Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of [●], 2020 by and between Decarbonization Plus Acquisition
Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-248958 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of
one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial
public offering hereinafter referred to as the “Offering”), has been declared effective as of the date
hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Credit Suisse
Securities (USA) LLC as representatives (the “Representatives”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described in the Prospectus,
$[●] of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $[●] if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together
as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $[●], or $[●] if the Underwriters’ over-allotment option is exercised in full,
is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon
the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee at J.P. Morgan Chase Bank, N.A.
(or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained
by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 




     


     


    

 


(b) Manage, supervise and administer the
Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting
the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company;
the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest
while account funds are uninvested awaiting the Company’s instructions hereunder and the trustee may earn bank credits or
other considerations;


 


(d) Collect and receive, when due, all interest
or other income arising from the Property, which shall become part of the “Property,” as such term is
used herein;


 


(e) Promptly notify the Company of all communications
received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or
documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the
tax returns relating to assets held in the Trust Account;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or
Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously
released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company
to pay dissolution expenses and net of taxes payable), only as directed in the Termination Letter and the other documents referred
to therein, or (y) upon the date which is the later of (i) 24 months after the closing of the Offering and (ii) such later date
as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes
(less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and net of taxes payable) shall
be distributed to the Public Stockholders of record as of such date;


 




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(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest
earned on the Property requested by the Company to cover any income or franchise tax obligation owed by the Company as a result
of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company
by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing
to make such distribution; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company
to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and
a written statement from the principal financial officer of the Company setting forth the actual amount payable. The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
shall have no responsibility to look beyond said request;


 


(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Stockholder
Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by
the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder
vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance
or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated
an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation
or (B) with respect to any other provision relating to the rights of holders of Common Stock or pre-initial Business Combination
activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 




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2. Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Chief Financial
Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and
disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any
action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which
in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned
on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to
conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the
Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to
settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on
Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which
fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not
be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this
Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s
stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination involving the Company and one or more businesses (the “Business Combination”), provide to
the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders
regarding such Business Combination;


 




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(e) Provide the Representatives with a copy
of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) Instruct the Trustee to make only those
distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that
are not permitted under this Agreement; and


 


(g) Within four (4) business days after
the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires,
provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than
$[___].


 


3. Limitations of Liability. The
Trustee shall have no responsibility or liability to:


 


(a) Imply obligations, perform duties, inquire
or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set
forth herein;


 


(b) Take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of
the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone
else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be
signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its
prior written consent thereto;


 




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(g) Verify the accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any Business
Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect
to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income
tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and 1(k) hereof.


 


4. Trust Account Waiver. The Trustee
has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies
in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its
assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This Agreement shall
terminate as follows:


 


(a) If the Trustee gives written notice
to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof (which
section may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b).


 




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6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
shall rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the funds.


 


(b) This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may only
be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) This Agreement or any provision hereof
may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders, it being
the specific intention of the parties hereto that each of the Company’s stockholders is, and shall be, a third party beneficiary
of this Section 6(d) with the same right and power to enforce this Section 6(d) as the other parties hereto. For
purposes of this Section 6(d), the “Consent of the Stockholders” means receipt by the Trustee
of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the Company’s stockholders
of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended
(“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares
of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have
voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record as of the record date
who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value
$0.0001 per share, of the Company voting together as a single class, have delivered to such entity a signed writing approving such
change, amendment or modification. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct, the Trustee may rely conclusively on the certification from the inspector of elections referenced above and shall be
relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 




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(e) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY.


 


(f) Any notice, consent or request to be
given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail
or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Decarbonization Plus Acquisition Corporation


2744 Sand Hill Road


Menlo Park, CA 94025Attn: Peter Haskopoulos


Email: phaskopoulos@riverstonellc.com


 


in each case, with copies to:


 


Vinson & Elkins L.L.P.


1001 Fannin Street, Suite 2500


Houston, Texas 77002


Attn: Ramey Layne


Email: rlayne@velaw.com


 


and


 


Citigroup Global Markets Inc.


388 Greenwich Street


New York, New York 10013


Attn: Pavan Bellur


Email: pavan.bellur@citi.com


 


and


 


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, New York 10010-3629


Attn: Niron Stabinsky


 




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(g) Each of the Company and the Trustee
hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance.


 


(h) Each of the Company and the Trustee
hereby acknowledges and agrees that each of the Representatives, on behalf of the Underwriters, is a third party beneficiary of
this Agreement.


 


(i) Except as specified herein, no party
to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	                         
	 	 	Name:	Francis Wolf 
	 	 	Title:	Vice President
	 	 	 
	 	Decarbonization Plus Acquisition Corporation
	 	 	 
	 	By: 	 
	 	 	Name:  	Peter Haskopoulos
	 	 	Title:	Chief Financial Officer, Chief Accounting Officer and Secretary


 


[Signature Page to Investment Management
Trust Agreement]


 




     


     


    


 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	 	Prevailing rates	 


 




     


     


    


 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Decarbonization Plus Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [●] (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P.
Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the
Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a written instruction
signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to
whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Decarbonization Plus Acquisition Corporation
	 	 
	 	By: 	                            
	 	Name:
	 	Title:


 


		cc:	Citigroup
Global Markets Inc.


Credit Suisse Securities (USA) LLC


 




    A-1


     


    


 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Decarbonization Plus Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described
in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into
the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected
[●] as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share
of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to
distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and
Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Decarbonization Plus Acquisition Corporation
	 	 
	 	By: 	                  
	 	Name:
	 	Title:


 


		cc:	Citigroup Global Markets Inc.



Credit Suisse Securities (USA) LLC


 




    B-1


     


    



 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Tax
Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Decarbonization Plus Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property
as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Decarbonization Plus Acquisition Corporation
	 	 
	 	By: 	                    
	 	Name:
	 	Title:


 


		cc:	Citigroup Global Markets Inc.



Credit Suisse Securities (USA) LLC


 




    C-1


     


    


 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Stockholder Redemption
Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Decarbonization Plus Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of
the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its
Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a
stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation [to modify the
substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not
consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate
of incorporation][with respect to a provision relating to the rights of holders of Common Stock or pre-initial Business Combination
activity]. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the redeeming Public Stockholders in accordance with your customary procedures.


 


	 	Very truly yours,
	 	 
	 	Decarbonization Plus Acquisition Corporation
	 	 
	 	By: 	                    
	 	Name:
	 	Title:


 


		cc:	Citigroup Global Markets Inc.



Credit Suisse Securities (USA) LLC


 


 


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