AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July 16, 2021, is made and entered into by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the Company), Decarbonization Plus Acquisition Sponsor, LLC, a Delaware 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).
WHEREAS, on October 19, 2020, the Company, the Sponsor and certain other security holders named therein (the Existing Holders) entered into that certain Registration Rights Agreement (the Existing Registration Rights Agreement), pursuant to which the Company granted the Sponsor and such other Existing Holders certain registration rights with respect to certain securities of the Company;
WHEREAS, on February 8, 2021, the Company, DCRB Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), and Hyzon Motors Inc., a Delaware corporation (Hyzon), entered into that certain Business Combination Agreement and Plan of Reorganization (the BCA), pursuant to which, among other things, Merger Sub will merge with and into Hyzon on or about the date hereof, with Hyzon surviving the merger as a wholly owned subsidiary of the Company (the Business Combination);
WHEREAS, after the closing of the Business Combination, the Holders will own shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), and the Sponsor, WRG DCRB Investors, LLC, James AC McDermott, Jeffrey Tepper, Dr. Jennifer Aaker, and Jane Kearns will own warrants to purchase 6,514,500 shares of Common Stock (the Private Placement Warrants); and
WHEREAS, the Company and the Existing Holders desire to amend and restate the Existing Registration Rights Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1. Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Agreement shall have the meaning given in the Preamble.
BCA shall have the meaning given in the Recitals hereto.
Board shall mean the board of directors of the Company.
Business Combination shall have the meaning given in the Recitals hereto.
Commission shall mean the Securities and Exchange Commission.
Common Stock shall have the meaning given in the Recitals hereto.
Company shall have the meaning given in the Preamble.