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
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”).
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).
