27,500,000 Units Decarbonization Plus Acquisition Corporation V UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2021 • Decarbonization Plus Acquisition Corp V • Blank checks • New York
Decarbonization Plus Acquisition Corporation V, 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 us
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2021 • Decarbonization Plus Acquisition Corp V • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between DECARBONIZATION PLUS ACQUISITION CORPORATION V, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • October 8th, 2021 • Decarbonization Plus Acquisition Corp V • Blank checks • New York
This Securities Subscription Agreement (this “Agreement”), effective as of March 23, 2021, is made and entered into by and between Decarbonization Plus Acquisition Corporation V, a Cayman Islands exempted company (the “Company”), and Decarbonization Plus Acquisition Sponsor V LLC, a Cayman Islands limited liability company (the “Buyer”).
FORM OF PUBLIC WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [•], 2021Public Warrant Agreement • October 8th, 2021 • Decarbonization Plus Acquisition Corp V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Decarbonization Plus Acquisition Corporation V, 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”).
FORM OF PRIVATE WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [], 2021Private Warrant Agreement • October 8th, 2021 • Decarbonization Plus Acquisition Corp V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Decarbonization Plus Acquisition Corporation V, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 8th, 2021 • Decarbonization Plus Acquisition Corp V • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Decarbonization Plus Acquisition Corporation V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2021 • Decarbonization Plus Acquisition Corp V • 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 V, a Cayman Islands exempted company (the “Company”), Decarbonization Plus Acquisition Sponsor V 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 8th, 2021 • Decarbonization Plus Acquisition Corp V • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Decarbonization Plus Acquisition Corporation V, a Cayman Islands exempted company (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
DECARBONIZATION PLUS ACQUISITION CORPORATION V 2744 Sand Hill Road, Suite 100 Menlo Park, CA 94025Decarbonization Plus Acquisition Corp V • October 8th, 2021 • Blank checks • New York
Decarbonization Plus Acquisition Corporation V Menlo Park, CA 94025 Re:Initial Public Offering Ladies and Gentlemen:Decarbonization Plus Acquisition Corp V • October 8th, 2021 • 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 V, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of [●] of the Company’s units (including up to [●] 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 be sold in th
