35,000,000 Units Decarbonization Plus Acquisition Corporation II UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
Decarbonization Plus Acquisition Corporation II, 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, 35,000,000 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 5,250,000 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2021, is made and entered into by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), Decarbonization Plus Acquisition Sponsor II 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”).
WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 9th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 3, 2021, is by and between Decarbonization Plus Acquisition Corporation II, 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”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • January 19th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of December 8, 2020, is made and entered into by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and Decarbonization Plus Acquisition Sponsor II LLC, a Delaware limited liability company (the “Buyer”).
Decarbonization Plus Acquisition Corporation II Menlo Park, CA 94025 Re: Initial Public Offering Gentlemen:Underwriting Agreement • January 19th, 2021 • Decarbonization Plus Acquisition Corp II • 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-third 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 so
WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 5th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Decarbonization Plus Acquisition Corporation II, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 9th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of February 3, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
SIDE LETTER AGREEMENTSide Letter Agreement • May 26th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • Delaware
This Side Letter Agreement (this “Agreement”) is made as of May 25, 2021 by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“SPAC”) and the undersigned shareholders of Tritium Holdings Pty Ltd (together, the “Consortium”, and each a “Consortium Member”, and together with the SPAC, the “Parties”). Unless otherwise noted, capitalized terms used but not otherwise defined have the meaning set forth in the BCA (as defined below).
BUSINESS COMBINATION AGREEMENT by and among DECARBONIZATION PLUS ACQUISITION CORPORATION II, TRITIUM DCFC LIMITED, HULK MERGER SUB, INC., and TRITIUM HOLDINGS PTY LTD Dated as of May 25, 2021Business Combination Agreement • May 26th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • July 27th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [●] day of [●], 2021, by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“DCRN”), Tritium DCFC Limited (ACN 650 026 314), an Australian public company (the “Issuer”), and the undersigned (“Subscriber”).
Decarbonization Plus Acquisition Corporation II Menlo Park, CA 94025 Re: Initial Public Offering Gentlemen:Underwriting Agreement • February 9th, 2021 • Decarbonization Plus Acquisition Corp II • 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 40,250,000 of the Company’s units (including up to 5,250,000 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-third 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 Unit
DECARBONIZATION PLUS ACQUISITION CORPORATION IIAdministrative Support Agreement • January 19th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
St Baker Energy Holdings Pty Ltd as trustee for the St Baker Energy Innovation Trust Ilwella Pty Ltd Varley Holdings Pty. Limited Finnmax Pty Ltd as trustee for The Finn Family Trust Tritium DCFC Limited Decarbonization Plus Acquisition Corporation II...Commitment Agreement • May 26th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • Queensland
A Concurrently with the execution of this Agreement, NewCo, SPAC, Tritium and Merger Sub are entering into a Business Combination Agreement, dated the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the Business Combination Agreement), pursuant to which, among other things, Merger Sub will merge with and into DCRN (the Merger) with DCRN surviving the Merger as a wholly owned subsidiary of NewCo.
Decarbonization Plus Acquisition Sponsor II LLC c/o Riverstone Holdings LLCSponsor Letter • May 26th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks
This letter (this “Sponsor Letter”) is being delivered to you in accordance with that Business Combination Agreement, dated as of the date hereof, by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“SPAC”), Hulk Merger Sub, Inc., a Delaware corporation, Tritium DCFC Limited, an Australian public company limited by shares (“NewCo”) and Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (the “Company”) (the “Business Combination Agreement”) and the transactions contemplated therein (the “Business Combination”). Certain capitalized terms used herein are defined in paragraph 4 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 27th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “First Amendment”) is entered into as of July 27, 2021 (the “Effective Date”), by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“SPAC”), Tritium DCFC Limited, an Australian public company limited by shares (“NewCo”), Hulk Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (the “Company” and, together with SPAC, NewCo, Merger Sub and the Company, collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
DECARBONIZATION PLUS ACQUISITION CORPORATION IIAdministrative Support Agreement • February 9th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
This letter agreement by and between Decarbonization Plus Acquisition Corporation II (the “Company”) and Riverstone Equity Partners LP (“Riverstone”), an affiliate of our sponsor, Decarbonization Plus Acquisition Sponsor II 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”):
