Exhibit 10.6


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT,
effective as of [●], 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.


 


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:


 






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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.


 






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


 


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.


 


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).


 






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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:	                       
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PURCHASERS:
	 	 
	 	DECARBONIZATION PLUS ACQUISITION SPONSOR, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	
         

        WRG DCRB INVESTORS, LLC

         

        By: West River Management, LLC, 

its Managing Member

         

                              

	 	
        Name: Trent Dawson

        Title: Chief Financial Officer

	 	 
	 	Dr. Jennifer Aaker
	 	 
	 	Jane Kearns
	 	 
	 	Jim McDermott
	 	 
	 	Jeffrey Tepper
	 	 
	 	Michael Warren


 


[Signature Page to Private Placement Warrants
Purchase Agreement]


 






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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	 	 	[●]	 	 	$	[●]	 	 	 	[●]	 	 	$	    [●]	 
	WRG DCRB Investors, LLC	 	 	[●]	 	 	$	[●]	 	 	 	[●]	 	 	$	[●]	 
	Dr. Jennifer Aaker	 	 	[●]	 	 	$	[●]	 	 	 	[●]	 	 	$	[●]	 
	Jane Kearns	 	 	[●]	 	 	$	[●]	 	 	 	[●]	 	 	$	[●]	 
	Jim McDermott	 	 	[●]	 	 	$	[●]	 	 	 	[●]	 	 	$	[●]	 
	Jeffrey Tepper	 	 	[●]	 	 	$	[●]	 	 	 	[●]	 	 	$	[●]	 
	Michael Warren	 	 	[●]	 	 	$	[●]	 	 	 	[●]	 	 	$	[●]	 
	Totals:	 	 	[●]	 	 	$	[●]	 	 	 	[●]	 	 	$	[●]