GSO Altus Holdings LP → Altus Power, Inc.

Voting and Support Agreement On February 5, 2025, the Issuer, Avenger Parent, Inc., a Delaware corporation ("Parent"), and Avenger Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, at the Effective Time (as defined in the Merger Agreement), Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving entity and as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the Effective Time, shareholders of the Issuer will receive an amount in cash equal to $5.00, without interest, for each share of common stock of the Issuer outstanding immediately prior to the Effective Time. Completion of the Merger is subject to customary closing conditions, including regulatory clearance and approvals by the shareholders of the Issuer. In connection with the execution of the Merger Agreement, on February 5, 2025, GSO Altus Holdings LP (the "Supporting Holder") entered into a voting and support agreement (the "Voting and Support Agreement") with the Issuer and Parent. Pursuant to the Voting and Support Agreement, the Supporting Holder agreed, from and after the date of the Voting and Support Agreement until the Agreement Termination Date (as defined in the Voting and Support Agreement), to appear (including by proxy) and be counted as present for the purposes of calculating a quorum and vote its shares of the Issuer owned as of the record date for such meeting (A) in favor of proposals relating to the approval of the Merger, the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement and (B) against any Acquisition Proposal (as defined in the Merger Agreement) and any proposal that is intended to or would (1) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer under the Merger Agreement or of the Supporting Holder under the Voting and Support Agreement, (2) impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or any of the other transactions expressly contemplated by the Merger Agreement or the Voting and Support Agreement or (3) change in any manner the voting rights of any class of shares of the Issuer (including any amendments to the certificate of incorporation or the bylaws of the Issuer). The Voting and Support Agreement will terminate upon the earliest to occur of the following: (a) the Effective Time, (b) the date the Merger Agreement is validly terminated in accordance with its terms, (c) an Adverse Recommendation Change (as defined in the Merger Agreement), (d) an amendment to the Merger Agreement that (i) reduces the amount or changes the form of the consideration payable in the Merger or imposes material restrictions or constraints on the payment of such consideration or (2) is adverse to the Supporting Holder relative to the other stockholders of the Company, (e) written notice of termination of the Voting and Support Agreement by Parent to the Supporting Holder and the Issuer or mutual consent of the parties to the Voting and Support Agreement, and (f) the time that the Required Company Stockholder Approval (as defined in the Merger Agreement) has been obtained. The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed as an exhibit to this Schedule 13D and is incorporated herein by reference.