Item 4 — Purpose of Transaction
Agreement and Plan of Merger On February 5, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Avenger Parent, Inc., a Delaware corporation ("Parent"), and Avenger Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are subsidiaries of TPG Global, LLC through its TPG Rise Climate Transition Infrastructure fund ("TPG"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), and by virtue of the Merger, each share of Class A Common Stock that is issued and outstanding immediately prior to the Effective Time, including shares of Class A Common Stock issued upon conversion of shares of Class B common stock, par value $0.0001 per share, of the Issuer ("Class B Common Stock" and collectively with the Class A Common Stock, the "Common Stock") (other than (i) shares of Common Stock owned directly by Parent, Merger Sub or their subsidiaries immediately prior to the Effective Time or held by the Issuer as treasury stock (which will be automatically canceled for no consideration), (ii) shares of Common Stock as to which statutory rights of appraisal have been properly and validly exercised under Delaware law or (iii) shares of Class A Common Stock contributed to Parent by the Rollover Stockholders (as defined below) prior to the Effective Time), will be automatically canceled and converted into the right to receive cash in an amount equal to $5.00 (as may be adjusted pursuant to the Merger Agreement, the "Merger Consideration"), payable to the holder thereof, without interest, subject to any required withholding of taxes. Additionally, except as otherwise agreed upon in writing between the holder and Parent prior to the Effective Time, effective as of immediately prior to the Effective Time, each of the Issuer's restricted stock units and performance stock units that remains outstanding immediately prior to the Effective Time will automatically be canceled and terminated for either no consideration or the right to receive a cash award, as specified further in the Merger Agreement. Rollover Agreement On February 5, 2025, pursuant to the Merger Agreement, certain officers of the Issuer, including the Reporting Person, (each, a "Rollover Stockholder") have entered into a rollover agreement with Parent (the "Rollover Agreement") pursuant to which, among other things, each Rollover Stockholder will, prior to the Effective Time, contribute, assign, transfer and deliver to Parent certain shares held by such Rollover Stockholder in consideration of Parent issuing newly issued equity interests of Parent to such Rollover Stockholder, in each case, in accordance with the terms of the Rollover Agreement. Voting and Support Agreement On February 5, 2025, pursuant to the Merger Agreement, each of the Reporting Person, Dustin Weber, Anthony Savino, Abhi Parmar, funds managed by Blackstone Credit and Insurance and CBRE Acquisition Sponsor, LLC, a subsidiary of CBRE Group, Inc. (collectively, the "Supporting Stockholders"), entered into voting and support agreements with Parent and the Issuer (collectively, the "Voting and Support Agreements"), with respect to all shares of Common Stock beneficially owned by the Supporting Stockholders and certain of their affiliates, as applicable, as set forth in their respective Voting and Support Agreement (collectively, the "Covered Shares"). The Supporting Stockholders hold, collectively, approximately 40% of the voting power of the Common Stock. Pursuant to the Voting and Support Agreements, the Supporting Stockholders have agreed to, among other things: (i) vote the Covered Shares in favor of the Merger, the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement and (ii) vote against any Acquisition Proposal (as defined in the Merger Agreement) or actions that result in a material breach of any covenant, representation or warranty of the Issuer under the Merger Agreement or of such Supporting Stockholder under the applicable Voting and Support Agreement or impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger. Each of the Voting and Support Agreements will terminate upon the earliest of, among other occurrences: (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms, (iii) an Adverse Recommendation Change (as defined in the Merger Agreement), and (iv) the entry into or effectiveness of any amendment, modification or waiver of any provision of the Merger Agreement that (1) reduces the amount or changes the form of the consideration for the Merger or any considerat