Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on June 6, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Montana Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware		86-2962208
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

34361 Innovation Drive

Ronan, Montana 59864

(Address of principal executive offices) (Zip code)

Montana Technologies Corporation 2024 Incentive Award Plan

Montana Technologies Corporation 2024 Employee Stock Purchase Plan

(Full title of the plan)

Chad MacDonald

Chief Legal Officer

34361 Innovation Drive

Ronan, Montana 59864

(Name and address of agent for service)

(800) 942-3083

(Telephone number, including area code, of agent for service)

Copies to:

Ryan J. Maierson

John M. Greer

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

(713) 546-5400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement (the “Registration Statement”) in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the incentive award plan and employee stock purchase plan, in each case, covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

References in this Registration Statement to “we,” “us,” “our” the “Company,” and the “Registrant,” or similar references, refer to Montana Technologies Corporation (formerly known as Power & Digital Infrastructure Acquisition II Corp.), unless otherwise stated or the context otherwise requires.

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by Montana Technologies Corporation (including under the name Power & Digital Infrastructure Acquisition II Corp.), with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a)

the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on March 11, 2024 (File No. 001-41151);

(b)

the Company’s Current Reports on Form 8-K filed with the Commission on January 12, 2024, February 2, 2024, February 5, 2024, February 8, 2024, March 5, 2024, March 13, 2024, March 14, 2024, March 20, 2024 (which contains the audited financial statements for Montana Technologies, LLC, a wholly owned subsidiary of the Company, for the latest fiscal year for which such statements have been filed), May 1, 2024 and May 7, 2024 (in each case excluding information furnished pursuant to Item 2.02 or 7.01) (File No. 001-41151);

(c)

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 filed with the Commission on May 20, 2024; and

(d)

the description of the Company’s securities contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on December 9, 2021 (File No. 001-41151) as updated in the section titled “Description of Securities of the Post-Combination Company” beginning on page 203 of the Company’s final prospectus and definitive proxy statement, dated January 17, 2024, filed with the Commission on January 17, 2024, as well as any additional amendments or reports filed for the purpose of updating such description.

All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment, which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware (“DGCL”) permits a corporation to eliminate the personal liability of directors and officers of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director or officer, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides that no director or officer of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors or officers for breaches of fiduciary duty.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our bylaws provide that we will indemnify and hold harmless, to the fullest extent permitted by the DGCL, each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom. We will also, to the fullest extent not prohibited by the DGCL or any other applicable law, pay the expenses (including attorneys’ fees) incurred by any Indemnitee in defending any proceeding in advance of its final disposition. Expenses must be advanced to an Indemnitee under certain circumstances. Notwithstanding the foregoing, payment of expenses in advance of the final disposition of a proceeding will be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts advanced if it is determined that the Indemnitee is not entitled to be indemnified under the bylaws or otherwise. Our obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

The following documents are filed as exhibits to this Registration Statement:

Exhibit Number		Description of Exhibit

4.1		Second Amended and Restated Certificate of Montana Technologies Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 20, 2024).

4.2		Second Amended and Restated Bylaws of Montana Technologies Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on March 20, 2024).

5.1*		Opinion of Latham & Watkins LLP.

23.1*		Consent of BDO USA, P.C.

23.2*		Consent of Latham & Watkins LLP (included in Exhibit 5.1).

24.1*		Powers of Attorney (included on the signature page of this Registration Statement).

99.1		Montana Technologies Corporation 2024 Incentive Award Plan (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024).

99.2		Montana Technologies Corporation 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024).

99.3*		Form of Stock Option Agreement under Montana Technologies Corporation 2024 Incentive Award Plan.

99.4*		Form of Restricted Stock Unit Award Agreement under Montana Technologies Corporation 2024 Incentive Award Plan.

99.5*		Montana Technologies Corporation Form of Non-Plan Option Agreement.

107*		Filing Fee Table.

*	Filed herewith.

Item 9. Undertakings.

(a)	The undersigned Company hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ronan, Montana, on June 6, 2024.

MONTANA TECHNOLOGIES CORPORATION

By:	/s/ Matthew Jore
	Name:	Matthew Jore
	Title:	Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Matthew Jore, Jeff Gutke, and Chad MacDonald acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date

/s/ Matthew Jore	Chief Executive Officer and Directors	June 6, 2024
Matthew Jore	(Principal Executive Officer)

/s/ Stephen Pang	Chief Financial Officer	June 6, 2024
Stephen Pang	(Principal Financial Officer)

/s/ Jeff Gutke	Chief Administrative Officer	June 6, 2024
Jeff Gutke	(Principal Accounting Officer)

/s/ Max Baucus	Director	June 6, 2024
Max Baucus

/s/ Paul Dabbar	Director	June 6, 2024
Paul Dabbar

/s/ Patrick C. Eilers	Director	June 6, 2024
Patrick C. Eilers

/s/ Stuart D. Porter	Director	June 6, 2024
Stuart D. Porter

/s/ Dr. Marwa Zaatari	Director	June 6, 2024
Dr. Marwa Zaatari

/s/ Ajay Agrawal	Director	June 6, 2024
Ajay Agrawal

/s/ Kyle Derham	Director	June 6, 2024
Kyle Derham

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Exhibit 5.1

	811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
	Chicago	Riyadh
	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Silicon Valley
	Hong Kong	Singapore
	Houston	Tel Aviv
	London	Tokyo
	Los Angeles	Washington, D.C.
	Madrid

June 6, 2024

Montana Technologies Corporation

34361 Innovation Drive

Ronan, Montana 59864

Re:

Registration Statement on Form S-8

To the addressee set forth above:

We have acted as special counsel to Montana Technologies Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of (i) up to 5,371,069 shares (the “Incentive Award Plan Shares”) of Class A common stock of the Company, $0.0001 par value per share (the “Common Stock”), issuable under the Montana Technologies Corporation 2024 Incentive Award Plan (the “Incentive Award Plan”), and (ii) up to 1,074,213 shares of Common Stock (the “ESPP Shares” and, together with the Incentive Award Plan Shares, the “Shares”) issuable under the Montana Technologies Corporation 2024 Employee Stock Purchase Plan (the “ESPP” and, together with the Incentive Award Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 6, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.

June 6, 2024

Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual grants or awards under the Plans are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

	Sincerely,

	/s/ Latham & Watkins LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 20, 2024, relating to the financial statements of Montana Technologies LLC appearing in the Company’s Current Report on Form 8-K filed on March 20, 2024 for the year ended December 31, 2023.

/s/ BDO USA, P.C.

Houston, Texas

June 6, 2024

Exhibit 99.3

MONTANA TECHNOLOGIES CORPORATION

2024 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

Montana Technologies Corporation, a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Montana Technologies Corporation 2024 Incentive Award Plan (as amended from time to time, the “Plan”) and the Stock Option Agreement attached hereto as Exhibit A and the addendum attached thereto (the “Addendum” and, together with the Grant Notice and the Stock Option Agreement, the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

Participant:

Grant Date:

Exercise Price per Share:	[For U.S. taxpayers, no less than 100% of the FMV on the Grant Date (or 110% of the FMV on the Grant Date for ISOs granted to 10% stockholders)]

Shares Subject to the Option:

Final Expiration Date:	[To be no later than 10^th anniversary of Grant Date (or 5^th anniversary for ISOs granted to 10% stockholders)]

Vesting Commencement Date:

Vesting Schedule:	[To be specified]

Definitions:	[To be specified]

Type of Option	[Incentive Stock Option]/[Non-Qualified Stock Option]

By accepting (whether in writing, electronically or otherwise) the Option, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. In addition, Participant acknowledges and agrees to be bound by the forfeiture provisions related to the Restrictive Covenants (as defined on Exhibit A) set forth in Section 2.2(b) of the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

MONTANA TECHNOLOGIES CORPORATION			PARTICIPANT

By:
Name:			[Participant Name]
Title:

[Stock Option Grant Notice]

Exhibit A

STOCK OPTION AGREEMENT

Capitalized terms not specifically defined in this Stock Option Agreement and the addendum attached hereto (the “Addendum” and, together with the Grant Notice and this Stock Option Agreement, the “Agreement”) shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.
GENERAL

1.1 Grant of Option. The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).

1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, unless it is expressly specified in this Agreement or the Grant Notice that the specific provision of the Plan will not apply. For clarity, the foregoing sentence shall not limit the applicability of any additive language contained in this Agreement which provides supplemental or additional terms not inconsistent with the Plan. If the Addendum applies to Participant, in the event of a conflict between the terms of this Agreement or the Plan and the provisions in the Addendum, the terms and conditions in the Addendum shall control.

ARTICLE II.
PERIOD OF EXERCISABILITY

2.1 Commencement of Exercisability. The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole vested Share has accumulated.

2.2 Forfeiture.

(a) Except as otherwise set forth in the Grant Notice, the Plan or this Agreement, and unless the Administrator otherwise determines, the Option will immediately expire and be forfeited as to any portion of the Option that is not vested and exercisable as of Participant’s Termination of Service for any reason (after taking into consideration any accelerated vesting and exercisability which may occur in connection with such Termination of Service, if any).

(b) In consideration of the grant of the Option hereunder, and further as a material inducement for the Company to enter into this Agreement with Participant and to grant Participant the Option, Participant hereby acknowledges and agrees that, at the Company’s request, Participant shall enter into one or more agreements (in a form to be provided by the Company or any of its Subsidiaries) with the Company or any of its Subsidiaries setting forth restrictive covenants in favor of the Company and its Subsidiaries (the restrictive covenants set forth in any such agreement(s), collectively, the “Restrictive Covenants”). In the event that Participant breaches any Restrictive Covenant, then to the greatest extent permitted by Applicable Law and except as otherwise determined by the Administrator, the Option (whether vested or unvested) will automatically be forfeited and cancelled as of such breach without payment.

2.3 Duration of Exercisability. The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.

A-1

2.4 Expiration of Option. Except as may be extended in accordance with Section 5.3 of the Plan, the Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:

(a) The final expiration date in the Grant Notice;

(b) Except as the Administrator may otherwise approve, the expiration of three (3) months from the date of Participant’s Termination of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or Disability;

(c) Except as the Administrator may otherwise approve, the expiration of one year from the date of Participant’s Termination of Service by reason of Participant’s death or Disability; and

(d) Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause.

ARTICLE III.
EXERCISE OF OPTION

3.1 Person Eligible to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.

3.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.

3.3 Tax Withholding; Exercise Price.

(a) Subject to Section 3.3(b) and 3.3(c), payment of the exercise price and/or applicable withholding tax obligations with respect to the Option may be by any of the following, or a combination thereof, as determined by the Compensation Committee of the Board (the “Compensation Committee”):

(i) Cash, wire transfer of immediately available funds or check;

(ii) By delivery of Shares, including Shares delivered by attestation then-owned by Participant, valued at their Fair Market Value on the date of delivery;

(iii) By the Company withholding Shares otherwise issuable upon exercise of the Option in satisfaction of any withholding tax obligations, valued at their Fair Market Value on the exercise date;

(iv) If Participant is not subject to Section 13(k) of the Exchange Act with respect to the Company or its Subsidiaries, with the consent of the Compensation Committee, by delivery of a promissory note, in a form determined by or acceptable to the Compensation Committee, or other property that the Compensation Committee determines is good and valuable consideration; or

(v) By any combination of (i) - (iv) above.

A-2

(b) Unless the Compensation Committee otherwise determines, payment of the exercise price and any applicable withholding tax obligations with respect to the Option shall be by delivery of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price or withholding tax obligations or by delivery (including electronically or telephonically to the extent permitted by the Company) to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company that Participant has placed a market sell order with such broker with respect to Shares then-issuable upon exercise of the Option, and that the broker has been directed to deliver promptly to the Company funds sufficient to satisfy the applicable exercise price and tax withholding obligations; provided, that payment of such proceeds is then made to the Company at such time as may be required by the Compensation Committee.

(c) The number of Shares which may be so withheld or surrendered pursuant to Section 3.3(b) above shall be limited to the number of Shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income, in accordance with Section 9.5 of the Plan.

(d) Participant acknowledges that Participant is ultimately liable and responsible for the exercise price and all taxes owed in connection with the Option, regardless of any action the Company or any Subsidiary or affiliate takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary or affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or exercise of the Option or the subsequent sale of Shares. The Company and its Subsidiaries and affiliates do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability.

3.4 Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Option and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

ARTICLE IV.
OTHER PROVISIONS

4.1 Adjustments. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2 Clawback. The Option and the Shares issuable pursuant to the Option shall be subject to the Company’s Policy for Recovery of Erroneously Awarded Compensation, as well as any other clawback or recoupment policy in effect on the Grant Date or that may be adopted or maintained by the Company following the Grant Date.

4.3 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Chief Legal Officer at the Company’s principal office or the Chief Legal Officer’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

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4.4 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.5 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.6 Successors and Assigns. The Company may assign any of its rights under this Agreement to a single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.7 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.8 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.9 Severability. If any portion of the Grant Notice or this Agreement or any action taken under the Grant Notice or this Agreement, in any case is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Grant Notice and/or this Agreement (as applicable), and the Grant Notice and/or this Agreement (as applicable) will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

4.10 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms of this Agreement.

4.11 Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement (including the Addendum) confers upon Participant any right to continue in the employ or service of the Company or its Subsidiary or affiliate or interferes with or restricts in any way the rights of the Company and its Subsidiaries and affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary or affiliate and Participant.

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4.12 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

4.13 Incentive Stock Options. If the Option is designated as an Incentive Stock Option:

(a) Participant acknowledges that to the extent the aggregate fair market value of shares (determined as of the time the option with respect to the shares is granted) with respect to which stock options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000 or if for any other reason such stock options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such stock options (including the Option) will be treated as non-qualified stock options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other stock options into account in the order in which they were granted, as determined under Section 422(d) of the Code. Participant also acknowledges that if the Option is exercised more than three months after Participant’s Termination of Service, other than by reason of death or disability, the Option will be taxed as a Non-Qualified Stock Option.

(b) Participant will give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or other transfer is made (i) within two years from the Grant Date or (ii) within one year after the transfer of such Shares to Participant. Such notice will specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

4.14 Governing Law. The Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

4.15 Addendum. Notwithstanding any provisions in this Agreement, if Participant performs services for the Company outside of the United States, the Option shall be subject to any additional terms and conditions set forth in the Addendum to this Agreement for Participant’s country of residence. Moreover, if Participant relocates to one of the countries included in the Addendum, the additional terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum constitutes part of this Agreement.

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Exhibit 99.4

MONTANA TECHNOLOGIES CORPORATION

2024 INCENTIVE AWARD PLAN

RESTRICTED STOCK Unit Grant Notice

Montana Technologies Corporation, a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Montana Technologies Corporation 2024 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A and the addendum attached thereto (the “Addendum” and, together with the Grant Notice and the Restricted Stock Unit Agreement, the “Agreement”), both of which are incorporated into this Grant Notice by reference. Each RSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in the Agreement. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

Participant:

Grant Date:

Number of RSUs:

Vesting Commencement Date:

Vesting Schedule:	[To be specified]

Definitions:	[To be specified]

By accepting (whether in writing, electronically or otherwise) the RSUs and Dividend Equivalents, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. In addition, Participant acknowledges and agrees to be bound by the forfeiture provisions related to the Restrictive Covenants (as defined on Exhibit A) set forth in Section 2.1(b) of the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

MONTANA TECHNOLOGIES CORPORATION			PARTICIPANT

By:
Name:			[Participant Name]
Title:

[Restricted Stock Unit Grant Notice]

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Restricted Stock Unit Agreement and the addendum attached thereto (the “Addendum” and, together with the Grant Notice and the Restricted Stock Unit Agreement, the “Agreement”) shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

Article I.
general

1.1 Award of RSUs. The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or an amount in cash equal to the Fair Market Value of one Share (as applicable), as set forth in this Agreement. Participant will have no right to the distribution of any Shares or cash, as applicable, until the time (if ever) the RSUs have vested.

1.2 Dividend Equivalents. With respect to each RSU granted hereunder, the Company has granted a tandem Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds. Each Dividend Equivalent shall entitle Participant to receive the equivalent value of any ordinary cash dividend declared by the Company on a single Share while such Dividend Equivalent is outstanding. The Company will establish a separate Dividend Equivalent bookkeeping account for each Dividend Equivalent (a “Dividend Equivalent Account”) and will credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid. Any Dividend Equivalents granted in connection with the RSUs issued hereunder and any amounts that may become distributable in respect thereof shall be treated separately from such RSUs and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code).

1.3 Incorporation of Terms of Plan. The RSUs and Dividend Equivalents are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, unless it is expressly specified in this Agreement or the Grant Notice that the specific provision of the Plan will not apply. For clarity, the foregoing sentence shall not limit the applicability of any additive language contained in this Agreement which provides supplemental or additional terms not inconsistent with the Plan. If the Addendum applies to Participant, in the event of a conflict between the terms of this Agreement or the Plan and the provisions in the Addendum, the terms and conditions in the Addendum shall control.

1.4 Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

Article II.
VESTING; forfeiture AND SETTLEMENT

2.1 Vesting; Forfeiture.

(a) General. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest upon the vesting of the RSUs to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.

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(b) Forfeiture.

(i) Except as otherwise set forth in the Grant Notice, the Plan or this Agreement, and unless the Administrator otherwise determines, in the event of Participant’s Termination of Service for any reason, all unvested RSUs (together with their tandem Dividend Equivalents (and any corresponding Dividend Equivalent Account balance)) will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service, if any).

(ii) In consideration of the grant of the RSUs hereunder, and further as a material inducement for the Company to enter into this Agreement with Participant and to grant Participant the RSUs, Participant hereby acknowledges and agrees that, at the Company’s request, Participant shall enter into one or more agreements (in a form to be provided by the Company or any of its Subsidiaries) with the Company or any of its Subsidiaries setting forth restrictive covenants in favor of the Company and its Subsidiaries (the restrictive covenants set forth in any such agreement(s), collectively, the “Restrictive Covenants”). In the event that Participant breaches any Restrictive Covenant, then to the greatest extent permitted by Applicable Law and except as otherwise determined by the Administrator, any unvested RSUs or vested RSUs which have not yet been settled (together with their tandem Dividend Equivalents and any corresponding Dividend Equivalent Account balance) will automatically be forfeited and cancelled as of such breach without payment.

2.2 Settlement.

(a) RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) that vest will be paid in Shares or cash (as determined by the Company), in each case, as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than March 15^th of the calendar year following the calendar year in which the applicable RSU vests.

(b) Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law or an applicable provision of the Plan until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(c) If a vested RSU is paid in cash pursuant to Section 2.2(a), the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the last trading day to occur immediately preceding the payment date. If a Dividend Equivalent that vests is paid in Shares pursuant to Section 2.2(a), the number of Shares issued will equal the quotient, rounded down to the nearest whole Share, of the corresponding Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the last trading day to occur immediately preceding the payment date (and any fractional Share that would otherwise be paid shall be eliminated).

Article III.
TAXATION AND TAX WITHHOLDING

3.1 Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the RSUs and Dividend Equivalents and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

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3.2 Tax Withholding.

(a) Subject to Section 3.2(b), payment of the applicable withholding tax obligations with respect to the RSUs and Dividend Equivalents may be by any of the following, or a combination thereof, as determined by the Compensation Committee of the Board (the “Compensation Committee”):

(i) Cash, wire transfer of immediately available funds or check;

(ii) By delivery of Shares, including Shares delivered by attestation, then-owned by Participant valued at their Fair Market Value on the date of delivery;

(iii) By the Company withholding Shares otherwise issuable in respect of the RSUs in satisfaction of any applicable withholding tax obligations, valued at their Fair Market Value on the applicable date; or

(iv) By any combination of (i) - (iii) above.

(b) Unless the Compensation Committee otherwise determines: (i) with respect to any RSUs and/or Dividend Equivalents settled in cash, the Company shall withhold or cause to be withheld, from the amounts payable to Participant under this Agreement, and/or from Participant’s wages or other cash compensation paid by the Company or any Subsidiary thereof, all applicable foreign, federal, state and/or local taxes as are required to be withheld pursuant to applicable law or regulation; and (ii) with respect to any RSUs and/or Dividend Equivalents settled in Shares, payment of the applicable withholding tax obligations shall be by delivery of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the withholding tax obligations or by delivery (including electronically or telephonically to the extent permitted by the Company) to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company that Participant has placed a market sell order with such broker with respect to Shares then-issuable upon settlement of the RSUs and Dividend Equivalents, and that the broker has been directed to deliver promptly to the Company funds sufficient to satisfy the applicable tax withholding obligations; provided, that payment of such proceeds is then made to the Company at such time as may be required by the Compensation Committee.

(c) The number of Shares which may be so withheld or surrendered pursuant to Section 3.2(b)(ii) above shall be limited to the number of Shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income, in accordance with Section 9.5 of the Plan.

(d) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and Dividend Equivalents, regardless of any action the Company or any Subsidiary or affiliate takes with respect to any tax withholding obligations that arise in connection with the RSUs and Dividend Equivalents. Neither the Company nor any Subsidiary or affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or payment of the RSUs and Dividend Equivalents or the subsequent sale of Shares. The Company and its Subsidiaries and affiliates do not commit and are under no obligation to structure the RSUs and Dividend Equivalents to reduce or eliminate Participant’s tax liability.

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Article IV.
other provisions

4.1 Adjustments. Participant acknowledges that the RSUs, the Dividend Equivalents, and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2 Clawback. The RSUs, the Dividend Equivalents and the Shares issuable pursuant to the RSUs shall be subject to the Company’s Policy for Recovery of Erroneously Awarded Compensation, as well as any other clawback or recoupment policy in effect on the Grant Date or that may be adopted or maintained by the Company following the Grant Date.

4.4 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.7 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs and Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

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4.10 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

4.13 Governing Law. The Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

4.14 Addendum. Notwithstanding any provisions in this Agreement, if Participant performs services for the Company outside of the United States, the RSUs and Dividend Equivalents shall be subject to any additional terms and conditions set forth in the Addendum to this Agreement for Participant’s country of residence. Moreover, if Participant relocates to one of the countries included in the Addendum, the additional terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum constitutes part of this Agreement.

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Exhibit 99.5

MONTANA TECHNOLOGIES LLC

Notice of Membership Interest Option Grant

Montana Technologies LLC, a Delaware limited liability company (the “Company”), hereby grants the following membership interest option pursuant to the attached Membership Interest Option Agreement (the “Option Agreement”), which is incorporated herein by this reference.

Name of optionee (the “Optionee”):	[To Be Specified]
Date of this option grant (“Date of Grant”):	[To Be Specified]
Number of Class C Common Units (as defined in the Company’s Third Amended and Restated Operating Agreement) of the Company’s membership interest subject to this option (“Units”):	[To Be Specified]
Option exercise price per Unit (“Exercise Price”):	$[To Be Specified]
Expiration Date (“Expiration Date”):	[To Be Specified]
Number, if any, of Units that become vested option units (“Vested Option Units”) immediately on the Date of Grant:	[To Be Specified]
Number of Units that are subject to the vesting schedule:	[To Be Specified]
This option is intended to be a (an):	[Nonstatutory Option]
This Option may only be exercised for Units that are Vested Option Units immediately prior to such exercise.	[To Be Specified]

Vesting Schedule:

[To Be Specified]

OPTIONEE:

Montana Technologies LLC,

a Delaware limited liability company


Name:
Address:	By:
		Name:
		Title:	Manager

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE UNITS ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Montana Technologies LLC

MEMBERSHIP INTEREST OPTION AGREEMENT

Section 1. Grant of Option.

(a) Option. Montana Technologies LLC, a Delaware limited liability company (the “Company”), hereby grants to the Optionee specified in the Grant Notice (the “Optionee”), on the terms and conditions set forth in (i) this Option Agreement (as amended from time to time, this “Agreement”), and (ii) the Notice of Membership Interest Option Grant to which this Agreement is attached (the “Grant Notice”), effective on the Date of Grant specified in the Grant Notice (the “Date of Grant”), the option (this “Option”) to purchase at the Exercise Price specified in the Grant Notice (the “Exercise Price”) the number of Units set forth in the Grant Notice (such Units, whether issued or issuable upon exercise of this Option, the “Option Units”). This Option is intended to be an Nonstatutory Option, as provided in the Grant Notice.

(b) Operating Agreement and Defined Terms. This Units issued pursuant to an exercise of this Option shall be in all respects subject to the terms, conditions and definitions of the Company’s Third Amended and Restated Operating Agreement, dated October 31, 2022, as it may be amended from time to time pursuant to its terms (the “Operating Agreement”). Capitalized terms used herein shall have the meanings given in the Operating Agreement, unless such term is otherwise specifically defined herein or in the Grant Notice. Exercise of Options granted to the Optionee under this Agreement shall constitute agreement by the Optionee to become party to and bound by the Operating Agreement and all associated agreements binding on Members of the Company. The Optionee accepts this Option subject to all the terms and provisions of the Operating Agreement and agrees to execute a supplemental signature page or instrument of accession to the Operating Agreement and other applicable agreements as a condition precedent to such person’s exercise of such Option. A copy of the relevant provisions of the Operating Agreement and other agreements shall be made available for review by an Optionee upon written request to the Company.

Section 2. Right to Exercise. Subject to the conditions set forth in the Grant Notice, and this Agreement, this Option may be exercised, and may only be exercised, with respect to Units that are Vested Option Units immediately prior to such exercise, at any time prior to its Expiration Date as set forth in the Grant Notice and this Agreement. Option Units issued upon exercise of this Option (“Issued Option Units”) shall be subject to the applicable provisions of this Agreement and the Operating Agreement.

Section 3. Transfer or Assignment of Option or Issued Option Units. This Option or any Issued Option Units may be transferred according to the Operating Agreement. (hereinafter referred to as a “transfer”).

Section 4. Exercise Procedures.

(a) Notice of Exercise. The Optionee may exercise this Option by giving written notice to the Company, in the form attached hereto (or its successor form customarily used by the Company at the time of exercise). Such notice shall specify the election to exercise this Option, the number of Option Units for which it is being exercised and the form of payment (as set forth in Section 5 hereof).

(b) Issuance of Option Units. After receiving a proper notice of exercise and full payment for the Option Units specified in such notice and compliance with the other requirements of this Agreement for due exercise of this Option, the Company shall cause to be issued relevant documents related to the Option Units as to which this Option has been exercised, which Units shall be registered in the name of the person exercising this Option (or in the names of such person and his or her spouse as community property or as joint tenants with right of survivorship).

(c) Withholding Taxes. Optionee shall pay to the Company, or make provisions satisfactory to the Administrator for payment of, any taxes required by any applicable state, federal, local, or foreign ordinances, laws, or regulations to be withheld in connection with this Option or any exercise of this Option or vesting or disposition of Issued Option Units (including without limitation any Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise) (collectively, “Applicable Laws”), in each case no later than the date of the event creating the tax liability, and, notwithstanding anything to the contrary, exercise of this Option is expressly conditioned on compliance with the requirements of this sentence. The Company may, to the extent permitted by Applicable Laws, deduct any such tax obligations from any payment of any kind otherwise due to Optionee. When the Units are registered under the Securities Exchange Act of 1934 (the “Exchange Act”), or other applicable securities laws, Optionee may satisfy such tax obligations in whole or in part by delivery of Units that are already owned by the Optionee which (A) in the case of Units acquired upon exercise of this Option or any other Award, have been owned by the Optionee for more than six months on the date of surrender, and (B) are valued at their fair market value, as determined in good faith by the Company in consultation with a third party advisor or appraiser (the “Fair Market Value”).

Section 5. Payment For Units.

(a) Cash. All or part of the Exercise Price for Option Units may be paid for in cash or a check payable to the Company or by promissory note issued to the Company.

(b) Surrender of Units. To the extent permitted by applicable laws, if the Units are registered under the Exchange Act, all or any part of the Exercise Price for Option Units may be paid for by surrendering Units that are already owned by the Optionee which (A) in the case of Units acquired upon exercise of this Option or any other Award, have been owned by the Optionee for more than six months on the date of surrender and (B) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Option Units as to which this Option is then being exercised. Such Units shall be surrendered to the Company in proper form for transfer, free and clear of any liens, encumbrances, security interests or restrictions thereon, except for restrictions imposed by applicable securities laws, and shall be valued at their then Fair Market Value on the date when this Option is exercised. Notwithstanding the foregoing, the Optionee shall not surrender Units in payment of any Option Units if such action would cause the Company to recognize any compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes.

Section 6. Term and Expiration. This Option shall expire at 11:59 p.m. Eastern Time on the Expiration Date.

Section 7. Limited Interest. The grant of the Option shall not be construed as giving Optionee any interest other than as provided in this Agreement. Optionee shall have no rights as a Member or holder of a membership interest in the Company of the Company as a result of the grant of the Option, until the Option is exercised, the exercise price is paid, and the Units issued thereunder. The grant of the Option shall not affect in any way the right or power of the Company to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger, consolidation or business combination of the Company, or any issuance or modification of any term, condition, or covenant of any bond, debenture, debt, preferred equity, or other instrument ahead of or affecting the Units or the rights of the holders thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or any other act or proceeding of the Company, whether of a similar character or otherwise.

Section 8. Optionee To Become Party to Operating Agreement. Notwithstanding anything to the contrary, as a condition to the issuance of any Option Units, the person in whose name Units are to be registered shall first, if not already a party thereto, become a party to the Company’s Third Amended and Restated Operating Agreement, dated October 31, 2022, among the Company and its members (such agreement, as amended from time to time, the “Operating Agreement”) and become bound by and subject to the obligations of the Operating Agreement.

Section 9. Legality of Initial Issuance. This Option may not be exercised if the issuance of such Units upon such exercise or the method of payment of consideration for such Units would constitute a violation of any Applicable Laws. No Option Units shall be issued upon the exercise of this Option unless and until the Company has determined that:

(a) The Company and the Optionee have taken any and all actions required to register such Option Units under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws or to perfect an exemption from the registration requirements thereof;

(b) any applicable listing requirement of any stock exchange or other securities market on which the Company’s membership interest or Units is listed has been satisfied; and

Section 10. No Registration Rights. The Company may, but shall not be obligated to, register or qualify the sale of Option Units under the Securities Act or any other Applicable Law. The Company shall not be obligated to take any affirmative action in order to cause the issuance and sale of Option Units under this Agreement to comply with any law.

Section 11. Adjustment of Option Units. If the Company at any time shall, by subdivision, combination, reclassification of securities or otherwise, change the Units into the same or a different number of securities of any class or classes, this Option shall thereafter entitle the holder to acquire such number and kind of securities as would have been issuable in respect of the Units (or other securities which were subject to this Option immediately prior to such subdivision, combination, reclassification or other change) as the result of such change if this Option had been exercised in full for cash immediately prior to such change. The Exercise Price hereunder shall be adjusted if and to the extent necessary to reflect such change. If the Units or other securities issuable upon exercise hereof are subdivided or combined into a greater or smaller number of Units, the Units issuable hereunder shall be proportionately increased or decreased, as the case may be, and the Exercise Price shall be proportionately reduced or increased, as the case may be, in both cases according to the ratio which the total number of Units outstanding immediately after such event bears to the total number of Units outstanding immediately prior to such event. The Company shall give the Optionee prompt written notice of any change in the type of securities issuable hereunder, any adjustment of the Exercise Price for the securities issuable hereunder, and any increase or decrease in the number of Units issuable hereunder.

Section 12. Miscellaneous Provisions.

(a) Rights as a Member. Until Option Units are issued upon exercise of this Option (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive distributions or dividends or any other rights as a member of the Company shall exist with respect to such Option Units, notwithstanding the exercise of this Option. The Company shall issue (or cause to be issued) the applicable Option Units promptly after the due exercise of this Option in accordance with this Agreement. No adjustment will be made for a distribution or dividend or other right for which the record date is prior to the date the Option Units are issued.

(b) Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon (i) personal delivery, (ii) the next business day after deposit with a nationally recognized overnight courier or (iii) three days after deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company in writing.

(c) Entire Agreement. This Agreement, together with the Grant Notice, constitute the entire understanding between the parties hereto with regard to the subject matter hereof, and supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

(d) Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

(e) Remedies. The parties agree that the other party will be irreparably damaged if this Agreement is not specifically enforced. Upon a breach or threatened breach of the terms, covenants or conditions of this Agreement by the other party, the first party shall, in addition to all other remedies available, be entitled to a temporary or permanent injunction against the other party, without showing any actual damage, and/or a decree for specific enforcement in accordance with the provisions hereof.

(f) Severability. If any provision of this Agreement is found unenforceable or illegal, the remainder of this Agreement shall remain in full force and effect.

(g) Amendments; Waivers. The Administrator may amend, modify or terminate this Agreement, including but not limited to, substituting therefor another Award of the same or different type, provided that the Optionee’s consent to such action shall be required unless the Administrator determines that the action would not materially and adversely affect the Optionee. No party shall be deemed to waive any rights hereunder unless such waiver is in writing and signed by such party. A waiver in writing on one or more occasions shall not be deemed to be a waiver for any future occasions.

(h) Counterparts. The Grant Notice may be executed in counterparts, including counterparts by telecopier or .pdf, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.

MONTANA TECHNOLOGIES LLC

Option Exercise Notice

Montana Technologies LLC

___________________

Dear Sir or Madam:

I, _______________________ (the “Optionee”), hereby irrevocably exercises the right to purchase _____________ Class Common Units of membership interest (the “Units”), of Montana Technologies LLC, a Delaware limited liability company (the “Company”) at $[To Be Specified] per Unit pursuant to a Membership Interest Option Agreement with the Company dated [To Be Specified] (the “Option Agreement”). Enclosed herewith is a payment of $_____________, the aggregate purchase price for the Units. The Units should be registered in my name as it appears below (or, if signed by my spouse and as indicated below, in my name and my spouse’s name as community property or as joint tenants with right of survivorship).

[I / We] acknowledge and agree that the Option Agreement remains in full force and effect. [I / We] represent and agree that the Units being acquired pursuant to this Option Exercise Notice are being acquired for investment.

Further, [I / we] understand that the Units have not been registered under the Securities Act of 1933, as amended, or any state securities laws.

Optionee:			Spouse (if applicable):

Dated:			Dated:


Signature			Signature
Print Name:			Print Name:
Address:			Address:


			Please Choose One:

			____ Community property

			____ Joint tenants with right of survivorship

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

Montana Technologies Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rate	Amount Registered⁽¹⁾			Proposed Maximum Offering Price Per Share			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Equity	Common stock, $0.0001 par value per share	Rule 457(c) and Rule 457(h)		13,444,581	⁽²⁾	$	12.185	⁽⁵⁾	$	163,822,219.50	⁽⁵⁾		0.00014760	$	24,180.16
Equity	Common stock, $0.0001 par value per share	Rule 457(c) and Rule 457(h)		2,688,916	⁽³⁾	$	12.185	⁽⁵⁾	$	32,764,441.50	⁽⁵⁾		0.00014760	$	4,836.03
Equity	Common stock, $0.0001 par value per share	Rule 457(h)		1,335,080	⁽⁴⁾	$	0.226	⁽⁶⁾	$	301,728.08	⁽⁶⁾		0.00014760	$	44.54
Total Offering Amounts									$	196,888,389.08				$	29,060.73
Total Fee Offsets ⁽⁷⁾															-
Net Fee Due														$	29,060.73

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (“Registration Statement”) also covers any additional number of shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Montana Technologies Corporation (the “Company”) that become issuable under certain non-plan stock option agreements (the “Non-Plan Option Agreements”), the Montana Technologies Corporation 2024 Incentive Award Plan (the “2024 Incentive Plan”) and the Montana Technologies Corporation 2024 Employee Stock Purchase Plan (the “2024 ESPP”) by reason of any stock splits, stock dividends or other distribution, recapitalization or similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2)

Represents shares of Common Stock authorized for future issuance under the 2024 Incentive Plan as of the date of this Registration Statement, which includes 5,371,069 shares of Common Stock initially reserved for issuance under the 2024 Incentive Plan, plus 8,073,512 shares of Common Stock representing an estimate of the shares of Common Stock that may in the future become available under the 2024 Incentive Plan due to an annual automatic increase provision contained therein.

(3)

Represents shares of Common Stock authorized for future issuance under the 2024 ESPP as of the date of this Registration Statement, which includes 1,074,213 shares of Common Stock initially reserved for issuance under the 2024 ESPP, plus 1,614,703 shares of Common Stock representing an estimate of the shares of Common Stock that may in the future become available under the 2024 ESPP due to an annual automatic increase provision contained therein.

(4)

Represents shares of Common Stock issuable upon the exercise of outstanding options to purchase Common Stock granted under Non-Plan Option Agreements.

(5)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act and based on the average of the high and low sales price per share of Common Stock on the Nasdaq Stock Market LLC on June 5, 2024.

(6)

The proposed maximum offer price per share has been determined pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is $0.226 per share, which is the weighted-average exercise price of stock option awards outstanding under the Non-Plan Option Agreements as of the date of the Registration Statement.

(7)

The Registrant does not have any fee offsets.

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