INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • New York
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”).
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”).
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 IIIDecarbonization Plus Acquisition Corp III • March 26th, 2021 • 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:Letter 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
