229.2300 TEL

813.221.4210 FAX

foley.com

July 9, 2026

FuelCell Energy, Inc.

3 Great Pasture Road

Danbury, Connecticut 06810

Ladies and Gentlemen:

We have acted as counsel to

FuelCell Energy, Inc., a Delaware corporation (the “Company”), in connection with offering by the Company of up to

12,321,429 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), pursuant to (i) the

Company’s Registration Statement on Form S-3ASR (File No. 333-296607), filed with the Securities and Exchange Commission

(the “Commission”) on June 8, 2026 (the “Registration Statement”), the base prospectus

filed as part of the Registration Statement (the “Base Prospectus”), the preliminary prospectus supplement, filed on

July 7, 2026 (the “Preliminary Prospectus”), and the final prospectus supplement, dated July 7, 2026 (the “Final

Prospectus”, together with the Base Prospectus and the Preliminary Prospectus, the “Prospectus”), and (ii)

an Underwriting Agreement, dated July 7, 2026 (the “Underwriting Agreement”), among the Company and Citigroup

Global Markets Inc. and Barclays Capital Inc., as representatives of the underwriters referenced on Schedule II thereto.

As counsel to the Company, we

have examined: (i) the Underwriting Agreement, (ii) the Registration Statement and the Prospectus, (iii) the Certificate of Incorporation

of the Company, as amended, (iv) the Third Amended and Restated By-Laws of the Company, and (v) the proceedings and actions taken by the

Board of Directors of the Company to authorize and approve the transactions contemplated by the Underwriting Agreement and the execution

and delivery of the Underwriting Agreement. We have also considered such matters of law and of fact, including the examination of originals

or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Company, certificates of officers,

directors and representatives of the Company, certificates of public officials, and such other documents as we have deemed appropriate

as a basis for the opinions set forth below. In our examination of the above-referenced documents, we have assumed the genuineness of

all electronic and manual signatures, the authenticity of all documents, certificates, and instruments submitted to us as originals and

the conformity with the originals of all documents submitted to us as copies.

The opinion expressed herein

is limited in all respects to the Delaware General Corporation Law, and we express no opinion as to the laws of any other jurisdiction.

Based upon, subject to and limited

by the foregoing, we are of the opinion that the Shares covered by the Registration Statement, when issued and paid for in the manner

contemplated in the Registration Statement, Prospectus and Underwriting Agreement, will be validly issued, fully paid, and nonassessable.

AUSTIN | BOSTON | BRUSSELS |

FuelCell Energy, Inc.

July 9, 2026

Page 2

This opinion is issued as of

the date hereof, and we assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become

aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth

herein, and no other opinion should be inferred beyond the matters expressly stated.

We consent to the filing of

this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the

“Securities Act”), as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission

on the date hereof, to the incorporation by reference of this opinion into the Registration Statement and the Prospectus and to the references

to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of

the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

FOLEY & LARDNER LLP

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620028d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

FuelCell Energy Announces Launch of Offering

of Common Stock

DANBURY, Conn., July 7, 2026 (GLOBE NEWSWIRE)

-- FuelCell Energy, Inc. (NASDAQ: FCEL) today announced the launch of an underwritten public offering of $200 million of shares of

its common stock (the “Offering”). All of the shares are being offered by FuelCell Energy. FuelCell Energy expects to grant

the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock sold in the offering at the public

offering price, less underwriting discounts and commissions. FuelCell Energy intends to use the net proceeds from the Offering, if completed,

for capital expenditures related to expansion of manufacturing capacity to support growth, working capital and general corporate purposes.

The Offering is subject to market conditions and other factors, and there can be no assurance as to whether or when the Offering may be

completed, or as to the actual size or terms of the Offering.

Citigroup and Barclays are acting as joint book-running

managers for the Offering.

A shelf registration statement on Form S-3

(333-296607) relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and became automatically

effective on June 8, 2026. The Offering may be made only by means of a prospectus supplement and accompanying prospectus. A preliminary

prospectus supplement relating to and describing the terms of the Offering will be filed with the SEC and copies of the preliminary prospectus

supplement relating to the Offering may be obtained for free by visiting the SEC’s website at www.sec.gov. When available,

copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained by contacting: Citigroup Global

Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146) and Barclays Capital

Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at

barclaysprospectus@broadridge.com. The final terms of the Offering will be disclosed in a final prospectus supplement to be filed with

the SEC.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities

in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that the

Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995 (the “PSLRA”). All statements other than statements of historical fact included in this press release are forward-looking

statements. Words such as “expects,” “anticipates,” “estimates,” “goals,” “projects,”

“intends,” “plans,” “believes,” “predicts,” “should,” “seeks,”

“will,” “could,” “would,” “may,” “forecast,” and similar expressions and variations

of such words are intended to identify forward-looking statements and are included, along with this statement, for purposes of complying

with the safe harbor provisions of the PSLRA. These forward-looking statements include, but are not limited to, statements about FuelCell

Energy’s proposed public offering and FuelCell Energy’s intention to grant the underwriters an option to purchase additional

shares. Forward-looking statements are neither historical facts, nor assurances of future performance. Instead, such statements are based

only on our beliefs, expectations, and assumptions regarding the future. The forward-looking statements contained in this press release

are subject to risks and uncertainties, known and unknown, that could cause actual results and future events to differ materially from

those set forth in or contemplated by the forward-looking statements, including, without limitation, risks and uncertainties related to,

among other things, market conditions and the demand for FuelCell Energy’s securities. These and other risks are described in greater

detail under the section titled “Risk Factors” contained in the preliminary prospectus supplement and the accompanying prospectus,

the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC.

Any forward-looking statements that the Company makes in this press release are made pursuant to the PSLRA and speak only as of the date

of this press release. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements,

whether as a result of new information, future events or otherwise.

About FuelCell Energy

FuelCell Energy, Inc. (Nasdaq: FCEL) is an American

clean energy technology company delivering continuous, scalable baseload power for mission-critical applications globally. The Company’s

fuel cell systems generate electricity directly at the point of use, enabling reliable, low-emissions power for data centers, industrial

facilities, utilities, and distributed generation customers. FuelCell Energy delivers commercially proven, modular, utility-scale systems

backed by global fuel cell deployments.

Contact:

FuelCell Energy Investor Relations

ir@fce.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2620028d1_ex99-2.htm · Sequence: 5

Exhibit 99.2

FuelCell Energy Announces Upsize and Pricing

of Offering of Common Stock

DANBURY, Conn., July 7, 2026 (GLOBE NEWSWIRE)

-- FuelCell Energy, Inc. (NASDAQ: FCEL) today announced the pricing of its underwritten public offering of 10,714,286 shares of its

common stock (the “Offering”) at a public offering price of $21.00 per share. The offering was upsized from the previously

announced offering size of $200 million of common stock. The gross proceeds to FuelCell Energy from the Offering are expected to be $225

million, before deducting underwriting discounts and commissions and other offering expenses payable by FuelCell Energy. All of the shares

are being sold by FuelCell Energy. The Offering is expected to close on or about July 9, 2026, subject to customary closing conditions.

FuelCell Energy has also granted the underwriters a 30-day option to purchase up to 1,607,143 additional shares of its common stock at

the public offering price, less underwriting discounts and commissions.

FuelCell Energy intends to use the net proceeds

from the Offering, if completed, for capital expenditures related to expansion of manufacturing capacity to support growth, working capital

and general corporate purposes.

Citigroup and Barclays are acting as joint book-running

managers for the Offering. Oppenheimer & Co., RBC Capital Markets and Goldman Sachs & Co. LLC are also acting as joint book-running

managers for the offering. Canaccord Genuity, B. Riley Securities, BMO Capital Markets, Siebert Williams Shank and Tuohy Brothers are

acting as co-managers for the Offering.

A shelf registration statement on Form S-3

(333-296607) relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and became automatically

effective on June 8, 2026. The Offering will be made only by means of a prospectus supplement and accompanying prospectus. A preliminary

prospectus supplement relating to and describing the terms of the Offering has been filed with the SEC and may be obtained for free by

visiting the SEC’s website at www.sec.gov. A final prospectus supplement relating to the Offering will be filed with the SEC. When

available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting: Citigroup, c/o

Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146) and Barclays Capital Inc., c/o Broadridge

Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at barclaysprospectus@broadridge.com.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities

in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that the

Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995 (the “PSLRA”). All statements other than statements of historical fact included in this press release are forward-looking

statements. Words such as “expects,” “anticipates,” “estimates,” “goals,” “projects,”

“intends,” “plans,” “believes,” “predicts,” “should,” “seeks,”

“will,” “could,” “would,” “may,” “forecast,” and similar expressions and variations

of such words are intended to identify forward-looking statements and are included, along with this statement, for purposes of complying

with the safe harbor provisions of the PSLRA. These forward-looking statements include, but are not limited to, statements about the expected

closing of the Offering and the anticipated use of proceeds from the Offering. Forward-looking statements are neither historical facts,

nor assurances of future performance. Instead, such statements are based only on our beliefs, expectations, and assumptions regarding

the future. The forward-looking statements contained in this press release are subject to risks and uncertainties, known and unknown,

that could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking

statements, including, without limitation, risks and uncertainties related to, among other things, market conditions and the demand for

FuelCell Energy’s securities. These and other risks are described in greater detail under the section titled “Risk Factors”

contained in the preliminary prospectus supplement and the accompanying prospectus, the Company’s Annual Report on Form 10-K and

Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. Any forward-looking statements that the Company makes

in this press release are made pursuant to the PSLRA and speak only as of the date of this press release. Except as required by law, the

Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events

or otherwise.

About FuelCell Energy

FuelCell Energy, Inc. (Nasdaq: FCEL) is an American

clean energy technology company delivering continuous, scalable baseload power for mission-critical applications globally. The Company’s

fuel cell systems generate electricity directly at the point of use, enabling reliable, low-emissions power for data centers, industrial

facilities, utilities, and distributed generation customers. FuelCell Energy delivers commercially proven, modular, utility-scale systems

backed by global fuel cell deployments.

Contact:

FuelCell Energy Investor Relations

ir@fce.com

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