Exhibit 10.5


 


Execution Version


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, effective as of October 19, 2020 (as it may from time to time be amended, this “Agreement”),
is entered into by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”),
and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).


 


WHEREAS:


 


The Company intends to
consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”), and
one-half of one warrant as set forth in the Company’s registration statement on Form S-1, filed with the Securities and Exchange
Commission (the “SEC”), File Number 333-248958 (the “Registration Statement”), under the
Securities Act of 1933, as amended (the “Securities Act”);


 


Each whole warrant entitles
the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


The Purchasers have agreed
to purchase an aggregate of 6,000,000 warrants (or up to 6,600,000 warrants if the over-allotment option in connection with the
Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling
the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement


Warrants.


 


A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchasers.


 






     


     


    

 


B. Purchase
and Sale of the Private Placement Warrants. On the date that is one business day prior to the date of the consummation of
the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the
“Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall
purchase from the Company the Private Placement Warrants set forth opposite such Purchaser’s name on Exhibit A to this
Agreement at a price of $1.00 per warrant for an aggregate purchase price of approximately $6,000,000 (the “Purchase
Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the
Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchasers of the Purchase Price
set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available funds
to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased
on such date duly registered in such Purchaser’s name to each Purchaser, or effect such delivery in book-entry form. On
the date that is one business day prior to each date of the consummation of the closing of the over-allotment option in
connection with the Public Offering or on such earlier time and date as may be mutually agreed by Decarbonization Plus
Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the Company (each such
date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial
Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to
the Sponsor, and the Sponsor shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants at a
price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with
the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by
wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On
the Over-allotment Closing Date, upon the payment by the Sponsor of the Over-allotment Purchase Price by wire transfer of
immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Private
Placement Warrants purchased on such date duly registered in the Sponsor’s name to the Sponsor, or effect such delivery
in book-entry form.


 


C. Terms
of the Private Placement Warrants.


 


(i) Each
Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii) At
the time of the closing of the Public Offering, the Company and the Purchasers shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to
the Purchasers relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Private
Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations and warranties shall survive
each Closing Date) that:


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of
the State of Delaware 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 and the Warrant Agreement.


 






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B. Authorization;
No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company
as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with
its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the
Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms
as of the Closing Date.


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance
with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of,
or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the Amended
and Restated Bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public
Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities
laws.


 


C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares
issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, each Purchaser will have good title to
the Private Placement Warrants purchased by such Purchaser and the Shares issuable upon exercise of such Private Placement Warrants,
free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the
other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims
or encumbrances imposed due to the actions of such Purchaser.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 






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Section 3.
Representations and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement
and issue and sell the Private Placement Warrants to the Purchasers, each Purchaser hereby, severally and not jointly,
represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. Such Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The
execution and delivery by such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by such
Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by such Purchaser of the terms, conditions
or provisions of any agreement, instrument, order, judgment or decree to which such Purchaser is subject.


 


C. Investment
Representations.


 


(i) Such
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise (collectively, the “Securities”) for such Purchaser’s own account, for investment purposes
only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) Such
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act.


 


(iii) Such
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and such Purchaser’s compliance with, the representations and warranties of such Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities.


 


(iv) Such
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(v) Such Purchaser
has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by such Purchaser. Such Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. Such Purchaser understands that its
investment in the Securities involves a high degree of risk and such Purchaser has sought such accounting, legal and tax
advice as such Purchaser has considered necessary to make an informed investment decision with respect to the acquisition of
the Securities.


 






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(vi) Such
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by such Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) Such
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities
Act will not be available for resale transactions of Securities prior to a Business Combination and may not be available for resale
transactions of Securities after a Business Combination.


 


(viii) Such
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. Such Purchaser has adequate means of providing for such Purchaser’s
current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized
by the investment in the Securities. Such Purchaser can afford a complete loss of such Purchaser’s investment in the Securities.


 


Section 4. Conditions
of the Purchasers’ Obligations. The obligations of the Purchasers to purchase and pay for the Private Placement Warrants
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of such Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any
of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchasers.


 






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Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchasers under this Agreement are subject to the
fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchasers contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


B. Performance.
The Purchasers shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchasers on or before such Closing Date.


 


C. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


E. Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination.
This Agreement may be terminated at any time after December 31, 2020 upon the election by either the Company or the Sponsor
upon written notice to the other parties if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 






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Section 9. Miscellaneous.


 


A. Successors and
Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto
whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign
this Agreement, other than assignments by the Purchasers to affiliates thereof (including, without limitation, one or more of
the Sponsor’s members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
all parties hereto.


 


[Signature page follows]


 






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 IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	DECARBONIZATION PLUS ACQUISITION CORPORATION



 


	 	By:	/s/ Peter Haskopoulos
	 	Name:	Peter Haskopoulos
	 	Title:	Chief Financial Officer, Chief Accounting Officer and Secretary



 


	 	PURCHASERS:
	 	 
	 	DECARBONIZATION PLUS ACQUISITION SPONSOR, LLC
	 	 
	 	WRG DCRB INVESTORS, LLC


 


	 	By: West River Management, LLC, its Managing Member



 


	 	By:	/s/ Trent Dawson
	 	Name:	Trent Dawson
	 	Title:	Chief Financial Officer



 


	 	/s/ Dr. Jennifer
    Aaker
	 	Dr. Jennifer Aaker
	 	 
	 	/s/ Jane Kearns
	 	Jane Kearns
	 	 
	 	/s/ James AC McDermott
	 	James AC McDermott
	 	 
	 	/s/ Jeffrey Tepper
	 	Jeffrey Tepper


 


[Signature Page to Private Placement Warrants
Purchase Agreement]


 






     


     


    

 


Exhibit A


 


	Name	 	Number of Private Placement
 Warrants if Over-
 Allotment Option is
 Not Exercised	 	 	Purchase Price if
 Over-Allotment
 Option is Not
 Exercised	 	 	Number of
 Private Placement
 Warrants if
 Over-Allotment
 Option is
 Exercised in
 Full	 	 	Purchase Price
 if Over-
 Allotment
 Option is
 Exercised in
 Full	 
	Decarbonization Plus Acquisition Sponsor, LLC	 	 	4,858,091	 	 	$	4,858,091	 	 	 	5,385,605	 	 	$	5,385,605	 
	WRG DCRB Investors, LLC	 	 	663,901	 	 	$	663,901	 	 	 	736,387	 	 	$	736,387	 
	Dr. Jennifer Aaker	 	 	26,556	 	 	$	26,556	 	 	 	26,556	 	 	$	26,556	 
	Jane Kearns	 	 	26,556	 	 	$	26,556	 	 	 	26,556	 	 	$	26,556	 
	Jim McDermott	 	 	398,340	 	 	$	398,340	 	 	 	398,340	 	 	$	398,340	 
	Jeffrey Tepper	 	 	26,556	 	 	$	26,556	 	 	 	26,556	 	 	$	26,556	 
	Totals:	 	 	6,000,000	 	 	$	6,000,000	 	 	 	6,600,000	 	 	$	6,600,000