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
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 18th, 2022 • OPAL Fuels Inc. • Gas & other services combined • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 18, 2022, is entered into by and among OPAL Fuels Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Warrant Holder” and, together with the Public Warrant Holders, the “Warrant Holders,” and each, a “Warrant Holder”).
