Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into
by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Company”), Decarbonization
Plus Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned
parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Sponsor, WRG DCRB Investors, LLC Jim McDermott, Jeffrey Tepper, Dr. Jennifer Aaker, Jane Kearns, and Michael Warren own an
aggregate of [●] shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder
Shares”);


 


WHEREAS,
the Founder Shares will automatically convert into shares of the Company’s Class A common stock, par value $0.0001 per share
(the “Common Stock”), at the time of the Company’s initial Business Combination (as defined below)
on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated
certificate of incorporation;


 


WHEREAS,
on [●], 2020, the Company, the Sponsor WRG DCRB Investors, LLC, Jim McDermott, Jeffrey Tepper, Dr. Jennifer Aaker, Jane
Kearns, and Michael Warren (collectively, the “Purchasers”)] entered into that certain Private Placement
Warrants Purchase Agreement, pursuant to which the Sponsor and the Purchasers agreed to purchase an aggregate of [●] warrants
(or [●] warrants if the over-allotment option in connection with the Company’s initial public offering is exercised
in full) (the “Private Placement Warrants”) in a private placement transaction occurring simultaneously
with the closing of the Company’s initial public offering; and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1.
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective
meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the
Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement
were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.





 




     


    	 



    




 


“Business
Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more businesses, involving the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Registration” shall have the meaning given in subsection 2.1.1 of this Agreement.


 


“Demanding
Holder” shall mean, (i) for purposes of a Demand Registration, any Holder or group of Holders, that together holds
Registrable Securities having an aggregate value of at least $25 million, at the time of the written demand, and (ii) for purposes
of an Underwritten Demand, any Holder or group of Holders, that together elects to dispose of Registrable Securities having an
aggregate value of at least $25 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to an
Underwritten Offering.


 


“Effectiveness
Period” shall have the meaning given in subsection 3.1.1 of this Agreement.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form
S-3” shall mean Form S-3 or any similar short-form registration statement that may be available at such time.


 


“Founder
Shares” shall have the meaning given in the Recitals hereto.


 


“Holder
Indemnified Persons” shall have the meaning given in subsection 4.1.1 of this Agreement.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Insider
Letter” shall mean that certain letter agreement, dated as of [●], 2020, by and among the Company, the Sponsor
and each of the Company’s officers, directors and director nominees.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4 of this Agreement.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances
under which they were made not misleading.


 


“Piggyback
Registration” shall have the meaning given in subsection 2.2.1 of this Agreement.


 


“Private
Placement Warrants” shall have the meaning given in the Recitals hereto.


 


“Pro
Rata” shall have the meaning given in subsection 2.1.4 of this Agreement.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 






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“Registrable
Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares,
(b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such
Private Placement Warrants), (c) any equity securities (including the shares of Common Stock issued or issuable upon the exercise
of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000
made to the Company by a Holder, (d) any outstanding share of Common Stock or any other equity security (including the shares
of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date
of this Agreement and (e) any other equity security of the Company issued or issuable with respect to any such share of Common
Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease
to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities
not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding;
or (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations).


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration
statement having been declared effective by, or become effective pursuant to rules promulgated by, the Commission.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority and any securities exchange on which the Common Stock is then listed);


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)
printing, messenger, telephone and delivery expenses;


 


(D)
reasonable fees and disbursements of counsel for the Company;


 


(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and


 


(F)
reasonable fees and expenses of one (1) legal counsel selected by the Demanding Holders initiating a Demand Registration
or Underwritten Demand to be registered for offer and sale in the applicable Registration or Underwritten Offering.


 


“Registration
Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities
pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including
post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by
reference in such registration statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Preamble.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Demand” shall have the meaning given in subsection 2.1.3 of this Agreement.


 






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“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


ARTICLE II

REGISTRATIONS


 


2.1.
Demand Registration.


 


2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this
Agreement, at any time and from time to time on or after the date the Company consummates the Business Combination, any Demanding
Holder may make a written demand for Registration of all of the then-outstanding Registrable Securities and the Company shall
file with the Commission, as soon as reasonably practicable, but in no event later than sixty (60) days following the receipt
of such written demand, a Registration Statement covering such Registrable Securities (a “Demand Registration”).
Such written demand will specify the intended methods of distribution. The Company shall use its reasonable best efforts to cause
such Registration Statement to be declared effective by, or become effective pursuant to rules promulgated by, the Commission
as soon as reasonably practicable after the initial filing of the Registration Statement in accordance with Section 3.1
of this Agreement.


 


2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 of this Agreement or any other part
of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the
Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared
effective by, or become effective pursuant to rules promulgated by, the Commission and (ii) the Company has complied with
all of its obligations under this Agreement with respect thereto. The Company shall not be obligated or required to file another
Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant
to a Demand Registration is subsequently terminated. Subject to the limitations contained in this Agreement, the Company shall
effect any Demand Registration on such appropriate registration form of the Commission (x) as shall be selected by the Company
and (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of
disposition specified in the Demand Registration. If at any time a Registration Statement on Form S-3 filed with the Commission
pursuant to Section 2.1.1 of this Agreement is effective and a Holder provides written notice to the Company that it intends
to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend
or supplement such Registration Statement as may be necessary in order to enable such offering to take place in accordance with
the terms of this Agreement.


 


2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement,
any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the
Commission in accordance with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The
Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders
of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s
Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company,
in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the
receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting
Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering
pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing,
the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection
2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90)
days after the closing of an Underwritten Offering.


 






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2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to
a Underwritten Demand, in good faith, advises or advise the Company, the Demanding Holders, the Requesting Holders and other persons
or entities holding Common Stock or other equity securities of the Company that the Company is obligated to include pursuant to
separate written contractual arrangements with such persons or entities (if any) in writing that the dollar amount or number of
Registrable Securities or other equity securities of the Company requested to be included in such Underwritten Offering exceeds
the maximum dollar amount or maximum number of equity securities of the Company that can be sold in the Underwritten Offering
without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of
such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number
of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable
Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable
Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Offering and
the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in
such Underwritten Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (i), Common Stock or other equity securities of the Company that the Company desires to
sell and that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), Common Stock or other equity securities
of the Company held by other persons or entities that the Company is obligated to include pursuant to separate written contractual
arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5
Demand Registration Withdrawal. The Demanding Holders initiating a Demand Registration pursuant to a Registration under
subsection 2.1.1 of this Agreement shall have the right to withdraw from such Registration pursuant to such Demand
Registration for any or no reason whatsoever upon written notification to the Company of their intention to withdraw from such
Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration
of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement,
the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand
Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2.
Piggyback Registration.


 


2.2.1
Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes
to (i) file a Registration Statement under the Securities Act with respect to an offering of equity securities of the Company,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities of the Company, for
its own account or for the account of stockholders of the Company, other than a Registration Statement (A) filed in connection
with any employee stock option or other benefit plan, (B) for an exchange offer or offering of securities solely to the Company’s
existing stockholders, (C) for an offering of debt that is convertible into equity securities of the Company or (D) for
a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders
of the Company, then the Company shall give written notice of such proposed action to all of the Holders of Registrable Securities
as soon as practicable (but in the case of filing a Registration Statement, not less than ten (10) days before the anticipated
filing date of such Registration Statement), which notice shall (x) describe the amount and type of securities to be included,
the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (y) offer
to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities
as such Holders may request in writing within (a) five (5) days in the case of filing a Registration Statement and (b) two
(2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one
(1) day), in each case after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on
the same terms and conditions as any similar securities of the Company included in such Piggyback Registration and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All
such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
Company.


 






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2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to
be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the
Piggyback Registration in writing that the dollar amount or number of shares of the equity securities of the Company that the
Company desires to sell, taken together with (i) the shares of equity securities of the Company, if any, as to which Registration
or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other
than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten
Offering has been requested pursuant to Section 2.2 of this Agreement and (iii) the shares of equity securities
of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to separate written contractual
piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a)
If the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such
Registration or Underwritten Offering (A) first, the Common Stock or other equity securities of the Company that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro
Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other
equity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to written
contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum
Number of Securities; or


 


(b)
If the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Common Stock or other
equity securities of the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their
rights to register their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can
be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities
of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B)
and (C), Common Stock or other equity securities of the Company for the account of other persons or entities that
the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which
can be sold without exceeding the Maximum Number of Securities.


 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if
any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination
or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant
to Section 2.2 of this Agreement shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand
effected under Section 2.1 of this Agreement.


 






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2.3
Restrictions on Registration Rights. If (A) the Holders have requested an Underwritten Offering pursuant to an Underwritten
Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or
(B) the Holders have requested a Demand Registration or an Underwritten Offering pursuant to an Underwritten Demand and in
the good faith judgment of the Board such Registration or Underwritten Offering would be seriously detrimental to the Company
and the Board concludes as a result that it is essential to defer the filing of such Registration Statement or the undertaking
of such Underwritten Offering at such time, then in each case the Company shall furnish to such Holders a certificate signed by
the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company
for such Registration Statement to be filed or to undertake such Underwritten Offering in the near future and that it is therefore
essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such event, the
Company shall have the right to defer such filing or offering for a period of not more than thirty (30) days; provided, however,
that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period.


 


ARTICLE III

COMPANY PROCEDURES


 


3.1.
General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required
to effect the Registration of Registrable Securities pursuant to this Agreement, the Company shall use its best efforts to effect
such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof,
and pursuant thereto the Company shall, as expeditiously as possible and to the extent applicable:


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness
Period”);


 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the Demanding Holders or any Underwriter or as may be required by the rules,
regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement
are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus
or are no longer outstanding;


 


3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the
Underwriters, if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering, and such
Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to
such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the
Prospectus (including each preliminary Prospectus) and such other documents as the Underwriters and the Holders of Registrable
Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Holders; provided, that the Company will not have any obligation
to provide any document pursuant to this clause that is available on the Commission’s EDGAR system;


 


3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or
taxation in any such jurisdiction where it is not then otherwise so subject;


 






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3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the
effective date of such Registration Statement;


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8
during the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment
or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration
Statement or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities
or its counsel; provided, that the Company will not have any obligation to provide any document pursuant to this clause
that is available on the Commission’s EDGAR system;


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as
then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 of this
Agreement;


 


3.1.10
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement or the Prospectus, and
cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative,
Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or
Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the
release or disclosure of any such information;


 


3.1.11
obtain a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
in customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter may
reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if
any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion
is being given as the placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such
opinions and negative assurance letters, and reasonably satisfactory to such placement agent, sales agent or Underwriter;


 


3.1.13
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter of such offering;


 


3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of
the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any successor rule promulgated thereafter by the Commission);


 






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3.1.15
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.


 


3.2.
Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in
the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the
Holders.


 


3.3.
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to
sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that
the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice),
or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial
effectiveness or continued use of a Registration Statement in respect of any Registration or Underwritten Offering at any time
would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt
written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration
Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company
to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentences in this Section
3.4, the Holders agree to suspend, immediately upon their receipt of the notices referred to in this Section 3.4, their
use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company
shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a)
or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities held by such
Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions.
Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer
as to whether it has complied with such requirements.


 






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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1.
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) (collectively, the “Holder Indemnified
Persons”) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees
and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under
this Section 4.1) resulting from any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except insofar as the same are caused by or contained in any information furnished
in writing to the Company by or on behalf of such Holder Indemnified Person specifically for use therein.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall
furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with
any such Registration Statement or Prospectus and, to the extent permitted by law, shall, severally and not jointly, indemnify
the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and inclusive of
all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section 4.1)
resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or
preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading, but only to the extent that the same are made in reliance on and in conformity with information relating to the
Holder so furnished in writing to the Company by or on behalf of such Holder specifically for use therein. In no event shall the
liability of any selling Holder hereunder be greater in amount than the net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.


 


4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different
from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall
not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not
be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall
not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 


4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities.


 






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4.1.5
If the indemnification provided under Section 4.1 of this Agreement is held by a court of competent jurisdiction to
be unavailable to an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein,
then the indemnifying party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to
the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any
other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or such indemnified
party and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity
to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 of this Agreement, any legal
or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred
to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was
not guilty of such fraudulent misrepresentation.


 


ARTICLE V

MISCELLANEOUS


 


5.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested,
(ii) delivery in person or by courier service providing evidence of delivery or (iii) transmission by hand delivery,
telecopy, telegram, facsimile or email. Each notice or communication that is mailed, delivered or transmitted in the manner described
above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third (3rd) business
day following the date on which it is mailed, in the case of notices delivered by courier service, hand delivery, telecopy or
telegram, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such
time as delivery is refused by the addressee upon presentation, and in the case of notices delivered by facsimile or email, at
such time as it is successfully transmitted to the addressee. Any notice or communication under this Agreement must be addressed,
if to the Company or the Sponsor, to: 2744 Sand Hill Road, Menlo Park, CA 94025, or by email at: phaskopoulos@riverstonellc.com,
and, if to any Holder, to the address of such Holder as it appears in the applicable register for the Registrable Securities or
such other address as may be designated in writing by such Holder (including on the signature pages hereto). Any party may change
its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address
shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2
Assignment; No Third Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 


5.2.2
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 


5.2.3
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2 of this Agreement.


 


5.2.4
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to
be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to
this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.


 






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5.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE
PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED
TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT
OF LAW PROVISIONS OF SUCH JURISDICTION.


 


5.5
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth
in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her
or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the
Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or
remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial
exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other
rights or remedies hereunder or thereunder by such party.


 


5.6
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement
with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement,
the terms of this Agreement shall prevail.


 


5.7
Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement
and (ii) with respect to any Holder, the date as of which such Holder ceases to hold any Registrable Securities. The provisions
of Article IV shall survive any termination.


 


[SIGNATURE
PAGES FOLLOW]


 






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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	DECARBONIZATION PLUS ACQUISITION
    CORPORATION,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	 	Name: Peter Haskopoulos
	 	 	Title: Chief Financial Officer, Chief Accounting
    Officer and Secretary
	 	 	 
	 	HOLDERS:
	 	 
	 	DECARBONIZATION PLUS ACQUISITION
    SPONSOR, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	 
	 	 	Name: Peter Haskopoulos
	 	 	Title: Chief Financial Officer, Chief Accounting
    Officer and Secretary
	 	 	 
	 	WRG
                    DCRB INVESTORS, LLC

        

        

	 	 	 
	 	By:	West River Management, LLC,

 its Managing Member
	 	 
	 	By:	 
	 	 	Name: Trent Dawson
	 	 	Title: Chief Financial Officer
	 	 	 
	 	 
	 	James AC McDermott
	 	 
	 	 
	 	Jeffrey Tepper
	 	 
	 	 
	 	Dr. Jennifer Aaker
	 	 
	 	 
	 	Jane Kearns
	 	 
	 	 
	 	Michael Warren


  


[Signature
Page to Registration Rights Agreement]