INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • March 20th, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Indemnification and Advancement Agreement (the “Agreement”) is made as of March [●], 2024 by and between Montana Technologies Corporation, a Delaware corporation (the “Company”), and _____________, a [member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
FORM OF LOCK-UP AGREEMENT1Letter Agreement • March 20th, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip
This letter agreement (this “Letter Agreement”) is being delivered to Montana Technologies Corporation, a Delaware corporation (formerly known as Power & Digital Infrastructure Acquisition II Corp.) (the “Company”), in accordance with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the “Merger Agreement” and the transactions contemplated by the Merger Agreement, the “Transactions”), by and among the Company, XPDB Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Merger Sub”), and Montana Technologies LLC, a Delaware limited liability company (“Legacy Montana Technologies”), pursuant to which Merger Sub merged with and into Legacy Montana Technologies, with Legacy Montana Technologies surviving such merger as a wholly owned Subsidiary of the Company. Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed thereto in the Merger Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG MONTANA TECHNOLOGIES CORPORATION, THE SPONSOR HOLDERS SIGNATORY HERETO AND THE LEGACY MONTANA TECHNOLOGIES HOLDERS SIGNATORY HERETO DATED MARCH 14, 2024 AMENDED AND RESTATED REGISTRATION...Registration Rights Agreement • March 20th, 2024 • Montana Technologies Corp. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 14, 2024 (this “Agreement”), is made and entered into by and among Montana Technologies Corporation (formerly known as Power & Digital Infrastructure Acquisition II Corp.), a Delaware corporation (the “Company”), each equityholder designated as a Sponsor Holder on Schedule A hereto (each, a “Sponsor Holder” and collectively, the “Sponsor Holders”), and each equityholder designated as a Legacy Montana Technologies Holder on Schedule B hereto (each a “Legacy Montana Technologies Holder” and, collectively, the “Legacy Montana Technologies Holders” and, together with Sponsor Holders, the “Holders”).
