Administrative Support Agreement Sample Contracts

Standard Contracts

Apex Technology Acquisition Corporation II
Administrative Support Agreement • July 13th, 2021 • Apex Technology Acquisition Corp. II • Blank checks • New York

This letter agreement by and between Apex Technology Acquisition Corporation II (the “Company”) and First In Line Enterprises, Inc. (“First In Line”), 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 U.S. 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”):

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HENNESSY CAPITAL INVESTMENT CORP. VI
Administrative Support Agreement • October 1st, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York

This letter agreement by and between Hennessy Capital Investment Corp. VI (the “Company”) and Hennessy Capital Group LLC (“Hennessy Capital”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

KIMBELL TIGER OPERATING COMPANY, LLC 777 Taylor St. Fort Worth, Texas 76102 February 3, 2022
Administrative Support Agreement • February 8th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • New York
Alpha Healthcare Acquisition Corp. III
Administrative Support Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York

This letter agreement by and between Alpha Healthcare Acquisition Corp. III (the “Company”) and Constellation Alpha Holdings LLC (“Constellation”), 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 U.S. 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”):

PROPTECH INVESTMENT CORPORATION II
Administrative Support Agreement • December 9th, 2020 • Proptech Investment Corp. Ii • Blank checks • New York

This letter agreement by and between PropTech Investment Corporation II (the “Company”) and HC Proptech Partners II LLC (“HC”), 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 U.S. 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”):

VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, FL 33130
Administrative Support Agreement • December 8th, 2022 • Newsight Imaging Ltd.

This letter agreement by and between Vision Sensing Acquisition Corp. (the “Company”) and Vision Sensing LLC (the “Sponsor”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

LF CAPITAL ACQUISITION CORP. II 1909 Woodall Rodgers Freeway, Suite 500 Dallas, TX 75201 November 16, 2021
Administrative Support Agreement • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York

This letter agreement, dated as of the date hereof (this “Agreement”), by and between LF Capital Acquisition Corp. II (the “Company”) and Level Field Capital II, LLC (“Sponsor”), will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Stock Market, LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

McLaren Technology Acquisition Corp.
Administrative Support Agreement • November 5th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York

This letter agreement by and between McLaren Technology Acquisition Corp. (the “Company”) and McLaren Technology Acquisition Sponsor LLC (the “Sponsor”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

CHURCHILL CAPITAL CORP IX
Administrative Support Agreement • May 7th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks

This letter agreement by and between Churchill Capital Corp IX (the “Company”) and M Klein Associates, Inc., a New York corporation (the “Services Provider”), an affiliate of our sponsor, Churchill Sponsor IX LLC (“Sponsor”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

GOLDENSTONE ACQUISITION LIMITED
Administrative Support Agreement • March 22nd, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York

This letter agreement by and between Goldenstone Acquisition Limited (the “Company”) and Windfall Plaza Management, LLC (“Windfall”) 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 (Registration No. 333-257209) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

NEWHOLD INVESTMENT CORP. II 12141 Wickchester Lane Suite 325 Houston, TX 77079
Administrative Support Agreement • October 4th, 2021 • NewHold Investment Corp. II • Blank checks • New York

This letter agreement by and between NewHold Investment Corp. II, a Delaware corporation (the “Company”) and NewHold Enterprises (Management) LLC, a Delaware limited liability company (“NEM”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-254667) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

Embrace Change Acquisition Corp.
Administrative Support Agreement • August 12th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York

This letter agreement by and between Embrace Change Acquisition Corp. (the “Company”) and ARC Group Limited (“ARC”), 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 Global Market (the “Listing Date”), pursuant to two Registration Statements on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (collectively 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”):

Aimei Health Technology Co., Ltd
Administrative Support Agreement • October 27th, 2023 • Aimei Health Technology Co., Ltd. • Blank checks

This letter agreement by and between Aimei Health Technology Co., Ltd (the “Company”) and Aimei Investment Ltd (“Sponsor”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (collectively 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”):

NABORS ENERGY TRANSITION CORP. II
Administrative Support Agreement • July 19th, 2023 • Nabors Energy Transition Corp. II • Blank checks

This letter agreement by and between Nabors Energy Transition Corp. II (the “Company”) and Nabors Corporate Services, Inc. (“Affiliate”), an affiliate of Nabors Energy Transition Sponsor II LLC (“Sponsor”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (File No. 333-272810) and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

SANABY HEALTH ACQUISITION CORP. I
Administrative Support Agreement • October 19th, 2021 • Sanaby Health Acquisition Corp. I • Blank checks • New York

This letter agreement by and between Sanaby Health Acquisition Corp. I (the “Company”) and Sanaby Health Sponsor I LLC (the “Sponsor”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

SILVER RUN ACQUISITION CORPORATION II 1000 Louisiana Street, Suite 1450
Administrative Support Agreement • March 29th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York

This letter agreement by and between Silver Run Acquisition Corporation II (the “Company”) and Riverstone Equity Partners LP (“Riverstone”), an affiliate of our sponsor, Silver Run Sponsor II, 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”):

BULLPEN PARLAY ACQUISITION COMPANY
Administrative Support Agreement • November 17th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York

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 Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Bullpen Management, LLC, a Delaware limited liability company (“Management”), shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 215 2nd St, Floor 3, San Francisco, California 94105 (or any successor location). In exchange therefore, the Company shall pay Management

This contract will provide administrative support necessary for implementing the Art Bento @ HiSAM Program.
Administrative Support Agreement • December 7th, 2018

The Hawai`i State Art Museum was established in 2002 to provide educational programming and intellectual access to the Art in Public Places (APP) Collection of the HSFCA. The Art Bento @ HiSAM Program is a standards-based museum outreach education program for O`ahu Department of Education (DOE) public and public charter school students Grades 2 – 6 and their teachers. The program provides multidisciplinary arts education using works of art from the APP collection on view at the museum as a catalyst for learning.

Contract
Administrative Support Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies

This letter agreement by and between L Catterton Asia Acquisition Corp (the “Company”) and LCA Acquisition Sponsor, LP (the “Sponsor”), 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 The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 filed by the Company 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”):

PARABELLUM ACQUISITION CORP. 3811 Turtle Creek Blvd, Suite 2125, Dallas, TX 75219
Administrative Support Agreement • September 7th, 2021 • Parabellum Acquisition Corp. • Blank checks • New York
MedTech Acquisition Corporation
Administrative Support Agreement • September 30th, 2021 • Memic Innovative Surgery Ltd. • New York

This letter agreement by and between MedTech Acquisition Corporation (the “Company”) and MedTech Acquisition Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

Maxpro Capital Acquisition Corp.
Administrative Support Agreement • October 14th, 2021 • Maxpro Capital Acquisition Corp. • Blank checks • New York

This letter agreement by and between Maxpro Capital Acquisition Corp. (the “Company”) and Maxpro Capital Management LTD (“Maxpro”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

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BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC
Administrative Support Agreement • November 30th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks

This letter agreement by and between Beard Energy Transition Acquisition Corp. (the “SPAC”), Beard Energy Transition Acquisition Holdings LLC (the “Company”), Beard Energy Transition Acquisition Sponsor LLC (“Sponsor”), and Beard Energy Transition Acquisition Holdings Sub LLC (“Affiliate”), an affiliate of Sponsor will confirm our agreement that, commencing on the date certain securities of the SPAC are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the SPAC of an initial business combination or the SPAC’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

Contract
Administrative Support Agreement • March 26th, 2021 • B. Riley Principal 250 Merger Corp. • Blank checks • New York

This letter agreement (this “Agreement”) by and between B. Riley Principal 250 Merger Corp. (the “Company”) and B. Riley Corporate Services, Inc. (“BRCS”), 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 U.S. 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”):

BYNORDIC ACQUISITION CORPORATION c/o Pir 29 Einar Hansens Esplanad 29
Administrative Support Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York

This letter agreement by and between byNordic Acquisition Corporation (the “Company”) and Water by Nordic AB (“WBN”), 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 U.S. 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”):

EMPOWERMENT & INCLUSION CAPITAL I CORP.
Administrative Support Agreement • January 12th, 2021 • Empowerment & Inclusion Capital I Corp. • Blank checks • New York

This letter agreement (this “Agreement”) by and between Empowerment & Inclusion Capital I Corp. (the “Company”) and PNC Bank, National Association (“PNC”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

JUNIPER INDUSTRIAL HOLDINGS, INC.
Administrative Support Agreement • November 13th, 2019 • Juniper Industrial Holdings, Inc. • Blank checks • New York

This letter agreement by and between Juniper Industrial Holdings, Inc. (the “Company”) and Juniper Industrial Sponsor, LLC (“Sponsor”), 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 New York Stock Exchange (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”):

7GC & CO. HOLDINGS INC.
Administrative Support Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York

This letter agreement by and between 7GC & Co. Holdings Inc. (the “Company”) and 7GC & Co. Holdings LLC (the “Sponsor”), 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 U.S. 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”):

ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I 333 Earle Ovington Blvd. Suite 900
Administrative Support Agreement • October 8th, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York
TRINE ACQUISITION CORP.
Administrative Support Agreement • March 20th, 2019 • Trine Acquisition Corp. • Blank checks • New York

This letter agreement by and between Trine Acquisition Corp. (the “Company”) and Robin Trine Holdings LLC (“RTH 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

Delwinds Insurance Acquisition Corp. One City Centre 1021 Main Street, Suite 1960 Houston, TX 77002
Administrative Support Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York

This letter agreement by and between Delwinds Insurance Acquisition Corp. (the “Company”) and DIAC Sponsor LLC (“DIAC Sponsor”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

Stable Road Acquisition Corp.
Administrative Support Agreement • November 13th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York

This letter agreement by and between Stable Road Acquisition Corp. (the “Company”) and Stable Road Capital, LLC (“Stable Road Capital”), 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 U.S. 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”):

Sagaliam Acquisition Corp.
Administrative Support Agreement • December 27th, 2021 • Sagaliam Acquisition Corp • Blank checks • New York

This letter agreement by and between Sagaliam Acquisition Corp. (the “Company”) and Sagaliam Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on May 1, 2021 (the “Effective Date”) 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 on Form S-1 relating to the Company’s initial public offering filed with the U.S. securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

Athena Technology Acquisition Corp.
Administrative Support Agreement • March 22nd, 2021 • Athena Technology Acquisition Corp. • Blank checks • New York

This letter agreement by and between Athena Technology Acquisition Corp. (the “Company”) and Athena Technology Sponsor LLC (“Provider”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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
Administrative Support Agreement • March 26th, 2021 • Decarbonization Plus Acquisition Corp III • 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”):

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