INDEMNITY AGREEMENTIndemnification Agreement • March 9th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
ArcLight Clean Transition Corp. II 27,500,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. and Barclays Capital Inc. (the “Underwriters”), an aggregate of 27,500,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,125,000 additional Units to cover over-allotments (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 I other than you, the term Underwriters as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 25, 2021 by and between ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ArcLight Clean Transition Corp. II Boston, MA 02116 January 20, 2021Securities Subscription Agreement • March 9th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on January 20, 2021 by and between ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “Subscriber” or “you”), and ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 9th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), and ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2021, is made and entered into by and among ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
ArcLight Clean Transition Corp. II Boston MA 02116Underwriting Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Barclays Capital Inc. as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 31,625,000 of the Company’s units (including 4,125,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on
OPAL FUELS INC. Class A Common Stock (par value $0.0001 per share)At Market Issuance Sales Agreement • November 17th, 2023 • OPAL Fuels Inc. • Gas & other services combined • New York
WARRANT AGREEMENT ARCLIGHT CLEAN TRANSITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 25, 2021Warrant Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 25, 2021, is by and between ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • May 9th, 2022 • ArcLight Clean Transition Corp. II • Gas & other services combined • Delaware
This Indemnity Agreement, dated as of _________ ____, 202_ is made by and between Opal Fuels Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one or more of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
OPAL Fuels Inc. Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • November 18th, 2022 • OPAL Fuels Inc. • Gas & other services combined • New York
Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 65% of the number of the outstanding public warrants and from at least 65% of the number of the outstanding private placement warrants (which is the minimum number required to amend that certain warrant agreement, dated as of March 25, 2021, by and between the Company (as successor to ArcLight Clean Transition Corp. II, the Company’s predecessor and a Cayman Islands exempted company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopt
OPAL FUELS INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2022 Omnibus Equity Incentive Plan)Stock Option Agreement • March 29th, 2023 • OPAL Fuels Inc. • Gas & other services combined • Delaware
As a key leader in our business, you are in a position to have significant influence on the performance and success of OPAL Fuels Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purchase shares of the Company’s Common Stock. This award is subject to the terms and conditions of the OPAL Fuels Inc. 2022 Omnibus Equity Incentive Plan, this Grant Notice, and the following Stock Option Agreement. The details of this award are indicated below.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 22, 2021, is entered into by and between ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), and ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 27th, 2022 • OPAL Fuels Inc. • Gas & other services combined • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the “Investor Rights Agreement”), dated as of July 21, 2022 (the “Effective Date”), is made by and among (i) OPAL Fuels Inc., a Delaware corporation (formerly known as ArcLight Clean Transition Corp. II, an exempted company incorporated in the Cayman Islands with limited liability) (“PubCo”); (ii) each of the parties listed as a “Seller” on the signature pages attached hereto (each, a “Seller” and, collectively, the “Sellers”); (iii) ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “Sponsor”); and (iv) solely for purposes of Article I, Section 2.11, Section 2.15, Section 2.16(a), Section 3.3 and Article IV (A) Arno Harris, (B) Dr. Ja-Chin Audrey Lee, (C) Brian Goncher and (D) Steven Berkenfeld (each, a “Sponsor Principal” and, collectively, the “Sponsor Principals” and, together with the Sponsor, the “Founder
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 11th, 2024 • OPAL Fuels Inc. • Gas & other services combined • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), effective as of March 5, 2024 (the “First Amendment Effective Date”), is entered into by and among PARAGON RNG LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS named on the signature pages hereto, each lender party to the Existing Credit Agreement (defined below) (collectively, the “Lenders” and each individually, a “Lender”), each LC Issuer party to the Existing Credit Agreement, BANK OF MONTREAL, CHICAGO BRANCH, as Administrative Agent for the Credit Parties (in such capacity, together with any successor thereto in such capacity, the “Administrative Agent”). Each of the Borrower, Guarantors, Lenders, LC Issuers and the Administrative Agent are referred to herein as “Parties” and each individually as a “Party.”
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAVE BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE THEY ARE BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW LANDFILL...Landfill Gas Purchase and Sale Agreement • August 31st, 2023 • OPAL Fuels Inc. • Gas & other services combined • California
This LANDFILL GAS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and dated as of August 28, 2023 (“Effective Date”), between Waste Management of California, Inc. (“Seller”), a California corporation and Kirby Canyon RNG, LLC (“Purchaser”), a Delaware limited liability company.
TAX RECEIVABLE AGREEMENT by and amongTax Receivable Agreement • July 27th, 2022 • OPAL Fuels Inc. • Gas & other services combined • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 21, 2022, is made and entered into by and among OPAL Fuels Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Party Representative (as defined below) and each of the other Persons (as defined below) party hereto from time to time (each, a “TRA Party” and, collectively, the “TRA Parties”).
NOTENote • September 5th, 2023 • OPAL Fuels Inc. • Gas & other services combined
This Note (a) is issued and delivered under that certain Credit and Guarantee Agreement dated as of September 1, 2023, among Borrower, Initial Guarantors, Bank of America, N.A., as Administrative Agent, and the lenders (including Lender) and LC Issuers referred to therein (as from time to time supplemented, amended, restated, or otherwise modified, the “Credit Agreement”), and is a “Note” as defined therein, (b) is subject to the terms and provisions of the Credit Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of certain Security Documents (as identified and defined in the Credit Agreement). Payments on this Note shall be made and applied as provided in the Credit Agreement. Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties here
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 3rd, 2021 • ArcLight Clean Transition Corp. II • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (“ArcLight”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among ArcLight and Opal Fuels LLC, a Delaware limited liability company (the “Company”), pursuant to which, among other things, ArcLight will (directly or indirectly) acquire equity interests and equity-linked securities of the Company in exchange for the consideration described therein, and ArcLight will become the sole managing member of the Company, on the terms and subject to the conditions therein (such merger, the “Transaction”). In connection with the Transaction, ArcLight is seeking commitments from
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAVE BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE THEY ARE BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW LEASE AGREEMENTLease Agreement • August 31st, 2023 • OPAL Fuels Inc. • Gas & other services combined
THIS LEASE AGREEMENT (this “Agreement”) made as of this 28th day of August , 2023 (the “Effective Date”) by and between Waste Management of California, Inc., a California corporation (“Lessor”), and Kirby Canyon RNG, LLC, a Delaware limited liability company (“Lessee”). Lessor and Lessee may be referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF Amendment No. 1 to the Subscription AgreementSubscription Agreement • May 12th, 2022 • ArcLight Clean Transition Corp. II • Gas & other services combined
This Amendment No. 1 to the Subscription Agreement is entered into as of [●], 2022 (this “Amendment”) by and among Opal Fuels LLC, a Delaware limited liability company (“Opal”), ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (“ArcLight”) and the undersigned subscriber(s) (the “Investor”).
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • September 20th, 2023 • OPAL Fuels Inc. • Gas & other services combined • Delaware
Land2Gas LLC, a Delaware limited liability company (the “Company”), dated as of the 14th day of September, 2023 (the “Effective Date”), is by and between OPAL Land2Gas LLC, a Delaware limited liability company (“OPAL”), and SJI Landfill RNG LLC, a Delaware limited liability company (“SJI”), each as a Member of the Company.
ARCLIGHT CLEAN TRANSITION CORP. IIOffice Space and Administrative Services Agreement • March 9th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • July 27th, 2022 • OPAL Fuels Inc. • Gas & other services combined • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Opal Fuels LLC (the “Company”), is made as of July 21, 2022 (the “Effective Date”) by and among the Members (as defined below) listed on Exhibit A hereto as Members and each other Person (as defined below) who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act (as defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ARCLIGHT CLEAN TRANSITION CORP. II, OPAL HOLDCO LLC AND OPAL FUELS LLC DATED AS OF DECEMBER 2, 2021Business Combination Agreement • December 3rd, 2021 • ArcLight Clean Transition Corp. II • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 2, 2021, is made by and among ArcLight Clean Transition Corp. II, an exempted company incorporated in the Cayman Islands with limited liability, Opal HoldCo LLC, a Delaware limited liability company (“Opal HoldCo”), and Opal Fuels LLC, a Delaware limited liability company (the “Company”). ACT (as defined below in Section 1.1), Opal HoldCo and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAVE BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE THEY ARE BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOWAsset Purchase and Sale Agreement • October 26th, 2023 • OPAL Fuels Inc. • Gas & other services combined • Virginia
Certain information in this document has been omitted from this exhibit because it is bothAdministrative Services Agreement • March 25th, 2022 • ArcLight Clean Transition Corp. II • Gas & other services combined • New York
This Administrative Services Agreement (“Agreement”) is made as of December 31, 2020 (the “Effective Date”) by and between Fortistar Services 2 LLC, a Delaware limited liability company (the “Service Provider”), and OPAL Fuels LLC, a Delaware limited liability company (the “Company”).
DELAYED DRAW TERM LOAN AND GUARANTY AGREEMENT dated as of October 22, 2021 among OPAL FUELS INTERMEDIATE HOLDCO LLC, as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, The LENDERS Party Hereto BANK OF AMERICA, N.A., as Administrative Agent and...Delayed Draw Term Loan and Guaranty Agreement • March 25th, 2022 • ArcLight Clean Transition Corp. II • Gas & other services combined • New York
DELAYED DRAW TERM LOAN AND GUARANTY AGREEMENT dated as of October 22, 2021, among OPAL FUELS INTERMEDIATE HOLDCO LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS named on the signature pages hereto, each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent for the Lenders (in such capacity, together with any successor thereto in such capacity, the “Administrative Agent”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 3rd, 2021 • ArcLight Clean Transition Corp. II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”) is entered into as of December 2, 2021, by and among Opal Fuels LLC, a Delaware limited liability company (the “Company”), ArcLight Clean Transition Corp. II, an exempted company incorporated in the Cayman Islands with limited liability (“ACT”), ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “ACT Sponsor”), each of Arno Harris, Audrey Lee, Brian Goncher and Steven Berkenfeld (collectively, the “Insiders”) and, solely for purposes of amending the Sponsor Letter (as defined below), each of John F. Erhard, Daniel R. Revers, Marco F. Gatti, Christine M. Miller, Kerrick S. Knauth (collectively, the “Officers”). Each of the Company, ACT, the ACT Sponsor and each of the Insiders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Each of the ACT Sponsor and each of the Insiders are sometimes referred to herein individually as a “Shareholder.” Except as otherwise specified herein, ca
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • July 18th, 2022 • ArcLight Clean Transition Corp. II • Gas & other services combined • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of July 18, 2022, by and among (i) ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (“ACTC II”), (ii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), (iii) Meteora Select Trading Opportunities Master, LP, a Cayman Islands limited partnership (“MSTO”) and (iv) Meteora Capital Partners, LP, a Delaware limited partnership (“MCP” and together with MSOF and MSTO, each individually an “Investor” and collectively, the “Investors”). Each of ACTC II, MSOF, MSTO, and MCP is individually referred to herein as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO DEPOSITARY AGREEMENTDepositary Agreement • March 11th, 2024 • OPAL Fuels Inc. • Gas & other services combined • New York
This FIRST AMENDMENT TO DEPOSITARY AGREEMENT, dated as of March 5, 2024 (this “Amendment”), is entered into by and among Paragon RNG LLC, a Delaware limited liability company (“Borrower”), Bank of Montreal, Chicago Branch, in its capacity as administrative agent (“Administrative Agent”), Wilmington Trust, National Association, in its capacity as collateral agent for the Secured Parties (“Collateral Agent”) and Wilmington Trust, National Association, in its capacity as depositary agent (“Depositary Agent”, and together with Borrower, Administrative Agent and Collateral Agent, each a “Party”, and collectively, the “Parties”) in connection with that certain Depositary Agreement. As used in this Amendment, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Depositary Agreement.
OPAL FUELS INC.,Guaranty • September 19th, 2024 • OPAL Fuels Inc. • Gas & other services combined
This GUARANTY, dated as of September 13, 2024 (the “Effective Date”) (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered by OPAL FUELS INC., a Delaware corporation, (the “Guarantor”), in favor of APOLLO MANAGEMENT HOLDINGS, L.P., a Delaware limited partnership (“Buyer” and, together with the Guarantor, collectively, the “Parties” and, each individually, a “Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2023 • OPAL Fuels Inc. • Gas & other services combined • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2023, by and among OPAL Fuels Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
PLEDGE AGREEMENTPledge Agreement • September 5th, 2023 • OPAL Fuels Inc. • Gas & other services combined
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAVE BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE THEY ARE BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOWPiggyback Agreement • May 15th, 2023 • OPAL Fuels Inc. • Gas & other services combined • Florida
THIS PIGGYBACK AGREEMENT (the “Agreement”), dated May 2, 2023 (the “Execution Date”), is entered into by and between Polk County (the “Seller”), a political subdivision of the State of Florida, situated at 330 W. Church Street, Bartow, Florida 33830, and Polk County RNG LLC (the “Buyer”), a Delaware limited liability company, situated at 1 North Lexington Avenue, White Plains, NY 10601, and whose Federal Employer Identification Number is 92-3483962.
