Exhibit 10.1


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated as of December 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein,
this “Agreement”), is entered into by and between Power & Digital Infrastructure Acquisition II Corp., a
Delaware corporation (the “Company”), and XPDI Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).


 


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 Class A common stock of the Company, par value $0.0001 per share (each, a “Share”), and one-half
of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as
set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”),
File Number 333-261187 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”); and


 


WHEREAS, the Purchaser has
agreed to purchase an aggregate of 8,000,000 warrants (and up to 900,000 additional warrants if the underwriters in the Public Offering
exercise their over-allotment option 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, subject to adjustment, at a price of $1.00 per warrant.


 


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 Purchaser.


 


B.
Purchase and Sale of the Private Placement Warrants.


 


(i)
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, 8,00,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of
$8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately
available funds in the following amounts: (i) to the Company, at a financial institution to be chosen by the Company, and (ii) $ to the
trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”),
in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date.
On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall
deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s
name to the Purchaser or effect such delivery in book-entry form.


 






    1


     


    

 


(ii)
On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such
earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”,
and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and
sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 900,000 Private Placement Warrants (or, to the extent
the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion
of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (the “Option
Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction
by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option Closing Date.
On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option,
deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s
name to the Purchaser 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 on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)
At the time of, or prior to, the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder
rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant
certain registration rights to the Purchaser 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 Purchaser to enter into this Agreement and purchase
the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall
survive each Closing Date) that as of the Closing Date:


 


A. Incorporation and
Corporate Power. The Company is a corporation duly incorporated, 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.


 






    2


     


    

 


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 IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, 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). 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 amended and restated 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 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. On the date
of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been
reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Purchaser will have good title to the Private Placement Warrants purchased by it 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 the 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.


 






    3


     


    

 


E. Regulation D
Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or
beneficial stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant
to Rule 506(d) of Regulation D under the Securities Act.


 


Section 3.
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue
and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that as of the Closing Date:


 


A. Organization and
Requisite Authority. The 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 the 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 the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser 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 Purchaser’s equity or assets under, (d) result in a violation of, or (e) require 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 Purchaser’s organizational documents 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 Purchaser is subject, or any agreement, instrument, order,
judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities
laws.


 


C. Investment
Representations.


 


(i)
The 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 its 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)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D,
and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 



    4


     


    




 


(iii)
The 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 the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)
The 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)
The 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 the Purchaser. The Purchaser has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi)
The 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 the
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)
The 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; and (b) except as specifically set forth in the Registration and Stockholder 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. In this regard, the Purchaser understands that the SEC has
taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial business
combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank
check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions
of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered
offering or in reliance upon another exemption from the registration requirements of the Securities Act.


 






    5


     


    

 


(viii)
The Purchaser has such knowledge and experience in financial and business matters, knowledge 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. The Purchaser has adequate means of providing for its 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. The
Purchaser can afford a complete loss of its investments in the Securities.


 


(ix)
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the
Warrant Agreement.


 


Section 4.
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser 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 the
Closing Date as though then made.


 


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


 


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


 


D. Warrant Agreement
and Registration and Stockholder Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of
Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms
satisfactory to the Purchaser.


 


Section 5.
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser 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 Purchaser contained in Section 3 shall be true and correct at and as of
such Closing Date as though then made.


 


B. Performance. The
Purchaser 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 Purchaser 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.


 






    6


     


    

 


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 the Warrant Agreement with a warrant agent on terms satisfactory to the
Company.


 


Section 6.
Termination. This Agreement may be terminated at any time after March 31, 2021 upon the election by either the Company or the
Purchaser upon written notice to the other party 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 on Form S-l the Company has filed with the SEC under the Securities Act.


 


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 Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


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


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement
transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


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, without giving effect to conflicts of law principles that would
result in the application of the laws of another jurisdiction.


 


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


 


[Signature page follows]


 




    7


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement.


 


	 	COMPANY:
	 	 
	 	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
	 	 
	 	By:	/s/ John P. McGarrity
	 	Name:	John P. McGarrity
	 	Title:	General Counsel and Secretary
	 	 	 
	 	PURCHASER:
	 	 
	 	XPDI SPONSOR II LLC
	 	 
	 	By:	/s/ Patrick C. Eilers
	 	Name:	Patrick C. Eilers
	 	Title:	Co-Chief Executive Officer



 


[Signature Page to Private Placement Warrants Purchase Agreement


 




    8


     


    

 


EXHIBIT A


Warrant Agreement


 




     


     


    

 


EXHIBIT B


Registration and Stockholder Rights Agreement