VOTING AND TRANSACTION SUPPORT AGREEMENTVoting and Transaction Support Agreement • May 28th, 2024 • Atlantica Sustainable Infrastructure PLC • Electric services • Delaware
THIS VOTING AND TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2024, by and among California Buyer Limited, a private limited company incorporated in England and Wales (“Bidco”), Atlantica Sustainable Infrastructure plc, a public limited company incorporated in England and Wales (the “Company”), Algonquin Power & Utilities Corp., a company incorporated under the federal laws of Canada (“Algonquin”), Liberty (AY Holdings), B.V., a corporation incorporated under the laws of the Netherlands (“AY Holdings”, and together with Algonquin, the “Shareholders” and each a “Shareholder”), direct and indirect shareholders of the Company. Capitalized terms used but not defined herein have the respective meanings given to them in the Transaction Agreement (as defined below).
TRANSACTION AGREEMENT by and between CALIFORNIA BUYER LIMITED and ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC dated as of May 27, 2024Transaction Agreement • May 28th, 2024 • Atlantica Sustainable Infrastructure PLC • Electric services • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of May 27, 2024, is by and between California Buyer Limited, a private limited company incorporated in England and Wales (“Bidco”), and Atlantica Sustainable Infrastructure plc, a public limited company incorporated in England and Wales (the “Company” and, together with Bidco, the “Parties” and each a “Party”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement.
FORM OF VOTING AND TRANSACTION SUPPORT AGREEMENTForm of Voting and Transaction Support Agreement • May 28th, 2024 • Atlantica Sustainable Infrastructure PLC • Electric services • Delaware
THIS VOTING AND TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May __, 2024, by and among California Buyer Limited, a private limited company incorporated in England and Wales (“Bidco”), and the undersigned shareholder (the “Shareholder”) of Atlantica Sustainable Infrastructure plc, a public limited company incorporated in England and Wales (the “Company”). Capitalized terms used but not defined herein have the respective meanings given to them in the Transaction Agreement (as defined below).
May 27, 2024 Algonquin Power & Utilities Corp. Oakville, Ontario L6J 2X1 Canada andShareholders Agreement • May 28th, 2024 • Atlantica Sustainable Infrastructure PLC • Electric services
Reference is made to that certain transaction agreement (the “Transaction Agreement”) entered into on or about the date hereof by Atlantica Sustainable Infrastructure plc, a public limited company incorporated in England and Wales (the “Company”) with California Buyer Limited, a private limited company incorporated in England and Wales (“Bidco”), pursuant to which Bidco will acquire the entire issued and to be issued share capital of the Company by means of a court-sanctioned scheme of arrangement (the “Scheme of Arrangement”). Capitalized terms used but not defined herein have the respective meanings given to them in the Transaction Agreement. As used herein and as the context permits, the term “AQN” shall mean Algonquin Power & Utilities Corp. and its applicable subsidiaries.
