●] Units Decarbonization Plus Acquisition Corporation III UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • New York
Decarbonization Plus Acquisition Corporation III, 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
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 12th, 2021 • Decarbonization Plus Acquisition Corp III • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Decarbonization Plus Acquisition Corporation III, a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • New York
SOLID POWER, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2021 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Solid Power, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2021, is made and entered into by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (the “Company”), Decarbonization Plus Acquisition Sponsor III 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 • June 15th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 15th day of June, 2021, by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (the “Issuer”), Solid Power, Inc., a Colorado corporation (“Solid Power”), and the undersigned (“Subscriber”).
WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION III and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 26th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 23, 2021, is by and between Decarbonization Plus Acquisition Corporation III, 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 • February 12th, 2021 • Decarbonization Plus Acquisition Corp III • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of February 4, 2021, is made and entered into by and between Decarbonization Plus Acquisition Corporation III, a Delaware corporation (the “Company”), and Decarbonization Plus Acquisition Sponsor III LLC, a Delaware limited liability company (the “Buyer”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 26th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of March 23, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Decarbonization Plus Acquisition Corporation III, 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 III Menlo Park, CA 94025 Re: Initial Public Offering Gentlemen:Underwriting Agreement • February 12th, 2021 • Decarbonization Plus Acquisition Corp III
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 III, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., 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 b
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2021 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (the “Company”), Decarbonization Plus Acquisition Sponsor III 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”).
August 5, 2021 Josh Buettner-Garrett c/o Solid Power, Inc. Re: Confirmatory Employment Letter Dear Josh:Confirmatory Employment Letter • March 1st, 2023 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • Colorado
This confirmatory employment letter agreement (the “Agreement”) is entered into between you and Solid Power, Inc. (the “Company” or “we”), effective as of the date both parties sign below (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date.
SOLID POWER, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 14th, 2022 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Solid Power, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes this Notice of Restricted Stock Unit Grant (this “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
DECARBONIZATION PLUS ACQUISITION CORPORATION IIIAdministrative Support Agreement • March 26th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • New York
This letter agreement by and between Decarbonization Plus Acquisition Corporation III (the “Company”) and Riverstone Equity Partners LP (“Riverstone”), an affiliate of our sponsor, Decarbonization Plus Acquisition Sponsor III 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”):
Decarbonization Plus Acquisition Corporation III Menlo Park, CA 94025 Re: Initial Public Offering Gentlemen:Underwriting Agreement • March 26th, 2021 • Decarbonization Plus Acquisition Corp III • 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 III, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., 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
Decarbonization Plus Acquisition Sponsor III LLC c/o Riverstone Holdings LLCSponsor Letter • June 15th, 2021 • Decarbonization Plus Acquisition Corp III • 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 (as it may be amended, restated, or otherwise modified from time to time in accordance with its terms), by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (“SPAC”), DCRC Merger Sub Inc., a Delaware corporation, and Solid Power, Inc., a Colorado corporation (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.
INDUSTRIAL LEASE AGREEMENT BETWEEN 25 NORTH INVESTORS SPE1, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS LANDLORD AND SOLID POWER, INC., A COLORADO CORPORATION AS TENANT DATED September 1, 2021Industrial Lease Agreement • December 13th, 2021 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Basic Lease Information is attached to and incorporated by reference to an Industrial Lease Agreement between Landlord and Tenant, as defined below.
AMENDMENT TO LEASELease Amendment • December 13th, 2021 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS AMENDMENT TO LEASE is made and entered into this 5th day of December, 2017, by and between Red Pierce, LLC, an Ohio limited liability company (“Landlord”) and Solid Power, Inc., a Colorado corporation (“Tenant”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 12th, 2021 • Decarbonization Plus Acquisition Corp III • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
JOINT DEVELOPMENT AGREEMENT between BMW OF NORTH AMERICA, LLC Woodcliff Lake, New Jersey 07677 hereinafter referred to as “BMW” and Solid Power, Inc. Louisville, CO 80027 USA hereinafter referred to as “Solid Power”Joint Development Agreement • October 13th, 2021 • Decarbonization Plus Acquisition Corp III • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS JOINT DEVELOPMENT AGREEMENT (this “Agreement” or “JDA”) is entered into as of 01 July 2017 (the “Effective Date”), by and between SOLID POWER, INC., a with a principal place of business at 500 S. Arthur Ave., Unit 300, Louisville, CO 80027, USA (“Solid Power”) and BMW OF NORTH AMERICA, LLC, a Delaware limited liability company with a principal place of business at 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677 (“BMW”).
AGREEMENT BETWEEN FORD MOTOR COMPANY AND SOLID POWER INCORPORATED FOR THE JOINT DEVELOPMENT OF SOLID STATE BATTERIES FOR AUTOMOTIVE APPLICATIONSJoint Development Agreement • October 13th, 2021 • Decarbonization Plus Acquisition Corp III • Miscellaneous electrical machinery, equipment & supplies • Michigan
THIS AGREEMENT (“Agreement”) is entered into by and between Ford Motor Company, a corporation organized and existing under the laws of the State of Delaware, having offices at the American Road, Dearborn, Michigan 48121 (hereafter “Ford”), and Solid Power, Inc., having offices at 486 S. Pierce Ave., Suite E, Louisville, Colorado 80027 (hereafter “Solid Power”). Ford and Solid Power may sometimes hereinafter be individually or collectively referred to as “Party” or “Parties” respectively.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 1st, 2023 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • Colorado
This SEPARATION AND RELEASE AGREEMENT (this “Agreement”), dated as of the last date on the signature page of this Agreement, is between Solid Power Operating, Inc. (together with its parent company, Solid Power, Inc., collectively the “Company”) and Jon Jacobs (“Employee”) (collectively, the “parties”).
Execution VersionSeries B Preferred Stock Financing Letter Agreement • August 10th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • Colorado
In connection with the proposed sale and issuance of shares of Series B Preferred Stock (the “Financing”) of Solid Power, Inc., a Colorado corporation (the “Company”, “Solid Power” or “SP”), to Ford Motor Company, a Delaware corporation (“Ford”), pursuant to the terms and conditions of a Series B Preferred Stock Purchase Agreement, dated of even date herewith (the “Effective Date”), by and among the Company, Ford and certain other investors party thereto (the “Purchase Agreement”), the Company and Ford hereby agree that, contemporaneous with the Initial Closing, Ford shall be entitled to the following contractual rights, in addition to any other rights specifically provided to Ford in connection with the Financing pursuant to and in accordance with the Purchase Agreement and the other agreements entered into in connection therewith. Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings ascribed to such terms set forth in th
AMENDMENT TO LETTER AGREEMENTLetter Agreement • August 9th, 2023 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies
This amendment (this “Amendment”) to the letter agreement, dated November 29, 2022 (the “Letter Agreement”), between David Jansen (“you”) and Solid Power, Inc. (the “Company”), is entered into by and between you and the Company, effective as of August 7, 2023 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Letter Agreement.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Third Amendment to Joint...Joint Development Agreement • December 17th, 2024 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Third Amendment (“Third Amendment”) to the Joint Development Agreement effective December 28, 2018 (“Original JDA”) and modified by the Series B Preferred Stock Financing Letter dated May 5, 2021 (“Financing Letter”), and by the Second Amendment to Joint Development Agreement, dated June 30, 2023 (“Second Amendment,” and together with the Original JDA, Financing Letter, and this Third Amendment, the “JDA”) is by and between Ford Motor Company, located at One American Road, Dearborn, MI 48126 (“Ford”) and Solid Power Operating, Inc., located at 486 S. Pierce Avenue, Suite E, Louisville, CO 80027 (“Solid Power”). Ford and Solid Power may be referred to individually as a “Party” or collectively as the “Parties,” as the context requires. This Third Amendment is effective as of the date of the last party to sign.
LINE INSTALLATION AGREEMENTLine Installation Agreement • January 16th, 2024 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies
This LINE INSTALLATION AGREEMENT (together with the schedules attached hereto, this “Agreement”) is entered into effective as of January 10, 2024 (the “Effective Date”) and is among Solid Power Korea Co., Ltd., a Company incorporated under the laws of Republic of Korea and having its registered office at Spaces Gran Seoul, 7th Floor, Tower l , 33 Jong-ro, Jongno-gu, Seoul, 03159, the Republic of Korea (“Solid Power Korea”), SK On Co., Ltd., a Company incorporated under the laws of Republic of Korea and having its registered office at 51 Jongro, Jongno-gu, Seoul 03188 Republic of Korea (“SK On,” and together with Solid Power Korea, the “Parties”), and, for the limited purposes of Section 12.16, Solid Power, Inc., a Delaware corporation, having its principal business address of 486 S. Pierce Ave., Suite E, Louisville, Colorado 80027 USA (“Parent”).
SOLID POWER, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 14th, 2022 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Solid Power, Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CONFIDENTIAL. [ * * * ] INDICATES THAT INFORMATION HAS BEEN REDACTED. SECOND AMENDMENT TO LEASELease Agreement • December 2nd, 2022 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of the date of Landlord’s signature below (the “Amendment Effective Date”), by and between Red Pierce, LLC, an Ohio limited liability company (“Landlord”), and Solid Power Operating, Inc., a Colorado corporation (“Tenant”).
AMENDMENT NO. 2 to JOINT DEVELOPMENT AGREEMENT between BMW OF NORTH AMERICA, LLCJoint Development Agreement • October 13th, 2021 • Decarbonization Plus Acquisition Corp III • Miscellaneous electrical machinery, equipment & supplies
The Joint Development Agreement (“JDA”) entered into as of July 1, 2017 and amended on February 18, 2021 (“Amendment No. 1”) by and between Solid Power, Inc., with a principal place of business at 486 S. Pierce Ave., Suite E, Louisville, CO 80027, USA (“Solid Power”), and BMW of North America, LLC, a Delaware limited liability company with a principal place of business at 300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, USA (“BMW”), collectively the “Parties,” shall be amended as set forth in this Amendment No. 2 to the JDA.
SOLID POWER, INC. BOARD NOMINATION AND SUPPORT AGREEMENTBoard Nomination and Support Agreement • August 10th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • Delaware
THIS BOARD NOMINATION AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 5, 2021, by and between Solid Power, Inc., a Colorado corporation (the “Company”), BMW Holding B.V., a Dutch limited liability company (“BMW”), and those certain stockholders of the Company listed on Schedule A (the “Key Holders”).
LEASE AGREEMENT between RED PIERCE, LLC, as Landlord and SOLID POWER, INC., as Tenant 486 S. Pierce Avenue, Suite E Louisville, Colorado LEASE AGREEMENT 486 S. Pierce Avenue Louisville, ColoradoLease Agreement • December 13th, 2021 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • Colorado
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DECARBONIZATION PLUS ACQUISITION CORPORATION III, DCRC MERGER SUB INC., and SOLID POWER, INC. Dated as of June 15, 2021Business Combination Agreement • June 15th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 15, 2021 (this “Agreement”), by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (“DCRC”), DCRC Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Solid Power, Inc., a Colorado corporation (the “Company”).
Solid Power, Inc. Executive Change in Control and Severance Plan Participation AgreementExecutive Change in Control and Severance Plan Participation Agreement • March 23rd, 2022 • Solid Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • Colorado
Solid Power, Inc. (the “Company”) is pleased to inform you, the undersigned that you have been selected to participate in the Company’s Executive Change in Control and Severance Plan (the “Plan”) as a Participant.
AMENDMENT NO. 1 to JOINT DEVELOPMENT AGREEMENT between BMW OF NORTH AMERICA, LLC Woodcliff Lake, NJ 07677 USA hereinafter referred to as “BMW” and SOLID POWER, INC. Louisville, CO 80027 USA hereinafter referred to as “Solid Power”Joint Development Agreement • August 10th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks
The Joint Development Agreement (“Agreement” or “JDA”) entered into as of July 1, 2017, by and between Solid Power, Inc., with a principal place of business at 486 S. Pierce Ave., Suite E, Louisville, CO 80027, USA (“Solid Power”), and BMW of North America, LLC, a Delaware limited liability company with a principal place of business at 300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, USA (“BMW”), shall be amended.
AGREEMENT BETWEEN FORD MOTOR COMPANY AND SOLID POWER INCORPORATED FOR THE JOINT DEVELOPMENT OF SOLID STATE BATTERIES FOR AUTOMOTIVE APPLICATIONSJoint Development Agreement • August 10th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • Michigan
THIS AGREEMENT (“Agreement”) is entered into by and between Ford Motor Company, a corporation organized and existing under the laws of the State of Delaware, having offices at the American Road, Dearborn, Michigan 48121 (hereafter “Ford”), and Solid Power, Inc., having offices at 486 S. Pierce Ave., Suite E, Louisville, Colorado 80027 (hereafter “Solid Power”). Ford and Solid Power may sometimes hereinafter be individually or collectively referred to as “Party” or “Parties” respectively.
