EX-10.1




 Exhibit 10.1 

THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 
 PROMISSORY NOTE 

 

			
	Principal Amount: Up to $1,500,000	  	Dated as of October 14, 2021

 Decarbonization Plus Acquisition Corporation III, a Delaware corporation and blank check company (the
“Maker”), promises to pay to the order of Decarbonization Plus Acquisition Sponsor III LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the
principal sum of One Million Five Hundred Thousand Dollars ($1,500,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United
States of America, on the terms and conditions described below. All payments on this promissory note (this “Note”) shall be made by check or wire transfer of immediately available funds to such account as the Payee may from time to
time designate by written notice in accordance with the provisions of this Note, subject to the rights of Payee specified in Section 7 hereof. 

1.    Principal. The entire unpaid principal balance of this Note shall be payable on the date (the
“Maturity Date”) of the consummation of the Maker’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a
“Business Combination”). Payee understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it
outside of its trust account established in connection with its initial public offering of its securities (the “IPO”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not
limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. 

2.    Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to One Million Five
Hundred Thousand Dollars ($1,500,000) in drawdowns under this Note to be used for working capital expenditures, including expenses incurred in connection with a potential Business Combination. Principal of this Note may be drawn down from time to
time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000),
unless agreed upon in writing by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this
Note at any time may not exceed One Million Five Hundred Thousand Dollars ($1,500,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. 











 3.    Interest. No interest shall accrue on the unpaid principal
balance of this Note. 
 4.    Application of Payments. All payments shall be applied first to payment in full of
any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this
Note. 
 5.    Events of Default. The following shall constitute an event of default (“Event of
Default”): 
 (a)    Failure to Make Required Payments. Failure by Maker to pay the principal amount due
pursuant to this Note within five (5) business days of the date specified above. 
 (b)    Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as
such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. 

(c)    Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the
premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any
substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. 

6.    Remedies. 

(a)    Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to
Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 

(b)    Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this
Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. 

7.    Conversion. Upon consummation of a Business Combination, the Payee may elect to convert all or any portion of
the unpaid principal balance of this Note into that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the 

  
 2 












 
Maker (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.50. The Working Capital Warrants shall be identical to the warrants
issued by the Maker to the Payee in a private placement in connection with the Maker’s IPO. Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted
portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Working Capital Warrants,
(iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at
the direction of Payee, deliver to Payee (or its members or their respective affiliates or their designees) the Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement
between Maker and Payee and applicable state and federal securities laws. 
 8.    Waivers. Maker and all
endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy
or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any
writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. 

9.    Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and
agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. 

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

  
 3 












 11.    Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. 

12.    Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. 
 13.    Trust Waiver. Notwithstanding anything
herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account (including the deferred underwriters discounts and commissions)
described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the trust account related to this Note. 
 14.    Amendment; Waiver. Any amendment hereto or waiver of
any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. 

15.    Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any
party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 

[Signature page follows] 

  
 4 












 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note
to be duly executed by the undersigned as of the day and year first above written. 
  

					
	DECARBONIZATION PLUS ACQUISITION CORPORATION III
		
	By:	 	 /s/ Peter Haskopoulos

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


 Accepted and agreed this 14th day of October, 2021 

DECARBONIZATION PLUS ACQUISITION SPONSOR III LLC, 
 By:
Decarbonization Plus Acquisition Sponsor Manager III, LLC, its Managing Member 
  

					
	By:	 	 /s/ Peter Haskopoulos

		 	Name:	 	Peter Haskopoulos
		 	Title:	 	Authorized Person