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Exhibit 10.1

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EXECUTION VERSION

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GENERATE PPL SPV I, LLC

555 De Haro Street, Suite 300

San Francisco, CA 94107

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June 2, 2021

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Plug Power Inc.

Emerging Power Inc.

Emergent Power Inc.

Plug Power Hydrogen Holdings, Inc.

Plug Power ELX Holdings, Inc.

United Hydrogen Group Inc.

Giner ELX Sub, LLC

968 Albany Shaker Road

Latham, NY 12110

Attention: Paul Middleton

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Ladies and Gentlemen:

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We refer to that certain Loan and Security Agreement, dated as of March 29, 2019 (as amended by the First Amendment to Loan and Security Agreement, dated as of March 29, 2019, the Second Amendment to Loan and Security Agreement, dated as of August 6, 2019, the Third Amendment to Loan and Security Agreement, dated as of September 6, 2019, the Fourth Amendment to Loan and Security Agreement, dated as of November 27, 2019, as amended by the Fifth Amendment to Loan and Security Agreement, dated as of May 6, 2020, the Sixth Amendment to Loan and Security Agreement, dated as of May 13, 2020, the Seventh Amendment to Loan and Security Agreement, dated as of June 18, 2020, the Eighth Amendment to Loan and Security Agreement, dated as of June 22, 2020 and the Ninth Amendment to Loan and Security Agreement, dated as of July 9, 2020 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Letter Agreement (as defined below), the “Loan Agreement”), among PLUG POWER INC., a Delaware corporation (“Plug Power”), EMERGING POWER INC., a Delaware corporation (“Emerging”), EMERGENT POWER INC., a Delaware corporation (“Emergent”) and the other Borrowers from time to time party thereto (collectively, “Borrower” or “you”), and GENERATE PPL SPV I, LLC, as assignee of Generate Lending, LLC (“Lender”, “we” or “us”), as lender.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. This letter is referred to as this “Letter Agreement” and this Letter Agreement shall be a Loan Document.

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Plug Power France Transaction – Consent

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You have informed us that, on or around the date hereof, (i) on or around the date hereof Plug Power will enter into a joint venture agreement with Renault SAS (together with its wholly-owned subsidiaries, “Renault SAS”) for the purpose of documenting your and their industrial cooperation, (ii) you will form a wholly-owned subsidiary organized under the laws of France (“Plug Power France SAS”)), (iii) you, indirectly through Plug Power France SAS, and Renault will form a joint venture corporation organized under the laws of France (“JV France SAS”), which will be owned 50% by you (indirectly through Plug Power France SAS) and 50% by Renault, and (iv) you will invest (A) initial cash capital in JV France SAS of approximately € 2 million and (B) from time to time, additional cash capital proportionate to your ownership interest in JV France SAS, determined by you and Renault to be necessary, appropriate or advisable to support the development, operations and activities of JV France SAS.   The transactions described in the preceding sentence, together with such ancillary activities and actions required or advisable to effect and consummate such transactions are referred to, collectively, as “Plug Power France Transactions”.

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We agree that, notwithstanding anything to the contrary in the Loan Agreement, (i) the Investments contemplated under the Plug Power France Transactions, whether direct or indirect, whether is cash or otherwise and whether as capital stock or other equity or debt interest, in Plug Power France SAS and / or JV France SAS are and shall be deemed to be “Permitted Investments” so long as such Investments do not, without our prior consent, exceed € 80 million in the aggregate during the term of the Loan Agreement, (ii) JV France SAS shall be deemed to be not a Subsidiary of Plug Power or any of its Subsidiaries, (iii) Borrowers are not required (A) to take any action under the laws of France to create or perfect (or take similar actions) the Lien granted by the Borrowers in the capital stock of Plug Power France SAS or (B) to deliver certificates evidencing such capital stock to Lender, except if an Event of Default has occurred and is continuing, upon Lender’s demand therefor, and (iv) for the avoidance of doubt, so long as Plug Power owns directly or indirectly through one or more Borrowers the capital stock of Plug Power France SAS, nothing in the Loan Agreement shall prohibit a transfer of such capital stock from any Borrower to any other Borrower.

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YW Investment  - Consent

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You have informed us that in accordance with the terms of that certain Loan Agreement (the “Development Loan Agreement”) between a newly formed Delaware limited liability company, which will be a direct or indirect wholly-owned subsidiary of Plug Power, (“Plug Power Capital”), a controlled subsidiary of the clean energy sponsor previously identified to you and the project company previously identified to you, which is a Delaware limited liability company (“Specified Project Company”), Plug Power Capital will lend to Specified Project Company one or more term loans with an aggregate principal amount that will not exceed $75,000,000 on the terms set forth in the Development Loan Agreement (the transactions contemplated under the Development Loan Agreement, including making such loan and exercising the rights and remedies in its capacity as the collateral agent and lender contemplated thereunder and under the “Collateral Documents” as defined in therein, the “Specified Development Investment”).

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We agree that, notwithstanding anything to the contrary in the Loan Agreement, the Specified

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Development Investment is and shall be deemed to be a “Permitted Investment” so long as the maximum amount advanced by Plug Power Capital (or Plug or any of its Subsidiaries) under the Development Loan Agreement does not exceed 110% of the maximum amount set forth in the immediately preceding paragraph (excluding any amounts advanced or deemed advanced in the exercise of any rights or remedies of the collateral agent or the lender under the Development Loan Agreement or any “Transaction Document” as defined therein).

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We agree that this Letter Agreement shall constitute all required notice under the Loan Agreement of the fact that Plug Power Capital has been formed and is a Subsidiary of Plug Power.   Plug Power Capital shall be required to become a “Borrower” under the Loan Agreement, execute a Joinder Agreement and grant Liens in favor of Lender in accordance with Section 7.14 of the Loan Agreement by not later than the later of June 30, 2021 and 15 Business Days following the effective date of the Development Loan Agreement.  Notwithstanding anything to the contrary in the Loan Agreement, including Sections 3.2 or 7.14 thereof, the Borrowers shall not be required to deliver to the Lender (1) any promissory note or other instrument evidencing the Indebtedness under the Development Loan Agreement or (2) any possessory collateral received by the Borrowers or their Subsidiaries in connection with the Specified Development Investment, except if an Event of Default has occurred and is continuing, upon Lender’s demand therefor as a result of the exercise of remedies pursuant to Section 10 of the Loan Agreement.

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Cash Capital Expenditures – Tenth Amendment

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We agree that the Loan Agreement is hereby amended as of the date written above to delete (i) Section 7.23 of the Loan Agreement in its entirety and (ii) in Section 1.1 of the Loan Agreement, the definitions of each of “Capital Expenditures”, “Cash Capital Expenditures” and “Cash Capital Expenditure Basket Amount”.

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Miscellaneous

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Notwithstanding the execution and delivery of this Letter Agreement by us, the terms of the Loan Agreement and the other Loan Documents shall remain in full force and effect in all respects without amendment or modification except as expressly modified hereby, and Borrower hereby reaffirms its obligations under the Loan Agreement and under each of the other Loan Documents to which it is a party.  This Letter Agreement shall not constitute an amendment, waiver of, or consent to the noncompliance with, any term or condition set forth in the Loan Agreement or any other Loan Document, except as expressly provided herein.

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Borrower shall, to the extent required by Section 11.10 of the Loan Agreement, pay all fees and expenses of Lender in connection with the negotiation, preparation, execution and delivery of this Letter Agreement (including, without limitation, the fees and expenses of counsel to Lender), regardless of whether the Amendment becomes effective.

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THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS.

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This Letter Agreement may be executed in one or more counterparts (all counterparts together reflecting the signature of all parties) each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.  Delivery by any party to this Letter Agreement of its signatures hereon through facsimile or other electronic image file (including .pdf) (i) may be relied upon as if this Letter Agreement were physically delivered with an original hand-written signature of such party, and (ii) shall be binding on such party for all purposes.

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This Letter Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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[Remainder of page intentionally blank; signature page follows.]

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Letter Agreement on the date first written above.

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CONSENT AND TENTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

SIGNATURE PAGE

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CONSENT AND TENTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

SIGNATURE PAGE

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CONSENT AND TENTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

SIGNATURE PAGE

Exhibit 31.1

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I, Andrew Marsh, certify that:

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1. I have reviewed this quarterly report on Form 10-Q of Plug Power Inc.;

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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

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4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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Date: June 21, 2021

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Exhibit 31.2

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I, Paul B. Middleton, certify that:

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1. I have reviewed this quarterly report on Form 10-Q of Plug Power Inc.;

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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

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4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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Date: June 21, 2021

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Exhibit 32.1

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CERTIFICATION PURSUANT TO

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18 U.S.C. SECTION 1350,

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AS ADOPTED PURSUANT TO

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SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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In connection with the Quarterly Report of Plug Power Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Andrew Marsh, Chief Executive Officer of the Company, certify, solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

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(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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This certification is being furnished and not filed, and shall not be incorporated into any documents for any other purpose, under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended. A signed original of this written statement required by § 906 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

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Exhibit 32.2

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CERTIFICATION PURSUANT TO

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18 U.S.C. SECTION 1350,

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AS ADOPTED PURSUANT TO

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SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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In connection with the Quarterly Report of Plug Power Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Paul B. Middleton, Interim Chief Financial Officer of the Company, certify, solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

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(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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This certification is being furnished and not filed, and shall not be incorporated into any documents for any other purpose, under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended. A signed original of this written statement required by § 906 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

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