Exhibit 10.22


 


TENDER AND SUPPORT AGREEMENT


 


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”).

 


WHEREAS, as of the
date hereof, (a) each Public Warrant Holder is the beneficial owner of warrants sold as part of the units in the initial public offering
(the “IPO”) (whether they were purchased in the IPO or thereafter in the open market) (the “Public
Warrants”) of ArcLight Clean Transition Corp. II, a Cayman Islands exempted company and the Company’s predecessor
(“ArcLight”), and (b) each Private Warrant Holder is the beneficial owner of warrants issued in a private placement
in connection with the closing of the IPO that have not become public warrants as a result of being transferred to any person other than
permitted transferees (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”),
in each case governed by the Warrant Agreement, dated as of March 25, 2021 (the “Warrant Agreement”), by and
between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”);


 


WHEREAS, on July 21,
2022, ArcLight domesticated as a Delaware corporation and changed its name to “OPAL Fuels Inc.”, and on July 21, 2022 completed
its business combination with Opal Fuels LLC;


 


WHEREAS, as of the
date hereof, the Public Warrants are listed on The Nasdaq Capital Market under the symbol “OPALW” and there are a total of
6,223,233 Public Warrants and 9,223,261 Private Placement Warrants outstanding;


 


WHEREAS, each whole
Warrant entitles its holder to purchase one share of Class A common stock, par value $0.0001 per share, of the Company (the “Class
A Common Stock”) for a purchase price of $11.50, subject to certain adjustments;


 


WHEREAS, the Company
is initiating an exchange offer (the “Exchange Offer”) pursuant to a registration statement on Form S-4 to be
filed with the U.S. Securities and Exchange Commission (as may be amended and supplemented, the “Registration Statement”)
to offer all Warrant Holders the opportunity to exchange their Warrants for shares of Class A Common Stock, based on an exchange ratio
of 0.250 shares of Class A Common Stock per Warrant and subject to other terms and conditions to be disclosed in the Registration Statement;

 





WHEREAS, concurrent
with the Exchange Offer and as part of the Registration Statement, the Company is initiating a consent solicitation (the “Solicitation”)
to solicit the consent of the holders of the Warrants to amend (the “Warrant Amendment”), effective upon the
completion of the Exchange Offer, the terms of the Warrant Agreement to permit the Company to require that each Warrant that is outstanding
upon the closing of the Exchange Offer be converted into 0.225 shares of Class A Common Stock, which is a ratio of 10.0% less than the
exchange ratio applicable to the Exchange Offer, subject to the terms and conditions to be disclosed in the Registration Statement; and

 






     


     


    

 


WHEREAS, as an inducement
to the Company’s willingness to initiate the Exchange Offer and the Solicitation, each Warrant Holder has agreed to enter into this
Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:


 


Section 1.01 Agreement
to Tender. Each Warrant Holder shall validly tender or cause to be tendered to the Company all Warrants beneficially owned by such
Warrant Holder as of the date hereof, free and clear of any liens, options, rights or other encumbrances, limitations or restrictions
whatsoever, pursuant to and in accordance with the terms of the Exchange Offer as described in the Registration Statement, no later than
the scheduled or extended expiration time of the Exchange Offer at a ratio of 0.250 shares of Class A Common Stock per Warrant. Notwithstanding
anything to the contrary in the Registration Statement, after a Warrant Holder validly tenders his, her or its Warrants to the Company
in accordance with the terms of the Registration Statement, such Warrant Holder shall not withdraw or cause to be withdrawn the tender
of any of such Warrants from the Exchange Offer, unless this Agreement is terminated pursuant to Section 1.07 hereof. For the avoidance
of doubt, nothing in this Agreement shall restrict the Warrant Holder from acquiring additional Warrants subsequent to the date hereof
and such additional Warrants shall not be subject to the terms of this Agreement.

 


Section 1.02 Agreement
to Consent. Each Warrant Holder shall deliver to the Company its timely consent with respect to the Solicitation with respect to
all of such Warrant Holder’s Warrants in accordance with the terms and conditions of the Solicitation as described in the
Registration Statement, and such Warrant Holder shall not withdraw or cause to be withdrawn any such consent; provided, however that
such consent may be withdrawn if this Agreement is terminated pursuant to Section 1.07 hereof.


 


 Section 1.03
Ownership of Warrants. Each Warrant Holder represents and warrants to the Company, as of the date hereof and as of the
date of tender of such Warrant Holder’s Warrants in accordance with this Agreement, that such Warrant Holder is the sole
beneficial owner of the number of Warrants set forth opposite such Warrant Holder’s name on Schedule A or Schedule
B hereto, as applicable, and has good and marketable title to such Warrants, free and clear of any liens, options, rights or
other encumbrances, limitations or restrictions whatsoever (other than liens imposed under typical prime brokerage agreements and
those restrictions imposed by applicable securities laws, this Agreement and the Warrant Agreement). Each Warrant Holder shall not
transfer any Warrants owned by such Warrant Holder as of the date hereof to any person (other than the Company in connection with
the Exchange Offer) unless such person acquiring such Warrants signs a joinder to this Agreement agreeing to be bound by all terms
and conditions of this Agreement.


  


Section 1.04 Company
Covenants. The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Exchange Offer and
Solicitation as soon as practicable, consistent with this Agreement, and agrees to take all steps necessary to update the
Registration Statement as required by applicable laws and regulations, and that the Registration Statement, when declared effective,
will comply with all applicable U.S. Securities and Exchange Commission requirements.


 






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Section 1.05 Conditions to Tender and Consent. Notwithstanding
anything herein to the contrary, each Warrant Holder may make its tender and consent conditioned on there being no amendment to the terms
of the Exchange Offer as described in the Registration Statement that is materially adverse to such Warrant Holder.


 


Section 1.06 Specific Performance.
The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with
the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce
specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or
in equity.




 


Section 1.07 Termination.
This Agreement shall terminate as to all Warrant Holders (a) upon written notice to all the Warrant Holders by the Company, (b) upon the
earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer pursue the Exchange Offer
and the Solicitation and (ii) January 31, 2023, and (c) if the Company fails to commence the Exchange Offer and Solicitation by November
30, 2022.


 


Section 1.08 U.S. Federal Income Tax Treatment. The exchange
of Warrants for shares of Class A Common Stock pursuant to the Exchange Offer is intended to qualify as a reorganization pursuant to Section
368 of the Internal Revenue Code of 1986, as amended, and the parties shall not take any position inconsistent therewith unless otherwise
required by applicable law.


 


Section 1.09 Warrant Holder
Obligations Several and Not Joint. The obligations of each Warrant Holder hereunder shall be several and not joint, and no Warrant
Holder shall be liable for any breach of the terms of this Agreement by any other Warrant Holder.


 


Section 1.10 Governing
Law. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


Section 1.11 Counterparts.
This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each
of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,”
“signed,” “signature” and words of like import in this Agreement or in any other certificate, agreement or document
related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format
(including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including,
without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any
contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect,
validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted
by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions
Act or the Uniform Commercial Code.


 


[Signature
Pages Follow]


 






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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.


 


	 	COMPANY:
	 	 
	 	OPAL Fuels Inc.
	 	 	 
	 	By:	/s/ Jonathan Maurer
	 	Name: 	Jonathan Maurer
	 	Title:	Co-Chief Executive Officer 



 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	PUBLIC WARRANT HOLDERS:
	 	 
	 	Highbridge Tactical Credit Master Fund, L.P.
	 	 
	 	By: Highbridge Capital Management, LLC as Trading Manager and not in its individual capacity
	 	 
	 	/s/ Jason Hempel
	 	Name: 	Jason Hempel
	 	Title:	Managing Director, Co-CIO
	 	 	 
	 	Highbridge SPAC Opportunity Fund, LP.
	 	 
	 	By: Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity
	 	 	 
	 	/s/ Jason Hempel
	 	Name:	Jason Hempel
	 	Title:	Managing Director, Co-CIO
	 	 	 
	 	Brahman Partners II, L.P.
	 	Brahman Partners III, L.P.
	 	Brahman Partners Offshore, Ltd.
	 	Brahman Partners IV, L.P.
	 	Brahman Partners IV (Cayman), Ltd.
	 	 	 
	 	By: Brahman Capital Corp.,
	 	 	 
	 	/s/ David Metzman
	 	Name:	David Metzman
	 	Title:	General Counsel



 






     


     


    

 


	 	Class IV Fund, LP
	 	 
	 	By: Northbank Capital Management, LLC,

 its manager
	 	 
	 	/s/ Bradford Seagraves
	 	Name: 	Bradford Seagraves           
	 	Title:	CIO
	 	 	 
	 	ICS OPPORTUNITIES, LTD.
	 	 	 
	 	By:	 Millennium International Management LP,

 its Investment Manager
	 	 	 
	 	/s/ Mark Meskin
	 	Name:	Mark Meskin
	 	Title:	Chief Trading Officer 



 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	PRIVATE PLACEMENT WARRANT HOLDERS:
	 	 
	 	ArcLight CTC Holdings II, L.P.
	 	By: ACTC Holdings GP II, LLC
	 	 
	 	/s/ John F. Erhard
	 	Name:	John F. Erhard
	 	Title:	Vice President
	 	 	 
	 	Encompass Capital Master Fund L.P.
	 	Encompass Capital E L Master Fund L.P.
	 	Encompass Capital Energy Transition Master Fund L.P.
	 	BEMAP Master Fund Ltd
	 	Blackstone CSP-MST FMAP Fund
	 	 
	 	By:	Encompass Capital Advisors LLC,

 Investment Manager or Sub-Advisor
	 	 	 
	 	/s/ Larry Kassman
	 	Name: 	Larry Kassman
	 	Title:	Chief Financial Officer/Chief Operating Officer



 






     


     


    

 


Schedule A


 


	Name of Public Warrant Holder	 	Number of

 Public

 Warrants	 
	Highbridge Tactical Credit Master Fund, L.P.	 	 	152,160	 
	Highbridge SPAC Opportunity Fund, LP	 	 	137,081	 
	Brahman Partners II, L.P.	 	 	128,598	 
	Brahman Partners III, L.P.	 	 	199,984	 
	Brahman Partners Offshore, Ltd.	 	 	469,200	 
	Brahman Partners IV, L.P.	 	 	490,455	 
	Brahman Partners IV (Cayman), Ltd.	 	 	31,352	 
	Class IV Fund, LP	 	 	1,651,461	 
	ICS Opportunities, Ltd.	 	 	56,900	 




 






     


     


    

 


Schedule B


 


	Name of Private Warrant Holder	 	Number of

 Private

 Placement

 Warrants	 
	ArcLight CTC Holdings II, L.P .	 	 	7,238,025	 
	Encompass Capital Master Fund L.P.	 	 	895,932	 
	Encompass Capital E L Master Fund L.P.	 	 	577,382	 
	Encompass Capital Energy Transition Master Fund	 	 	94,360	 
	BEMAP Master Fund Ltd	 	 	119,738	 
	Blackstone CSP-MST FMAP Fund	 	 	297,824