Exhibit 10.8


 


POWER & DIGITAL INFRASTRUCTURE ACQUISITION
II CORP.


321 North Clark Street, Suite 2440


Chicago, IL 60654


 


March 30, 2021


 


XPDI Sponsor II LLC


321 North Clark Street, Suite 2440


Chicago, IL 60654


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


We are pleased to accept the offer XPDI Sponsor
II LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock
(the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other
classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject
to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Power &
Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment
option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing
to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:


 


1. Purchase of
Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the
Company hereby sells and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company,
subject to the forfeiture provisions of Section 3 below, on the terms and subject to the conditions set forth in this Agreement.


 


2. Representations, Warranties
and Agreements.


 


2.1 Subscriber’s Representations,
Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants
to the Company and agrees with the Company as follows:


 


2.1.1 No Government Recommendation or Approval.
The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of
the Shares.


 


2.1.2 No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument
to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber is subject, or (iv) any agreement,
order, judgment or decree to which the Subscriber is subject.


 


2.1.3 Organization and Authority. The Subscriber
is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite
power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement
will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of
creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding
at law or in equity).


 






     


     


    

 


2.1.4 Experience, Financial Capability and
Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the
investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time
because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be resold unless
subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of
evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must
bear the economic risk of this investment until the Shares are sold pursuant to: (x) an effective registration statement under the
Securities Act or (y) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic
risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.


 


2.1.5 Access to Information; Independent Investigation.
Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives
of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and
the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make
this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based
upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands
that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section
2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral,
relating to the Company, its operations or its prospects.


 


2.1.6 Regulation D Offering. Subscriber represents
that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act
of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance
on a private placement exemption applicable to “accredited investors” or similar exemptions under federal and state law.


 


2.1.7 Investment Purposes. The Subscriber
is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of
any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not enter into this Agreement
as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act.


 


2.1.8 Restrictions on Transfer; Shell Company.
Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities
Act. Subscriber understands the Shares will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act
and Subscriber understands that the certificate representing the Shares will contain a legend in respect of such restrictions. If in the
future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or
otherwise transferred only in accordance with the provisions of Section 5.1 hereof. Subscriber agrees that if any transfer of its Shares
or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to
the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell
the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber
for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical
compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9 No Governmental Consents.
No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber
in connection with the transactions contemplated by this Agreement.


 


2.2 Company’s Representations, Warranties
and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and
agrees with the Subscriber as follows:


 


2.2.1 Organization and Corporate Power.
The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The
Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this
Agreement.


 



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2.2.2 No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the Certificate of Incorporation or Bylaws of the Company, (ii) any agreement, indenture or instrument
to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any agreement, order,
judgment or decree to which the Company is subject.


 


2.2.3 Title to Securities. Upon issuance in
accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares,
free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements
to which the Shares may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and
state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4 No Adverse Actions. There are no actions,
suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent
the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any
transactions or seek to recover damages or to obtain other relief in connection with any transactions.


 


3. Forfeiture of Shares.


 


3.1 Partial or No Exercise of the Over-allotment
Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full,
the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of [937,500]
Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture,
the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares (not including Shares
issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the
issued and outstanding Common Stock immediately following the IPO.


 


3.2 Termination of Rights as Stockholder.
If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest),
shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is appropriate to cancel such Shares.


 


4. Waiver of Liquidation Distributions;
Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all
right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be
established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO
will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Common
Stock in the IPO or in the aftermarket, any additional Common Stock so purchased shall be eligible to receive any liquidating
distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares for funds held in the
Trust Account upon the successful completion of an initial business combination by the Company.


 


5. Restrictions on
Transfer.


 


5.1 Securities Law Restrictions. In
addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to
sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed
to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the
Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and
the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 



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5.2 Lock-up. Subscriber acknowledges that
the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter. Pursuant to the Insider
Letter, and subject to the exceptions contained therein, Subscriber will agree not to sell, transfer, pledge, hypothecate or otherwise
dispose of all or any part of the Shares until the earlier to occur of: (A) one year after the completion of the Company’s initial
business combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction
after its initial business combination that results in all of its stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial business combination the Shares will be released
from the Lock-up.


 


5.3 Restrictive Legends. All certificates
representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF THE LOCKUP PERIOD.”


 


5.4 Additional Shares or Substituted Securities.
In the event of the declaration of a stock dividend, the declaration of a special dividend payable in a form other than Common Stock,
a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s
outstanding Common Stock without receipt of consideration, any new, substituted or additional securities or other property which are by
reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible
shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or
property shall be made to the number or class of Shares subject to this Section 5 and Section 3.


 


5.5 Registration Rights. Subscriber acknowledges
that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become
freely tradable only after certain conditions are met or they are registered pursuant to a Registration and Stockholder Rights Agreement
to be entered into with the Company prior to the closing of the IPO.


 


6. Other Agreements.


 


6.1 Further Assurances. Subscriber agrees
to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.


 


6.2 Notices. All notices, statements or
other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or sent by
first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as
may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to
such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so
transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following
receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an
overnight courier service or five (5) days after mailing if sent by mail.


 






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6.3 Entire Agreement. This Agreement, together
with that certain Insider Letter to be entered into between Subscriber and the Company, substantially in the form to be filed as an exhibit
to the Registration Statement, embodies the entire agreement and understanding between the Subscriber and the Company with respect to
the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.
No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be
used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


6.4 Modifications and Amendments. The terms
and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5 Waivers and Consents. The terms and provisions
of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled
to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with
respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only
in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.


 


6.6 Assignment. The rights and obligations
under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7 Benefit. All statements, representations,
warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective
successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations
except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.


 


6.8 Governing Law. This Agreement and the
rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of Delaware applicable
to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.


 


6.9 Severability. In the event that any court
of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable
or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable,
and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof,
wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.


 


6.10 No Waiver of Rights, Powers and Remedies.
No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between
the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right,
power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power
or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.
The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies.
No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand
to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without such notice or demand.


 






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6.11 Survival of Representations and Warranties.
All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided
for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.


 


6.12 No Broker or Finder. Each of the parties
hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection
with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties
hereto agrees to indemnify and hold the other harmless from any claim or demand for commission or other compensation by any broker, finder,
financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses
incurred in defending against any such claim.


 


6.13 Headings and Captions. The headings and
captions of the various sections of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning
or construction of any of the terms or provisions hereof.


 


6.14 Counterparts. This Agreement may be executed
in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such signature page were an original thereof.


 


6.15 Construction. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular section unless expressly so limited. The parties hereto intend that
each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or
covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


6.16 Mutual Drafting.
This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7. Voting and Redemption of Shares.
Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for
approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber
agrees not to redeem any Shares in connection with a redemption or tender offer presented to the Company’s stockholders in
connection with an initial business combination negotiated by the Company.


 


[Signature Page Follows]


 




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If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
	 	 	 
	 	By:	/s/ Patrick C. Eilers
	 	 	Name: 	Patrick C. Eilers
	 	 	Title:	Chief Executive Officer


 


Accepted and agreed this 30th day of March, 2021


 


	XPDI SPONSOR II LLC	 
	 	 	 
	By:	/s/ John McGarrity	 
	 	Name: 	John McGarrity	 
	 	Title:	Secretary	 


 


[Signature Page to Securities Subscription Agreement]