by and between
DECARBONIZATION PLUS ACQUISITION CORPORATION,
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
THIS WARRANT AGREEMENT (this Agreement), dated as of July 16, 2021, is by and between Decarbonization Plus Acquisition Corporation, 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).
WHEREAS, on February 8, 2021, the Company entered into that certain Business Combination Agreement and Plan of Reorganization (the BCA), by and among the Company, DCRB Merger Sub Inc., a Delaware corporation (Merger Sub) and Hyzon Motors Inc. (Hyzon), pursuant to which, among other things, Merger Sub will merge with and into the Hyzon, with Hyzon surviving the merger as a wholly owned subsidiary of the Company;
WHEREAS, concurrent with the signing of the BCA, the Company entered into a Subscription Agreement with ACP Mgmt Corp., a Delaware corporation (Ardour), Ardour Capital Investments LLC, a Delaware limited liability company (the Financial Advisor) and Hyzon (the Subscription Agreement), pursuant to which the Company agreed to issue the Warrants (as defined therein).
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.