WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of August 10, 2021Warrant Agreement • August 13th, 2021 • Decarbonization Plus Acquisition Corp IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 2021, is by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 7th, 2021 • Decarbonization Plus Acquisition Corp IV • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between DECARBONIZATION PLUS ACQUISITION CORPORATION IV, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • March 15th, 2021 • Decarbonization Plus Acquisition Corp IV • New York
This Securities Subscription Agreement (this “Agreement”), effective as of February 24, 2021, is made and entered into by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2021 • Decarbonization Plus Acquisition Corp IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2021 is made and entered into by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 30th, 2021 • Decarbonization Plus Acquisition Corp IV • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
August 10, 2021Letter Agreement • August 13th, 2021 • Decarbonization Plus Acquisition Corp IV • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 31,625,000 of the Company’s units (including up to 4,125,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 13th, 2021 • Decarbonization Plus Acquisition Corp IV • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 10, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 13th, 2021 • Decarbonization Plus Acquisition Corp IV • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 10, 2021 by and between Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
●] Units Decarbonization Plus Acquisition Corporation IV UNDERWRITING AGREEMENTIv Underwriting Agreement • July 30th, 2021 • Decarbonization Plus Acquisition Corp IV • Blank checks • New York
Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (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 u
DECARBONIZATION PLUS ACQUISITION CORPORATION IVDecarbonization Plus Acquisition Corp IV • August 13th, 2021 • Blank checks • New York
This letter agreement by and between Decarbonization Plus Acquisition Corporation IV (the “Company”) and Riverstone Equity Partners LP (“Riverstone”), an affiliate of our sponsor, Decarbonization Plus Acquisition Sponsor IV LLC (“Sponsor”), 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 U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
September 25, 2022 Decarbonization Plus Acquisition Corporation IV Menlo Park, CA Hammerhead Resources Inc. 2700, 525-8th Avenue SW Calgary, Alberta T2P 1G1 Re: Sponsor Letter Ladies and Gentlemen:Decarbonization Plus Acquisition Corp IV • September 26th, 2022 • 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 IV, a Cayman Islands exempted company (“SPAC”), Hammerhead Resources Inc., an Alberta corporation (the “Company”), Hammerhead Energy Inc., an Alberta corporation (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability corporation (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.
September 25, 2022 Riverstone Global Energy and Power Fund V (Cayman), L.P. Riverstone V CIOC LP c/o Riverstone Holdings LLC New York, NY 10019 Riverstone V Investment Management Coöperatief U.A. Riverstone V REL Hammerhead B.V. Herengracht 450 The...Decarbonization Plus Acquisition Corp IV • September 26th, 2022 • Blank checks • New York
Reference is made to the support agreements, dated as of the date hereof (the “Support Agreements”), by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“SPAC”), Hammerhead Resources Inc., an Alberta corporation (the “Company”), and each of (a) Riverstone V Investment Management Coöperatief U.A. (“R5 Coop”), (b) Riverstone V REL Hammerhead B.V., and (c) Riverstone V CIOC LP (collectively, the “Riverstone V Shareholders”), delivered in accordance with the Business Combination Agreement, dated as of the date hereof (the “Business Combination Agreement”), by and among SPAC, the Company, Hammerhead Energy Inc., an Alberta corporation (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability company (“AmalCo”), pursuant to which, among other things, (i) SPAC will transfer by way of continuation from the Cayman Islands to Alberta and domesticate as an Alberta corporation, (ii) SPAC will amalgamate with NewCo to form the post-closing publi
SUPPORT AGREEMENTSupport Agreement • September 26th, 2022 • Decarbonization Plus Acquisition Corp IV • Blank checks • Alberta
WHEREAS concurrently with the execution and delivery of this Agreement, SPAC, the Company, Hammerhead Energy Inc. (“NewCo”) and 2453729 Alberta ULC (“AmalCo”) have entered into a business combination agreement (the ”Business Combination Agreement”) regarding a proposed arrangement under section 193 of the Business Corporations Act (Alberta) pursuant to which, among other things: (a) SPAC shall transfer by way of continuation from the Cayman Islands to Alberta and domesticate as an Alberta corporation and shall subsequently amalgamate with NewCo to form New SPAC; (b) the Company shall effect the Company Warrant Settlement; (c) the Company shall merge with AmalCo; (d) each Company Preferred Share outstanding shall be exchanged for New SPAC Class A Common Shares based on the applicable exchange ratio provided in the Plan of Arrangement; (e) each Company RSU and each Company Option then outstanding shall be exchanged for an option to acquire New SPAC Class A Common Shares based on the appl
WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT HAMMERHEAD ENERGY INC., DECARBONIZATION PLUS ACQUISITION CORPORATION IV, CONTINENTAL STOCK TRANSFER & TRUST COMPANY, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated February 21, 2023Warrant Assignment and Assumption Agreement • February 27th, 2023 • Decarbonization Plus Acquisition Corp IV • Blank checks • New York
This Assignment and Assumption Agreement (the “Agreement”) is entered into as of February 21, 2023 (the “Effective Date”), by and among Decarbonization Plus Acquisition IV Corporation, an Alberta corporation (“DCRD”), Hammerhead Energy Inc., an Alberta corporation (“NewCo”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) and Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • September 26th, 2022 • Decarbonization Plus Acquisition Corp IV • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of September 25, 2022 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“SPAC”), Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company (“Sponsor”), and each of the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or management team (the “Insiders”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement.
BUSINESS COMBINATION AGREEMENT by and among DECARBONIZATION PLUS ACQUISITION CORPORATION IV, HAMMERHEAD RESOURCES INC., HAMMERHEAD ENERGY INC. and 2453729 ALBERTA ULC Dated as of September 25, 2022Business Combination Agreement • September 26th, 2022 • Decarbonization Plus Acquisition Corp IV • Blank checks • Alberta
BUSINESS COMBINATION AGREEMENT, dated as of September 25, 2022 (this “Agreement”), by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“SPAC”), Hammerhead Resources Inc., an Alberta corporation (the “Company”), Hammerhead Energy Inc., an Alberta corporation (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability corporation (“AmalCo” and together with SPAC, the Company, and NewCo, collectively, the “Parties”).
LOCK-UP AGREEMENTLock-Up Agreement • September 26th, 2022 • Decarbonization Plus Acquisition Corp IV • Blank checks • Alberta
This Lock-Up Agreement (this “Agreement”) is made and entered into as of [ ], 2022, by and among the Lock-Up Shareholders (as defined in the Business Combination Agreement) (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) and Hammerhead Energy Inc., an Alberta corporation (such entity, following the Business Combination (as defined below), 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).
