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
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.
