THIRD AMENDMENT AND PARTICIPATION AGREEMENTThird Amendment and Participation Agreement • November 17th, 2021 • Redaptive, Inc. • Services-equipment rental & leasing, nec • New York
This Third Amendment and Participation Agreement (this “Agreement”), dated as of November 12, 2021, (i) amends that certain Amended and Restated Note Purchase Agreement (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Note Purchase Agreement”), dated as of September 23, 2021, among Redaptive, Inc., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto, and the Investors from time to time party thereto, (ii) amends and restates certain portions of the Second Amendment and Conversion Agreement, dated as of September 23, 2021, among the Company, the Guarantors and the Investors (the “Existing Amendment Agreement”), and (iii) restates (A) each of the remaining Notes identified on Schedule I hereto as not having been fully converted under the Existing Amendment Agreement and (B) those certain Notes N-1 to N-24 held by Deutsche Bank AG, London Branch (“DB”) pursuant to that certain Investor Joinder
