INDEMNITY AGREEMENTIndemnification Agreement • November 18th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
25,000,000 Units POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), proposes to sell 25,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,750,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
PUBLIC WARRANT AGREEMENT between POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. Chicago, IL 60654Securities Subscription Agreement • November 18th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • Delaware
We are pleased to accept the offer XPDI Sponsor II LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and XPDI Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2021, is made and entered into by and among Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • March 20th, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Indemnification and Advancement Agreement (the “Agreement”) is made as of March [●], 2024 by and between Montana Technologies Corporation, a Delaware corporation (the “Company”), and _____________, a [member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
PRIVATE WARRANT AGREEMENT between POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 18th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of [●], 2021 between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), [BlackRock Credit Alpha Master Fund L.P./HC NCBR Fund/The Obsidian Master Fund]1 (the “Purchaser”) and, with respect to Section 5(f) only, XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2021 by and between Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654Underwriting Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • 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 Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc. and BofA Securities, Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration stateme
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG MONTANA TECHNOLOGIES CORPORATION, THE SPONSOR HOLDERS SIGNATORY HERETO AND THE LEGACY MONTANA TECHNOLOGIES HOLDERS SIGNATORY HERETO DATED MARCH 14, 2024 AMENDED AND RESTATED REGISTRATION...Registration Rights Agreement • March 20th, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 14, 2024 (this “Agreement”), is made and entered into by and among Montana Technologies Corporation (formerly known as Power & Digital Infrastructure Acquisition II Corp.), a Delaware corporation (the “Company”), each equityholder designated as a Sponsor Holder on Schedule A hereto (each, a “Sponsor Holder” and collectively, the “Sponsor Holders”), and each equityholder designated as a Legacy Montana Technologies Holder on Schedule B hereto (each a “Legacy Montana Technologies Holder” and, collectively, the “Legacy Montana Technologies Holders” and, together with Sponsor Holders, the “Holders”).
FORM OF LOCK-UP AGREEMENT1Lock-Up Agreement • March 20th, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip
This letter agreement (this “Letter Agreement”) is being delivered to Montana Technologies Corporation, a Delaware corporation (formerly known as Power & Digital Infrastructure Acquisition II Corp.) (the “Company”), in accordance with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the “Merger Agreement” and the transactions contemplated by the Merger Agreement, the “Transactions”), by and among the Company, XPDB Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Merger Sub”), and Montana Technologies LLC, a Delaware limited liability company (“Legacy Montana Technologies”), pursuant to which Merger Sub merged with and into Legacy Montana Technologies, with Legacy Montana Technologies surviving such merger as a wholly owned Subsidiary of the Company. Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed thereto in the Merger Agreement.
JOINT VENTURE FORMATION FRAMEWORK AGREEMENT BY AND AMONG Montana Technologies llc, GE VENTURES LLC and GE VERNOVA LLC (solely for the purposes set forth herein)Joint Venture Formation Framework Agreement • August 23rd, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
JOINT VENTURE FORMATION FRAMEWORK AGREEMENT (this “Agreement”) dated as of January 25, 2024, by and among MONTANA TECHNOLOGIES LLC, a Delaware limited liability company (“MT”), GE VENTURES LLC, a Delaware limited liability company (“GE Vernova”) (each, a “Party” and together, the “Parties”), and, solely for the purposes specified herein, GE VERNOVA LLC, a Delaware limited liability company (“GE Vernova Parent”).
Master Services AgreementMaster Services Agreement • June 6th, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Agreement (“Agreement”) is entered into and is effective as of this 4th day of March, 2024 (“Effective Date”) by and between Montana Technologies LLC (together with each of its Affiliates designated in respective Statements of Work, “Contractor”), having its principal place of business at 34361 Innovation Drive, Ronan, Montana 59864, and AirJoule, LLC (“Sponsor”). Contractor and Sponsor are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 5th, 2023 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of June 5, 2023, is made by and among Montana Technologies LLC, a Delaware limited liability company (the “Company”), Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“Parent”), XPDI Sponsor II LLC, a Delaware limited liability company (“Sponsor”), and the other holders of Parent Class B Common Stock as set forth under the heading “Other Class B Holders” on the signature pages to this Agreement (the “Other Class B Holders” and, together with Sponsor, collectively, the “Class B Holders”). Each of the Company, Parent, Sponsor and the Other Class B Holders are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 14th, 2024 • Power & Digital Infrastructure Acquisition II Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2024, by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware Corporation (the “Issuer”), and the undersigned subscriber (the “Investor”).
ContractJoint Development Agreement • October 2nd, 2023 • Power & Digital Infrastructure Acquisition II Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip
*CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE COMPANY CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 5th, 2024 • Power & Digital Infrastructure Acquisition II Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is entered into as of February 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“Parent”), XPDB Merger Sub, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), and Montana Technologies, LLC, a Delaware limited liability company (the “Company” and, together with Acquiror and Merger Sub, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined herein).
INVESTMENT AGREEMENTInvestment Agreement • October 2nd, 2023 • Power & Digital Infrastructure Acquisition II Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
INVESTMENT AGREEMENT (this “Agreement”), dated as of September 29, 2023 (the “Effective Date”), by and among Montana Technologies LLC, a Delaware limited liability company (“PrivateCo”), POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP., a Delaware corporation (“PublicCo”), CONTEMPORARY AMPEREX TECHNOLOGY CO., LIMITED, a limited company organized under the Laws of the People’s Republic of China (“CATL”), CATL US INC., a Delaware corporation (“CATL US”), and Contemporary Amperex Technology USA Inc., a Delaware corporation (the “Investor” and, together with CATL and CATL US, the “CATL Parties” and each, a “CATL Party”). For purposes of this Agreement, we refer to each of PrivateCo, PublicCo, CATL, CATL US and the Investor as a “Party” and, collectively, as the “Parties.”
Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654 December 15, 2021Office Space and Administrative Services Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), XPDI Sponsor II LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services (including without limitation certain financial modeling and related services) as may be required by the Company from time to time, situated at 321 North Clark Street, Suite 2440, Chicago, IL 60654 (or any successor location). In exchange therefor, the Company shall
AGREEMENT AND PLAN OF MERGER BY AND AMONG POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP., XPDB MERGER SUB, LLC, and MONTANA TECHNOLOGIES, LLC Dated as of June 5, 2023Merger Agreement • June 5th, 2023 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 5, 2023 (this “Agreement”), by and among Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“Parent”), XPDB Merger Sub, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), and Montana Technologies, LLC, a Delaware limited liability company (the “Company”). Parent, Merger Sub and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit A attached hereto or as otherwise defined elsewhere in this Agreement.
FORFEITURE AGREEMENTForfeiture Agreement • December 6th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
This FORFEITURE AGREEMENT (this “Agreement”), dated as of [●], 2021, is made by and between XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”). The Sponsor and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIRJOULE, LLCLimited Liability Company Agreement • June 6th, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of March 4, 2024 (this “Agreement”), of AirJoule, LLC, a Delaware limited liability company (the “Company”), between Montana Technologies LLC, a Delaware limited liability company (“MT”), and GE Ventures LLC, a Delaware limited liability company (“GE Vernova”). Capitalized terms used herein have their respective meanings as set forth in Section 1.01.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2023 • Power & Digital Infrastructure Acquisition II Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 14, 2023, by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 11th, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [ ● ], 2024, by and between Montana Technologies Corporation, a Delaware Corporation (the “Issuer”), and the undersigned subscriber (the “Investor”).
MONTANA TECHNOLOGIES LLCInvestment Agreement • January 10th, 2024 • Power & Digital Infrastructure Acquisition II Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip
This letter agreement (“Agreement”) is being entered into in connection with an aggregate investment of $10,000,003.50 by Carrier Corporation (together with its affiliates and subsidiaries, “Carrier”) in Montana Technologies LLC, a Delaware limited liability company (the “Company”), through the purchase of Class B common units of the Company (“Class B Common Units”) pursuant to that certain Common Unit Subscription Agreement, dated as of January 7, 2024, among the Company and Carrier Corporation (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Subscription Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning(s) set forth in the Fourth Amended and Restated Operating Agreement of Montana Technologies LLC, dated as of September 29, 2023 (the “Operating Agreement”).
Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440Office Space and Administrative Services Agreement • November 18th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), XPDI Sponsor II LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services (including without limitation certain financial modeling and related services) as may be required by the Company from time to time, situated at 321 North Clark Street, Suite 2440, Chicago, IL 60654 (or any successor location). In exchange therefor, the Company shall
