25,000,000 Units POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), proposes to sell 25,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,750,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
PUBLIC WARRANT AGREEMENT between POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and XPDI Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2021, is made and entered into by and among Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), XPDI Sponsor II 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE WARRANT AGREEMENT between POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2021 by and between Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654Underwriting Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc. and BofA Securities, Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting 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 redeemable warrant (each whole warrant, a “Warrant”). Each 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 will be sold in the Public Offering pursuant to a registration stateme
Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654 December 15, 2021Office Space and Administrative Services Agreement • December 14th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), XPDI Sponsor II LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services (including without limitation certain financial modeling and related services) as may be required by the Company from time to time, situated at 321 North Clark Street, Suite 2440, Chicago, IL 60654 (or any successor location). In exchange therefor, the Company shall
