35,000,000 Units Decarbonization Plus Acquisition Corporation II UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 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 • January 19th, 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 • January 19th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
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:Letter 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 • January 19th, 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 • January 19th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks • 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 II, 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 IIDecarbonization Plus Acquisition Corp II • January 19th, 2021 • Blank checks • New York
