.2

Share Purchase Agreement

Ballard Power Systems UK Limited

as Buyer

Ballard Power Systems Inc.

as Parent

The Sellers

Derek Bulmer

for the sale and purchase of the entire issued share capital of GeoPura Ltd

23 June 2026

Contents

Schedule

THIS AGREEMENT is made on 23 June 2026

BETWEEN:

each a Party and together, the Parties.

THE PARTIES AGREE AS FOLLOWS:

Accounts means the audited financial statements of the Group Companies (other than HyMarnham Power and HyMarnham Nottingham which are unaudited) as at and for the financial period ended on the Accounts Date;

Accounts Date means 31 March 2025;

Adhering Seller means an Exercising Optionholder who has entered into a Deed of Adherence prior to Completion;

Affiliate means, in respect of a person, any holding company, subsidiary or subsidiary undertaking of that person, or a subsidiary or subsidiary undertaking of such holding company, such terms as defined in sections 1159 and 1162 of the Companies Act 2006;

Agreed Stock Value means the VWAP of the Ballard Stock on the TSX and NASDAQ for the 30 consecutive trading days immediately preceding the date of this agreement;

All-Cash Option means each CSOP Option and SOP Option pursuant to which the applicable Optionholder will be offered only cash consideration in the event of the exercise of such CSOP Option or SOP Option and sale of the underlying Option Shares pursuant to this agreement, and which is identified as “all-cash” in column (b) of the table in Schedule 14;

All-Cash Optionholder means any Optionholder who holds an All-Cash Option;

Allocation Schedule means the written table delivered by the Sellers’ Representative (on behalf of the Sellers) to the Buyer pursuant to clause 4.8 to be in the same format as the table contained in Schedule 1;

Announcement means the initial press release in agreed form by the Parent and the Company with respect to the execution and delivery of this agreement and the Transaction;

Ballard Consideration Stock means the aggregate number of Ballard Stock equal to the amount represented by the Ballard Rollover Loan Note Amount converted to USD at the Exchange Rate divided by the Agreed Stock Value;

Ballard Rollover Loan Note Amount means £192,500,000 minus the Estimated Rollover Amount;

Ballard Rollover Loan Notes means 10% unsecured loan notes 2036 constituted by the Ballard Rollover Loan Note Instrument;

Ballard Rollover Loan Note Instrument means the deed poll executed by the Buyer constituting up to 192,500,000 10% unsecured loan notes 2036 in agreed form (for these purposes agreed form meaning having been approved by or on behalf of each Institutional Seller, the Sellers’ Representative and the Buyer;

Ballard Stock means common shares in the capital of the Parent;

Barclays means Sustainable Impact Capital Limited (a private limited company incorporated in England and Wales with company number 02052321 whose registered office is at 1 Churchill Place, London, E14 5HP);

Barclays Group means Barclays and any Affiliate of Barclays;

Business Acquisition Report means any business acquisition report required to be filed in connection with the transaction contemplated by this agreement by the Parent pursuant to Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators;

Business Plan means the document included at 2.12.2 of the Data Room;

Business Day means a day (excluding Saturdays and Sundays) on which banks generally are open in London and Vancouver, Canada for the transaction of normal banking business;

Business IPR means all Intellectual Property Rights which have been, or at Completion, are or are intended to be, used in relation to the business of any Group Company;

Business Warranties means those matters set out in Schedule 4;

Buyer Fundamental Warranties means the warranties set out in clause 7.6;

Buyer’s Account means the account of the Buyer as notified by the Buyer to the Sellers’ Representative in writing from time to time:

Buyer’s Group means the Parent, its group undertakings from time to time (including the Buyer) and all of them and each of them as the context admits and member of the Buyer’s Group shall be construed accordingly;

Buyer’s Solicitors means Ashurst LLP (with registered number OC330252) whose registered office is at London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW;

Canadian Securities Administrators means the securities regulatory authorities of all of the provinces and territories in Canada;

Canadian Securities Laws means the Securities Act (British Columbia) and all other applicable securities laws, rules and regulations and published policies thereunder or under the securities laws of any other province or territory of Canada, and the rules and policies of the TSX;

Cash means the aggregate amount of cash at bank and in hand (including but without limitation all amounts entered into any cash book or the like (by whatever name called)) (and, for the avoidance of doubt, including 50 per cent. of the cash at bank and in hand held by each of HyMarnham Power and HyMarnham Power Nottingham) but excluding Trapped Cash and cash equivalents held by the Group and any categories of non-current asset included in the column “Cash” in the Pro Forma Completion Accounts in each case as at the Effective Time, as set out in the Statement and calculated in accordance with clause 6 and on the basis of the accounting policies and procedures set out in Schedule 10 (without double counting with amounts mapped to the Working Capital Amount);

Claim means any claim pursuant to this agreement;

CLN means the convertible loan notes constituted by the CLN Instrument in issue from time to time;

CLN Conversion Condition means the condition set out in clause 3.1(f);

CLN Instrument means the convertible loan note instrument dated 12 February 2024 relating to the creation of unsecured convertible loan notes with a principal amount of £56,000,000, as amended and restated on 22 May 2025 to create further unsecured convertible loan notes with a principal amount of £27,000,000, providing a total principal amount of up to £83,000,000;

CLN Variation Deed means the note conversion implementation deed supplemental to the CLN Instrument to be entered into between the Company and the Noteholders (as defined therein) at or around the same time as this agreement;

Company means GeoPura Ltd (a private limited company incorporated in England & Wales with registered number 11855286) whose registered office is at C/O Hobsons, Alexandra Street, Nottingham, United Kingdom, NG5 1AY;

Completion means the completion of the sale and purchase of the Shares in accordance with clause 5;

Completion Accounts means the completion accounts relating to the Group as at the Effective Time, substantially in the format set out in the Pro Forma Completion Accounts, prepared in accordance with clause 6 and Schedule 10;

Completion Date means the date on which Completion occurs;

Completion Disclosure Letter means the letter dated as at the Completion Date together with the attachments thereto addressed by the Management Sellers to the Buyer, the front-end of which is in the agreed form, containing disclosures against the Completion Warranties in respect only of matters occurring or arising between the date of this agreement and Completion, and which shall be executed and delivered by the Sellers’ Representative on behalf of the Management Sellers and acknowledged by the Buyer on the Completion Date;

Completion Payment shall have the meaning given to it in clause 2.6(a);

Completion Warranties means the Business Warranties given by the Management Sellers immediately prior to Completion pursuant to clause 7.8;

Conditions means the conditions set out in clause 3.1;

Confidential Information means all information relating to any Group Company’s business, financial or other affairs (including future plans and targets of any Group Company);

Connected Person means, in relation to any person (excluding Barclays and any member of the Barclays Group), a person connected with that person at the relevant time within the meaning of sections 1122 and 1123 of the Corporation Tax Act 2010 and, in relation to Barclays, Barclays and its subsidiaries and subsidiary undertakings only;

Consideration shall bear the meaning given to such term in clause 2.5;

Contingent Consideration Amount has the meaning set out in Schedule 12;

Corporate Sellers means the Sellers other than the Individual Sellers (and, for the avoidance of doubt, includes each of the Institutional Sellers);

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CSOP means the GeoPura Ltd Company Share Option Plan (adopted by the Company on 20 October 2023) included at 2.14.1.4.2 of the Data Room;

CSOP Option means an Option granted under the CSOP;

CSOP Optionholder means those persons listed in column (a) of Schedule 14 who are listed as holding one or more CSOP Options;

CTA 2009 means the Corporation Tax Act 2009;

CTA 2010 means the Corporation Tax Act 2010;

Data Room means the online data room in relation to “Project Lightning” which is operated by Intralinks as at 12pm on 21 June 2026;

Data Room Information means the materials and information made available for inspection in the Data Room, an index of which is in the agreed form and the contents of which are contained on a USB stick to be delivered by the Sellers’ Representative to the Buyer’s Solicitors within 10 Business Days of the date of this agreement;

Data Protection Law means all applicable laws relating to data protection and privacy, including: (a) GDPR and all related national laws and regulations, including the UK Data Protection Act 2018; and (b) the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all other related national laws and regulations implementing European Directive 2002/58/EC, in each case as amended, replaced or supplemented (including in the UK by the Data (Use and Access) Act 2025);

Debt means as at the Effective Time (save in respect of (g) which shall be as at Completion), the aggregate amount of all monetary indebtedness of the Group including:

and, for the avoidance of doubt:

in each case, as set out in the Statement and prepared in accordance with clause 6 and on the basis of the accounting policies and procedures set out in Schedule 10 (without double counting with amounts mapped to the Working Capital Amount);

Deed of Adherence means the deed of adherence to this agreement (in the agreed prior to Completion);

Disclosed means disclosed in such a manner and in such detail as to enable a reasonable purchaser to identify the nature and scope of the particular fact, matter or other information and to make a reasonably informed assessment of the matter concerned;

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Effective Time means 11:59pm on the Business Day immediately prior to Completion;

Employment Securities Tax Claim has the meaning given to it in Schedule 6;

Escrow Account means the interest-bearing account of the Escrow Agent to be established and maintained pursuant to the Escrow Agreement;

Escrow Agent means JPMorgan Chase Bank, N.A ;

Escrow Agreement means the escrow agreement to be entered into between the Buyer, the Sellers’ Representative and the Escrow Agent on or before Completion, governing the terms on which the Escrow Amount is held in the Escrow Account and released in accordance with this agreement (in the agreed form prior to Completion);

Escrow Amount means £5,000,000;

Estimated Cash means the Sellers’ bona fide estimate of the Cash pursuant to clause 2.9;

Estimated Completion Statement means the written statement delivered by the Sellers’ Representative (on behalf of the Sellers) to the Buyer pursuant to clause 2.10 setting out the Sellers’ bona fide estimates of the Cash, the Debt and the Working Capital Amount;

Estimated Consideration Amount means the aggregate amount equal to:

Estimated Debt means the Sellers’ bona fide estimate of the Debt pursuant to clause 2.10;

Estimated Rollover Amount means the Sellers’ bona fide estimate of the Rollover Amount pursuant to clause 2.10;

Estimated Working Capital Amount means the Sellers’ bona fide estimate of the Working Capital Amount pursuant to clause 2.10;

Encumbrance means any legal or equitable interest of any person (including any right to acquire, option or right of pre-emption), security interest (including any mortgage, charge, pledge, lien), any right to restrict dealings (including any trust or reservation of title) and any agreement, arrangement or obligation to grant or create any of the foregoing;

Exchange Disclosure Letter means a letter dated the date of this agreement together with the attachments thereto from the Management Sellers to the Buyer disclosing specific exceptions to the Warranties (other than the Fundamental Warranties), and which has been executed and delivered on the date of this agreement and acknowledged by the Buyer;

Exchange Rate means with respect to a particular currency for a particular day, the spot rate of exchange (the closing mid-point) for the currency into the other currency on the immediately preceding Business Day as published in the London edition of the Financial Times first published thereafter, or where no such rate is published in respect

of that currency for such date at the rate quoted by the Bank of England as at the close of business in London on such immediately preceding Business Day;

Exercise Options means those Options which an Exercising Optionholder exercises pursuant to the Option Exercise Documents and which is identified as such to the Buyer at the same time as delivery of the Allocation Schedule;

Exercising Optionholder means those Optionholders who elect to exercise some or all of their Options immediately prior to Completion in accordance with the terms of their Options and the Option Exercise Documents;

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[REDACTED – contains commercially sensitive information -- disclosure would be materially prejudicial to the interests of the reporting issuer];

Firm shall have the meaning given to such term in clause 6.8;

Fundamental Warranties means the warranties set out in clauses 7.1, 7.2, 7.3 and 7.4;

Fundamental Warranty Claim means a claim in respect of a breach of the Fundamental Warranties;

GDPR means as applicable the General Data Protection Regulation (EU) 2016/679 (EU GDPR) or the EU GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019;

[REDACTED – contains commercially sensitive information -- disclosure would be materially prejudicial to the interests of the reporting issuer];

Group means the Company and the Subsidiaries (including HyMarnham Power and HyMarnham Power Nottingham) and Group Company and member of the Group means any one of them;

GeoPura Denmark means GeoPura (Europe) ApS (registered number 45779459) whose registered office is at Saturnvej 11, 6000 Kolding;

HMRC means His Majesty’s Revenue and Customs and, where relevant, any predecessor body which carried out part of its functions;

Hydrogen Facility means the hydrogen production facility owned and operated by HyMarnham Power Nottingham and located at HyMarnham Green Energy Park, Newark;

HyMarnham Power means HyMarnham Power Limited (a private limited company incorporated in England and Wales with registered number 15088354) whose registered office is at Bella Vista Farm Hartcliffe Road, Penistone, Sheffield, United Kingdom, S36 9FN;

HyMarnham Power Nottingham means HyMarnham Power (Nottingham) Limited (a private limited company incorporated in England and Wales with company number 15584994) whose registered office is at Bella Vista Farm Hartcliffe Road, Penistone, Sheffield, United Kingdom, S36 9FN;

[REDACTED – contains commercially sensitive information -- disclosure would be materially prejudicial to the interests of the reporting issuer];

[REDACTED – contains commercially sensitive information -- disclosure would be materially prejudicial to the interests of the reporting issuer];

HyMarnham Project means the operational low carbon hydrogen production facility located at Hymarnham Green Energy Park, Newark;

IAS Regulation means EC Regulation No. 1606/2002 of the European Parliament and the Council of 19 July 2002 on the application of international accounting standards;

IFRS means the international accounting standards, within the meaning of the IAS Regulation, as adopted from time to time by the European Commission in accordance with that Regulation or, as the case may be, UK adopted international accounting standards;

Individual Sellers means the Sellers who are natural persons;

Initial Consideration shall have the meaning ascribed to it in clause 2.5;

Institutional Sellers means each of Barclays, General Motors Ventures LLC, Siemens Energy Limited, Swift UK2 Bidco Limited and NWF;

Intellectual Property means patents, utility models, rights in inventions, trade marks, service marks, rights in trade names, business names, logos, get-up and trade dress, goodwill and the right to sue for passing off, copyright, design rights, database rights, semiconductor topography rights, rights in domain names and URLs, rights in confidential information (including trade secrets and Knowhow) and all other similar or equivalent rights in any part of the world, in each case whether registered or unregistered, including all applications and rights to apply for and be granted registered rights;

ITEPA 2003 means the Income Tax (Earnings and Pensions) Act 2003;

Interim Period means the period from (and including) the date of this agreement up to (and including) the Completion Date;

J G Pears means J G Pears (Holdings) Limited (a private limited company incorporated in England and Wales with company number 02892602) whose registered office is at Bella Vista Farm Hartcliffe Road, Penistone, Sheffield S36 9FN;

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Key Personnel means each of:

Knowhow means non-trivial industrial and commercial information and techniques, in each case in any form not in the public domain, and including drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;

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LT(C)A 1995 means the Landlord and Tenant (Covenants) Act 1995;

Lock-in Agreements means the lock-in agreement in the agreed form entered into between each Seller (and, where applicable, such Affiliate of a Seller nominated by such Seller under the Transaction Documents) and the Parent;

Longstop Date means:

in each case, or such later date as the Buyer, the Parent, the Sellers’ Representative and each Institutional Seller may agree in writing;

Management Sellers means GeoGreen Power Limited, Andrew Cunningham and DB;

Management Proportionate Share means, in respect of each Management Seller, the proportion (expressed as a percentage) that such person’s Seller’s Proportionate Share bears to the aggregate Seller’s Proportionate Shares of all the Management Sellers, as amended (if applicable) by reference to the Allocation Schedule;

Material Contracts means those:

Mixed SOP Option means each SOP Option which is not an All-Cash Option, and which is to be exercised as to more than 30% of the underlying Shares (or such other percentage as may be agreed between the Company, the Buyer and Parent) and which is identified as such to the Buyer at the same time as delivery of the Allocation Schedule;

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[REDACTED – contains commercially sensitive information -- disclosure would be materially prejudicial to the interests of the reporting issuer];

NASDAQ means the Nasdaq Stock Market;

NI 52-109 shall have the meaning ascribed to it in paragraph 1.4 of Schedule 5;

NSIA 2021 means the National Security and Investment Act 2021;

Non-Institutional Sellers means the Sellers other than the Institutional Sellers;

NSIA Authority means the Secretary of State as defined in clause 3.1(a)(i), where applicable acting through the Investment Security Unit within the UK Government’s Cabinet Office;

NWF means National Wealth Fund Limited (a private limited company incorporated in England and Wales with company number 06816271 whose registered office is at 2 Whitehall Quay, Leeds, United Kingdom, LS1 4HR);

Option means a right to acquire Ordinary Shares granted to each Optionholder under the CSOP or the SOP or, in the case of the LH Option, a standalone option agreement, details of which are set out in Schedule 14.

Option Exercise Documents means the documents including a letter and form of election and exercise notice pursuant to which the Exercising Optionholders will exercise their respective Exercise Options immediately prior to and conditional upon Completion, and which among other things contains a power of attorney for the benefit of the Company allowing the Exercising Optionholders’ Option Shares to be sold to the Buyer pursuant to the terms of this agreement, and (where not barred from making such election under section 431(6) of the ITEPA 2003) a Section 431 Election signed by the Exercising Optionholder or their duly authorised attorney in respect of the Option Shares, and a Deed of Adherence (in each case in the agreed form prior to Completion);

Option Exercise Price means the aggregate amount payable by each Exercising Optionholder to the Company on the exercise of their respective Exercise Options, as set out in part 2 of schedule 1;

Option Shares means the Shares to be issued to the Exercising Optionholders immediately prior to Completion and sold pursuant to this agreement;

Option Tax Liability means the amount of any income tax, primary class 1 (employee’s) National Insurance contributions, and (to the extent legally permissible) any other taxes or levies or social security contributions (excluding, for the avoidance of

doubt, employer’s National Insurance contributions) in respect of which the Company (or any other person other than the Exercising Optionholder) is liable to account to HMRC or any other Taxation Authority as a consequence of, or in connection with, the exercise of the Options;

Optionholders means those persons listed in column (a) of the table in Schedule 14;

Ordinary Share means an ordinary share of £1 each in the capital of the Company;

Owned Business IPR means Business IPR which is owned by any Group Company, including the Proprietary Software;

Owned Registered IPR means all Owned Business IPR that is registered or the subject of applications for registration;

Parent Additional Warranties means those matters set out in Schedule 5;

Parent Fundamental Warranties means the warranties set out in clause 7.5;

Parent Guarantee means the deed of guarantee in the agreed form to be delivered by the Parent to the Sellers’ Representative on the date of this agreement.

Parent Material Adverse Effect Event means any event, development or change that has had or is reasonably likely to result in a material adverse effect on the financial condition, prospects or results of operation of the Buyer’s Group (taken as a whole), other than any event, development or change relating to or arising out of;

Parent Public Documents means (i) all forms, documents and reports required to be filed or furnished by the Parent with the Canadian Securities Administrators in the last three years and (ii) all forms, statements, certifications, documents and reports required to be filed or furnished by the Parent with the SEC pursuant to the U.S. Exchange Act or the U.S. Securities Act in the last three years;

PAYE means pay as you earn, the system requiring employers to deduct income tax from employees’ salary (or an equivalent withholding system in any overseas jurisdiction);

Paying Agent means JPMorgan Chase Bank, N.A. or such other person as the Sellers may notify to the Buyer in writing from time to time, provided that any such change of Paying Agent shall not take effect until the 10th Business Day after receipt of such notice by the Buyer;

Paying Agent’s Account means the account of the Paying Agent the details of which shall be provided by the Sellers’ Representative to the Buyer on or before delivery of the Allocation Schedule;

Payroll Taxes includes any income tax (including PAYE), national insurance contributions (including both employee’s and employer’s national insurance contributions) and any apprenticeship levy or growth or skills levy;

Permit means a permit, licence, consent, approval, certificate, qualification, specification, registration and other authorisation and a filing of a notification report or assessment necessary in any jurisdiction for the proper and efficient operation of each Group Company’s business, its ownership, possession, occupation or use of an asset or the execution and performance of this agreement;

Price Per GeoPura Share means, solely for the purposes of calculating the Rollover Amount and the RSU Rollover Agreement, and save as otherwise agreed between the Sellers and the Buyer, the price per Ordinary Share determined by reference to the formula below and application of article 6.1 of the Company’s articles of association:

Projects means the HyMarnham Project, Tilbury Project and Croft Farm Project;

Pro Forma Completion Accounts means the pro forma completion accounts in the format set out in Part 1 of Schedule 11, to be prepared in accordance with clause 6 and the accounting policies and procedures set out in Schedule 10;

Properties means the properties described in Schedule 9 or any part or parts thereof and Property shall mean any one of them;

Proprietary Software means all software (including source code and object code, and in all releases and versions) that has been developed (or is under development) by or on behalf of a Group Company or in connection with the business of the Group, or which constitutes or forms part of any of its products or services, together with all supporting documentation;

Related Person(s) means:

Relief means any allowance, credit, exemption, deduction, set-off, or relief from or in computing Tax or any right to the repayment of Tax;

Rolling/Exercise Power of Attorney means the power of attorney (which may be incorporated into the terms of the Option Exercise Notice and/or the RSU Rollover Agreement) authorising any director of the Company to execute this agreement (where applicable) and any other document relating to the contents of this agreement to which the relevant Optionholder is or will be a party and, in the case of an Exercising

Optionholder, to sell such Option Shares to the Buyer on their behalf (in the agreed form prior to Completion);

Rollover Amount means the sum (expressed in pounds sterling) equal to £X, where

X = the Price Per GeoPura Share multiplied by the aggregate number of Options released by the RSU Optionholders in exchange for the grant of restricted share units over shares in the capital of the Parent pursuant to the new Ballard Restricted Share Unit Plan pursuant to the RSU Rollover Agreements;

Rollover RSU Optionholder means a SOP Optionholder who has entered into the RSU Rollover Documents (including through their duly authorised attorney) in respect of some or all of their SOP Options and is identified as such to the Buyer at the same time as delivery of the Allocation Schedule;

RSU Rollover Agreement means for each Rollover RSU Optionholder, an agreement entered into between the Parent, the Company, and the Rollover RSU Optionholder (or their duly authorised attorney) pursuant to which the applicable Option held by such Rollover RSU Optionholder is released in exchange for the grant of restricted share units over shares in the capital of the Parent pursuant to a new Ballard Restricted Share Unit Plan (such number of shares to be subject to the restricted share unit award to be calculated by reference to the Agreed Stock Value and value of an Ordinary Share (and for the avoidance of doubt, the value of which will be limited to the gain on the Options which are being released under the RSU Rollover Agreement calculated as the delta between: (i) the Price Per GeoPura Share multiplied by the number of Ordinary Shares subject to the released part of the Options; and (ii) the aggregate exercise price of the released part of the Options), and such award to vest 12 months from Completion) (in the form to be agreed form prior to Completion);

RSU Rollover Documents means the Rolling/Exercise Power of Attorney and the RSU Rollover Agreement;

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SEC means the United States Securities and Exchange Commission;

Section 431 Election means an election entered into under section 431 ITEPA 2003, disapplying all restrictions applicable to the underlying securities;

Seller’s Proportionate Cash has the meaning given in clause 4.7(b);

Seller’s Proportionate Share means the percentage amount set out in column 3 of the table at Schedule 1, as amended (if applicable) by reference to the Allocation Schedule;

Sellers’ Representative means Andrew Cunningham of Manor Farm, Costock Road, Wysall, Nottinghamshire, NG12 5QT, appointed by and acting on behalf of the Non-Institutional Sellers;

Sellers’ Representative Expense Fund means the sum of £150,000;

Sellers’ Solicitors means Winston Taylor International LLP of 5 New Street Square, London EC4A 3TW;

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Shareholders’ Agreement means the subscription and shareholders’ agreement relating to the Company dated 2 February 2023, entered into between (i) the Subscribers, (ii) the Noteholders, (iii) Andrew Cunningham, (iv) Existing Shareholders; and (v) the Company (each as defined therein);

Shares means the entire issued share capital of the Company immediately prior to Completion;

SOP means the GeoPura Ltd Non-Tax Favoured Share Option Plan adopted by the Company on 27 September 2023;

SOP Option means an Option granted under the SOP;

SOP Optionholder means those persons listed in column (a) of Schedule 14 who are listed as holding SOP Options;

Statement means a document in the format set out in Part 2 of Schedule 11, to be prepared in accordance with clause 6 and the accounting principles and procedures set out in Schedule 10;

Subscription and Noteholder Letter means the subscription and noteholder letter relating to the CLNs dated 22 May 2025 between the Company and the Noteholders (as defined therein);

Subsidiary means a subsidiary undertaking of the Company specified in Schedule 3 and Subsidiaries means all those subsidiary undertakings;

Subrogation Waiver has the meaning given to it in clause 8.1(a);

Swen means Swift UK2 Bidco Limited (a private limited company incorporated in England and Wales with company number 14019201 whose registered office is at C/O Fieldfisher Riverbank House, 2 Swan Lane, London, United Kingdom, EC4R 3TT);

Target Group Material Adverse Effect Event means any event, development or change that has had or is reasonably likely to have, a material adverse effect on the financial condition, prospects or results of operation of the Group (taken as a whole), other than any event, development or change relating to or arising out of:

Target Working Capital Amount means £58,149,008;

Tax or Taxation means any tax, and any duty, contribution, impost, withholding, levy or charge in the nature of tax, whether domestic or foreign, and any fine, penalty, surcharge or interest connected therewith and includes corporation tax, income tax (including income tax required to be deducted or withheld from or accounted for in respect of any payment), national insurance and social security contributions, capital gains tax, inheritance tax, value added tax, customs excise and import duties, stamp duty, stamp duty reserve tax, stamp duty land tax, insurance premium tax, air passenger duty, rates and water rates, land fill tax, petroleum revenue tax, advance petroleum revenue tax, gas levy, climate change levy and any other payment whatsoever which any person is or may be or become bound to make to any person and which is or purports to be in the nature of taxation;

Tax Covenant Claim means a claim under clause 2.1 of the Tax Deed;

Tax Deed means a deed of covenant between the Buyer and the Management Sellers in the agreed form;

Tax Warranties means the warranties in paragraphs 20.1 to 20.33 of Schedule 4;

Taxation Authority means any local, municipal, governmental, state, federal or fiscal, revenue, customs or excise authority, body, agency or official anywhere in the world having or purporting to have power or authority in relation to Tax including HMRC;

Taxation Statutes means all statutes, statutory instruments, orders, enactments, laws, by-laws, directives and regulations, whether domestic or foreign decrees, providing for or imposing any Tax, and shall include any relevant predecessor legislation where that legislation was on substantially the same terms;

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Tilbury Project means the 1MW hydrogen production facility currently in development and located at the Port of Tilbury;

Trapped Cash means, as at the Effective Time, any cash or cash equivalents which is either:

Transaction means the transaction(s) contemplated by this agreement and each of the other Transaction Documents;

Transaction Documents means this agreement together with any other documents referred to in this agreement;

TSX means the Toronto Stock Exchange;

TSX Approval Condition means receipt of the TSX’s conditional approval letter conditionally approving the transaction contemplated by this agreement, the listing of the Ballard Consideration Stock issuable immediately following Completion, and any other transactions contemplated by this agreement requiring the approval of the TSX, subject only to the Parent fulfilling the TSX’s customary final listing requirements;

UK Government Entity means:

U.S. Exchange Act means the Securities Exchange Act of 1934, as amended;

U.S. Securities Act means the Securities Act of 1933, as amended;

U.S. Securities Laws means the U.S. Securities Act, the U.S. Exchange Act and all other applicable United States federal and state securities laws, rules and regulations and published policies thereunder, and the rules and policies of NASDAQ;

VWAP means, in respect of the Ballard Stock for any trading day, the volume weighted average price of the Ballard Stock on the TSX and the NASDAQ for such trading day, as reported by Bloomberg;

W&I Insurance Policy means the warranty and indemnity insurance policy entered into between the Buyer and the W&I Insurer in relation to this agreement;

W&I Insurer means Icen Risk Limited;

Warranties means the Fundamental Warranties and the Business Warranties;

Warranty Claim means a claim in respect of a breach of the Warranties;

Workers means the employees, directors, officers, workers and self-employed contractors of the Group; and

Working Capital Amount means the aggregate value (which may be positive or negative) of the current assets of the Group less the aggregate amount of the current liabilities of the Group (in each case as at the Effective Time) comprising those line items set out in the column ‘Working Capital Amount’ in the Pro Forma Completion Accounts (to the extent they do not constitute Cash, Debt, in each case, as at the Effective Time, as set out in the Completion Accounts) and prepared in accordance with clause 6 and on the basis of policies and procedures set out in Schedule 10.

(a) to (f) together, the Initial Consideration,

(together with the Initial Consideration, the Consideration).

(the Completion Payment) in accordance with clause 2.15;

the Buyer; (ii) determined by a court of competent jurisdiction in favour of the relevant Seller (or otherwise not in favour of the Buyer); (iii) settled on terms which result in the amount agreed to be paid by the relevant Seller being less than the amount set off pursuant to the Provisional Determination, then the Buyer shall, within ten (10) Business Days of such withdrawal, discontinuation, determination or settlement (as applicable), pay to the relevant Seller an amount equal to:

in each case together with any interest accrued on such amount from the date on which the relevant set off was applied to the date of payment by the Buyer to the relevant Seller.

(the NSIA Condition);

would be materially prejudicial to the interests of the reporting issuer] having been obtained unconditionally or on terms acceptable to the Buyer (acting reasonably and in good faith), where the failure to obtain such a clearance would render the Buyer or Seller liable to potential civil or criminal sanction or penalty or make the Transaction or any part of it or any matter arising from it invalid (the Merger Control Condition, and together with the NSIA Condition, the Regulatory Conditions);

desirable or necessary, permit the Sellers’ Representative and/or representatives of the Company to attend and participate in such meeting, hearing or call;

willing to provide or procure the provision of the Required Funding (whether by way of a loan facility or otherwise on terms to be agreed between the Buyer, the Parent and the Company, each acting reasonably and in good faith) (a Buyer Funding Offer).

shareholders of the Company immediately prior to Completion (including the number and class of shares held by each), and conversion of all convertible instruments, including the CLNs, and issue of all of the Exercise Options; and (ii) the list of Exercise Options, Mixed SOP Options and Rollover RSU Optionholders and the extent to which their SOP Options will be released and exchanged).

the Buyer shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Sellers under this agreement or otherwise) to elect by notice in writing to the Sellers not to complete the purchase of the Shares, in which event this agreement shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior to termination shall continue to subsist including those under this clause 4.11 and clauses 1, 11, 12, 15 and 19 to 26 (inclusive).

the Sellers’ Representative (on behalf of the Non-Institutional Sellers) and the Institutional Sellers (acting together) shall be entitled (in addition and without prejudice to any other rights or remedies the Sellers may have against the Buyer and/or Parent under this agreement or otherwise) to elect, by notice in writing to the Buyer and Parent, not to complete the sale of the Shares, and upon any such notice being given by the Sellers’ Representative, this agreement shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior to termination shall continue to subsist including those under this clause 4.12 and clauses 1, 11, 12, 15 and 19 to 26 (inclusive).

subject to the CLN Conversion Condition having been satisfied in accordance with clause 3 on or prior to such date.

Option Tax Liability and the Option Tax Liability to be withheld under clause 5.6 by such Exercising Optionholder to the Company;

Put and Call Agreement, to such nominated Affiliate) representing the Ballard Consideration Stock, in accordance with the registration instructions specified in column 4 of the table in Part I of Allocation Schedule (or as otherwise notified to the Buyer and the Parent under the Transaction Documents);

together the Aggregate Option Exercise Amount) and each Exercising Optionholder agrees that the Aggregate Option Exercise Amount so payable to the Company in respect of any Exercising Optionholder shall be deducted from the cash amount otherwise payable to that Exercising Optionholder for their Option Shares as set out above and paid to the Company on their behalf on the date of Completion, and the Buyer agrees to procure that the Company or relevant Group Company shall pay any Option Tax Liability to the relevant Taxation Authority.

in each case, within 20 Business Days of the Sellers’ notice of non-acceptance pursuant to clause 6.4 (or such other time as the Sellers’ Representative and the Buyer may agree in writing). Without limiting the foregoing, the Sellers’ Representative shall: (A) notify each Institutional Seller in writing as soon as reasonably practicable (and in any event within two Business Days) of any proposed adjustments to the draft Completion Accounts and the draft Statement under discussion with the Buyer pursuant to this clause 6.6(c); and (B) afford each Institutional Seller five Business Days from receipt of such notification to notify the Sellers’ Representative in writing whether it accepts or does not accept such proposed adjustments. If any Institutional Seller fails to notify the Sellers’ Representative of its acceptance or non-acceptance of any proposed adjustment within such five Business Day period, that Institutional Seller shall be deemed to have accepted such proposed adjustment for the purposes of this clause 6. The Sellers’ Representative shall not agree to any proposed adjustment to the draft Completion Accounts and the draft Statement unless and until each Institutional Seller has either accepted (or been deemed to have accepted) such proposed adjustment in accordance with this clause 6.6(c). If any Institutional Seller notifies the Sellers’ Representative of its non-acceptance of a proposed adjustment

within such five Business Day period, the Sellers’ Representative shall not agree to that proposed adjustment with the Buyer. The decision whether to accept any adjustments to the draft Completion Accounts and the draft Statement shall otherwise remain with the Sellers’ Representative (acting on behalf of all Sellers).

then the draft Completion Accounts and the Statement (incorporating any agreed adjustments) shall constitute the Completion Accounts and the Statement for the purposes of this agreement.

(together the Permissions) which has not already been obtained in writing by the Parent on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitled to revoke the same other than by reason of any misrepresentation or misstatement) and which has been disclosed in writing to the Sellers;

recourse from the Sellers without the prior written consent of the Sellers’ Representative and each Institutional Seller or (ii) otherwise increase the liability of any Seller in any way.

provided that the information in paragraphs (a) through (c) (inclusive) shall initially be provided on a monthly basis through December 31, 2026, and further provided that the information in sub-clause (d) is required to be provided after December 31, 2026, based on the Parent’s audited annual financial statements; and

for the relevant period set out in clauses 10.1(a) or 10.1(b), attempt or knowingly assist or procure any person to do any of the foregoing things.

accordingly the benefit of the undertakings may be assigned by the Buyer and its successors in title without the consent of the Covenantors.

(collectively, Confidential Information).

aware of the restrictions imposed by this clause 11 and ensures that such person strictly complies with that party’s obligations under this clause 11 as if those obligations were directly imposed on that person, and the disclosing party shall be responsible for any failure by any such person to comply with such obligations; and (ii) the UK Prudential Regulation Authority and/or the UK Financial Conduct Authority or any other regulatory or government body and, in each case, any successors thereto, where required to be disclosed by applicable law or regulatory requirements; and/or when such regulatory or other governmental body would reasonably be expected to be contacted in connection with such Confidential Information, and where disclosed pursuant to (ii), noting the strictly confidential nature of the Confidential Information;

a meaningful opportunity to review and comment on (within five Business Days of receipt of a draft), and give due consideration to reasonable comment on, any press release or other public statement or comment prior to the issuance of such press release or other public statement or comment relating to this agreement or the transactions contemplated hereby.

mutandis in respect of each such Seller as if references therein to “Non-Institutional Seller” were references to “Seller”, provided that the authority conferred by this clause shall be limited to those matters in respect of which this agreement expressly provides for the Sellers’ Representative to act on behalf of all Sellers. The provisions of this clause 13.7 and, for the avoidance of doubt, references to “on behalf of all Sellers” shall not apply to Barclays (it being acknowledged by the Sellers that Barclays does not have a separate contractual right where the phrase “Sellers’ Representative (on behalf of all Sellers)” is used unless expressly stated ). For the avoidance of doubt, the provisions of this clause 13.7 (and the provisions of clauses 13.1 to 13.6 as applied mutatis mutandis by this clause 13.7) shall not permit the Sellers’ Representative to amend or vary any term of this agreement otherwise than in accordance with clause 20.

assignment by the Parent, the Sellers’ Representative and each Institutional Seller, save that:

provided that, in the case of an assignment pursuant to sub-clause (a) or (b) or (c) above, the liability of any party to such an assignee shall not be greater than it would have been had such an assignment not taken place, and all the rights, benefits and protections afforded to a party shall continue to apply to the benefit of that party as against the assignee as they would have applied as against the person who is a party to this agreement.

Unless expressly otherwise provided in this agreement or the Tax Deed each of the Parties shall bear its own legal, accountancy and other costs, charges and expenses connected with the sale and purchase of the Shares and the negotiation, execution and implementation of the Transaction Documents. All stamp, transfer, registration, sales and other similar Taxes payable on the transfer of the Shares and/or the assets from the

Seller’s Group to the Buyer unless expressly otherwise provided pursuant to this agreement or the Tax Deed shall be paid by the Buyer.

The terms of this agreement (insofar as not performed at Completion and subject as specifically otherwise provided in this agreement) shall continue in force after and notwithstanding Completion.

Each party on behalf of itself and as agent for each of its Related Persons acknowledges and agrees with the other parties (each such party acting on behalf of itself and as agent for each of its Related Persons) that:

provided that the provisions of this clause 19 shall not exclude any liability which any of the Parties or, where appropriate, their Related Persons would otherwise have to any other Party or, where appropriate, to any other Party’s Related Persons or any right which any of them may have in respect of any statements made fraudulently by any of them prior to the execution of this agreement or any rights which any of them may have in respect of fraudulent concealment by any of them.

This agreement may be varied only by a document signed by or for and on behalf of the Sellers’ Representative, each Institutional Seller, the Buyer and the Parent.

as interpreted in light of any Frequently Asked Questions or other guidance from the Federal Reserve Board.

If any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction:

shall not be affected or impaired in any way.

and shall be deemed to have been duly given or made as follows:

provided that if, in accordance with the above provisions, any such notice, demand or other communication would otherwise be deemed to be given or made after 5.00 p.m. on a Business Day such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. on the next Business Day.

AS WITNESS whereof this agreement has been executed on the date first above written.

Schedule 1

Particulars relating to the Sellers and Optionholders

Part I – The Existing Sellers