SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2024 • Hyzon Motors Inc. • Electrical industrial apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 19, 2024, between Hyzon Motors Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • New York
Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and
WARRANT AGREEMENT by and between DECARBONIZATION PLUS ACQUISITION CORPORATION, and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 22nd, 2021 • Hyzon Motors Inc. • Electrical industrial apparatus • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 16, 2021, is by and between Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 22nd, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • New York
HYZON MOTORS INC. Class A Common Stock ($0.0001 par value per share) Sales AgreementSales Agreement • June 6th, 2024 • Hyzon Motors Inc. • Electrical industrial apparatus • New York
Hyzon Motors Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (“Roth”) and BTIG, LLC (“BTIG”; each of Roth and BTIG, an “Agent” and together, the “Agents”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of November 18, 2020, by and between Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), and Michael Warren (“Indemnitee”).
WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 15th, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 19th, 2024 • Hyzon Motors Inc. • Electrical industrial apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2020, is made and entered into by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), Decarbonization Plus Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 9th, 2021 • Decarbonization Plus Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 8th day of February, 2021, by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Issuer”), Hyzon Motors Inc., a Delaware corporation (“Hyzon”), and the undersigned (“Subscriber”).
WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 22nd, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 19, 2020, is by and between Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Silver Run Acquisition Corporation III 712 Fifth Avenue, 36th Floor New York, New York 10019Securities Subscription Agreement • September 22nd, 2020 • Decarbonization Plus Acquistion Corp • Blank checks • New York
Silver Run Acquisition Corporation III, a Delaware corporation (the “Company”), is pleased to accept the offer Silver Run Sponsor III, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 11,500,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 1,500,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon t
CONFIDENTIAL 4815-6424-4717 v.4 EMPLOYMENT AGREEMENT Employment Agreement (the “Agreement”), dated as of May 27, 2024 (“Effective Date”), by and between Hyzon Motors USA Inc. (the “Company”), with its principal offices at 599 S. Schmidt Road,...Employment Agreement • May 30th, 2024 • Hyzon Motors Inc. • Electrical industrial apparatus • Illinois
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 22nd, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of October 19, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
Decarbonization Plus Acquisition Corporation Menlo Park, CA 94025 Re: Initial Public Offering Gentlemen:Underwriting Agreement • October 15th, 2020 • Decarbonization Plus Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of [●] of the Company’s units (including up to [●] units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sol
Decarbonization Plus Acquisition Corporation Menlo Park, CA 94025 Re: Initial Public Offering Gentlemen:Underwriting Agreement • October 22nd, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units
BOARD OF DIRECTORS AGREEMENT THIS AGREEMENT is made and entered into effective as of the date set forth below, by and between Hyzon Motors Inc., a Delaware corporation (the “Company”) with its principal place of business located at 475 Quaker Meeting...Board of Directors Agreement • August 8th, 2023 • Hyzon Motors Inc. • Electrical industrial apparatus
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 15th, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2021 • Hyzon Motors Inc. • Electrical industrial apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2021, is made and entered into by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), Decarbonization Plus Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
PRIVILEGED & CONFIDENTIAL AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT dated October 18, 2022 TO THE EMPLOYMENT AGREEMENT dated June 7, 2021 (the “Employment Agreement”), by and between Parker Meeks and Hyzon Motors Inc. (“the Company”)....Employment Agreement • October 21st, 2022 • Hyzon Motors Inc. • Electrical industrial apparatus
August 27, 2021 Personal & ConfidentialRetirement Agreement • September 2nd, 2021 • Hyzon Motors Inc. • Electrical industrial apparatus
This letter describes our agreement concerning the terms of your retirement and separation from Hyzon and is referred to as the “Agreement”. We have decided to offer you additional incentives (additional stock and a consulting project) in exchange for signing this Agreement. Please read it carefully. You should also feel free to have your attorney review this document prior to signing it. Should you choose not to accept these terms, your last day of employment with Hyzon will still be September 17, 2021, and you will receive no additional benefits (as set forth below to include retaining your services as a consultant to Hyzon and restricted stock units scheduled to vest in 2022), beyond those contained in your employment agreement and accrued vacation payout.
DECARBONIZATION PLUS ACQUISITION CORPORATIONAdministrative Support Agreement • October 22nd, 2020 • Decarbonization Plus Acquisition Corp • Blank checks • New York
This letter agreement by and between Decarbonization Plus Acquisition Corporation (the “Company”) and Riverstone Equity Partners LP (“Riverstone”), an affiliate of our sponsor, Decarbonization Plus Acquisition Sponsor, LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Execution Version 4131-1342-5212.13 EQUITY CAPITAL CONTRIBUTION AGREEMENT by and among CHEVRON NEW ENERGIES, A DIVISION OF CHEVRON U.S.A. INC., HYZON ZERO CARBON, INC., and RAVEN SR, INC. dated as of December 21, 2022Equity Capital Contribution Agreement • December 28th, 2022 • Hyzon Motors Inc. • Electrical industrial apparatus • Delaware
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • July 22nd, 2021 • Hyzon Motors Inc. • Electrical industrial apparatus • New York
February 27, 2023 Dear Pat, I am pleased to notify you that, effective 2/17/23 (the “Effective Date”), you will assume the title and position of President, North America. containing, subject to the consent and ratification by the Board of Directors...Employment Agreement • April 4th, 2023 • Hyzon Motors Inc. • Electrical industrial apparatus
ContractStock Purchase Agreement • October 5th, 2022 • Hyzon Motors Inc. • Electrical industrial apparatus
Amendment No. 1 to Board of Directors Agreement This Amendment No. 1 (this “First Amendment”) to the Board of Directors Agreement (the “Agreement”) is made and entered into effective as of July 19, 2023 (the “Amendment Effective Date”), by and between...Board of Directors Agreement • August 8th, 2023 • Hyzon Motors Inc. • Electrical industrial apparatus
February 8, 2021Founder Warrants • February 9th, 2021 • Decarbonization Plus Acquisition Corp • Blank checks
Reference is made to that certain Business Combination Agreement (the “BCA”), to be dated as of the date hereof, by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (“DCRB”), DCRB Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Hyzon Motors Inc., a Delaware corporation (the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by Decarbonization Plus Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each of the other undersigned entities and individuals on Exhibit A, each of whom acquired warrants (the “Private Placement Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share, of DCRB (the “DCRB Class A Common Stock”) in a private placement in connection with DCRB’s initial public offering (together with the Sponsor, the “Holders”), and acknowledged by DCRB, in connection with the transactions contemplated by the BCA (the “Transactions”). Capi
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT dated June 27, 2021 (the “Employment Agreement”), as amended, by and between Parker Meeks (“Executive”) and Hyzon Motors USA Inc. (F/K/A Hyzon Motors Inc.) (“the...Employment Agreement • August 8th, 2023 • Hyzon Motors Inc. • Electrical industrial apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2021 • Hyzon Motors Inc. • Electrical industrial apparatus • New York
Employment Agreement (the “Agreement”), dated as of July 9, 2021, by and between Hyzon Motors Inc. (the “Company”), with its principal offices at 475 Quaker Meeting House Road, Honeoye Falls, NY 14472, and George Gu (“Executive”).
Hyzon Motors Australia – John Edgely – Employment Contract Hyzon Motors Australia Pty Ltd - Employment Contract for John Edgley 1. Parties This Agreement is made between: Hyzon Motors Australia Pty Ltd of Suite 703 157 Walker Street North Sydney NSW...Employment Contract • January 11th, 2023 • Hyzon Motors Inc. • Electrical industrial apparatus • Victoria
EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2021 • Hyzon Motors Inc. • Electrical industrial apparatus • Illinois
THIS Employment Agreement (the “Agreement”), dated as of March 18, 2021, by and between Hyzon Motors Inc. (the “Company”), with its principal offices at 475 Quaker Meeting House Road, Honeoye Falls, NY 14472, and Adam Kroll (“Executive”).
LOCK-UP AGREEMENTLock-Up Agreement • February 9th, 2021 • Decarbonization Plus Acquisition Corp • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of February 8, 2021, by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (“DCRB”), the undersigned stockholders (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) of Hyzon Motors Inc., a Delaware corporation (the “Company”), and the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ContractTechnology Development Agreement • March 1st, 2023 • Hyzon Motors Inc. • Electrical industrial apparatus • Texas
CLASS A COMMON STOCK PURCHASE WARRANT hyzon motors inc.Class a Common Stock Purchase Warrant • July 19th, 2024 • Hyzon Motors Inc. • Electrical industrial apparatus
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 22, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hyzon Motors Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
