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).
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.
