Exhibit 10.2


 





Execution


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021,
is made and entered into by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (the “Company”),
Decarbonization Plus Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and
the undersigned parties listed under Holder on the signature pages 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,
on March 23, 2021, the Company, the Sponsor and certain other security holders named therein (the “Existing Holders”)
entered into that certain Registration Rights Agreement (the “Existing Registration Rights Agreement”), pursuant
to which the Company granted the Sponsor and such other Existing Holders certain registration rights with respect to certain securities
of the Company;


 


WHEREAS,
on June 15, 2021, the Company, DCRC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger
Sub”), and Solid Power, Inc., a Colorado corporation (“Solid Power”), entered into that certain
Business Combination Agreement and Plan of Reorganization (as amended, the “BCA”), pursuant to which, among
other things, Merger Sub will merge with and into Solid Power on or about the date hereof, with Solid Power surviving the merger as a
wholly owned subsidiary of the Company (the “Business Combination”);


 


WHEREAS,
after the closing of the Business Combination, the Holders will own shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”), and the Sponsor, James AC McDermott, Jeffrey Tepper, Dr. Jennifer Aaker, and
Jane Kearns will own warrants to purchase an aggregate of 6,666,667 shares of Common Stock (the “Private Placement Warrants”);
and


 


WHEREAS,
the Company and the Existing Holders desire to amend and restate the Existing Registration Rights 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:


 


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


 


“BCA” shall have the
meaning given in the Recitals hereto.


 


“Block Trade” shall have
the meaning given to it in subsection 2.3.1.


 


“Board” shall mean the
board of directors of the Company.


 


“Business Combination”
shall have the meaning given in the Recitals hereto.


 


“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.


 


“Demanding Holder” shall
mean any Holder or group of Holders that together elects to dispose of Registrable Securities having an aggregate value of at least $50
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.


 


“Existing Holders” shall
have the meaning given in the Recitals hereto.


 


“Existing Registration Rights Agreement”
shall have the meaning given in the Recitals hereto.


 


“Financial Counterparty”
shall have the meaning given in subsection 2.3.1 of this Agreement.


 


“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.


 


“Solid Power” shall have
the meaning given in the Recitals hereto.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Minimum
Amount” shall have the meaning given in subsection 2.4 of this Agreement.


 


“Merger Sub” shall have
the meaning given in the Recitals hereto.


 


“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.


 


“Other Coordinated
Offering” shall have the meaning given to it in subsection 2.3.1.


 


“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 2.1.3 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.


 


“Registrable Security”
shall mean (a) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such
Private Placement Warrants), (b) any outstanding shares of Common Stock held by a Holder (including any shares of Common Stock issued
or issuable upon exercise of any other outstanding equity securities of the Company (other than equity securities issued pursuant to an
employee stock option or other benefit plan)), (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 and (d) any other equity security of the Company issued or issuable with respect to any
such shares 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 Securities, 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 without limitation as to the manner of sale or the amount of such securities that may be sold and without
the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2)).


 






    2


     


    

 


“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 Commission, 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)            fees
and disbursements of counsel for the Company;


 


(E)            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 majority-in-interest of Registrable Securities held by the Demanding Holders
initiating an Underwritten Demand to be registered for offer and sale in the applicable Underwritten Offering, not to exceed $50,000 with
respect to any one 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 2.1.2 of this Agreement.


 


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


 


“Shelf Registration”
shall have the meaning given in subsection 2.1.1.


 


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


 


“Suspension Event” shall
have the meaning given in Section 3.4 of this Agreement.


 


“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.


 






    3


     


    

 


“Underwritten Demand”
shall have the meaning given in subsection 2.1.2 of this Agreement.


 


“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.            Registration.


 


2.1.1            Shelf
Registration. (a) The Company agrees that, within thirty (30) days after the consummation of the Business Combination, the Company
will file with the Commission (at the Company’s sole cost and expense) a Registration Statement (a “Shelf Registration
Statement”) registering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to
Rule 415 of the Securities Act from time to time by the Holders of all the Registrable Securities held by the Holders (a “Shelf
Registration”).


 


(b)            The
Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective by the Commission
as soon as reasonably practicable after the initial filing of the Registration Statement. Subject to the limitations contained in this
Agreement, the Company shall effect any Shelf Registration on such appropriate registration form of the Commission (i) as shall be
selected by the Company and (ii) as shall permit the resale or other disposition of the Registrable Securities by the Holders. If
at any time a Registration Statement filed with the Commission pursuant to subsection 2.1.1 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 use its commercially reasonable efforts to 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.


 


2.1.2            Underwritten
Offering. Subject to the provisions of subsection 2.1.3 and Sections 2.4, 2.5 and 3.4 of this Agreement,
any Demanding Holder may make a written demand to the Company 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 five (5) days 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 2.1.2 shall enter into an underwriting agreement in customary form
with the Underwriter(s) selected for such Underwritten Offering by the Company in consultation with the Demanding Holders initiating
the Underwritten Offering.


 


2.1.3            Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten Demand,
in good faith, advises or advise the Company, the Demanding Holders, and the Requesting Holders 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 (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.


 






    4


     


    

 


2.1.4            Registration
Withdrawal. The Demanding Holders initiating an Underwritten Offering pursuant to subsection 2.1.2 of this Agreement shall
have the right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification to the Company of
their intention to withdraw from such Underwritten Offering prior to the launch of such Underwritten Offering; provided, however,
that upon the withdrawal of an amount of Registrable Securities that results in the remaining amount of Registrable Securities included
by the Demanding Holders and participating Holders in such Underwritten Offering being less than the Minimum Amount, the Company
may cease all efforts to complete the Underwritten Offering and, for the avoidance of doubt, if such efforts are ceased, such Underwritten
Offering shall not be counted as an Underwritten Offering for the purpose of the final sentence of subsection 2.1.2. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
an Underwritten Demand prior to its withdrawal under this subsection 2.1.4.


 


2.2.            Piggyback
Registration.


 


2.2.1            Piggyback
Rights. If 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) pursuant to a Registration Statement on Form S-4 (or
similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (C) for
an exchange offer or offering of securities solely to the Company’s existing stockholders, (D) for an offering solely of debt
that is convertible into equity securities of the Company or (E) for a dividend reinvestment plan, or (ii) consummate an Underwritten
Offering for its own account or for the account of stockholders of the Company (other than pursuant to the terms of this Agreement), then
the Company shall give written notice of such proposed action to the Holders of at least $25 million 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 commercially reasonable 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. If no written request for inclusion from a Holder is received
within the specified time, each such Holder shall have no further right to participate in such Piggyback Registration. 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.


 






    5


     


    

 


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 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, as applicable, the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration or the launch of the Underwritten Offering 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 or entities 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 or abandon an Underwritten Offering in connection with a Piggyback
Registration at any time prior to the launch of such Underwritten Offering. 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.


 






    6


     


    

 


2.3            Block
Trades Other Coordinated Offerings.


 


2.3.1            Notwithstanding
any other provision of this Article II, but subject to Sections 2.4, 2.5 and 3.4, at any time and from time to time
when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten
registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution
agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering
price reasonably expected to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company
pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering
at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable
efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority
of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts
to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”)
prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation
related to the Block Trade or Other Coordinated Offering.


 


2.3.2            Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification
to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such
Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible
for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this
subsection 2.3.2.


 


2.3.3            Notwithstanding
anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated
by a Demanding Holder pursuant to Section 2.3 of this Agreement.


 


2.3.4            The
Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty
(if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized
investment banks).


 


2.4            Total
Demanded Transactions. Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three
(3) Underwritten Offerings, Block Trades and Other Coordinated Offerings in any twelve (12)-month period, (ii) more than an
aggregate of five (5) Underwritten Offerings, Block Trades and Other Coordinated Offerings in total, (iii) any Underwritten
Offering, Block Trade or Other Coordinated Offerings within six (6) months after the closing of an Underwritten Offering or (iv) an
Underwritten Offering unless the reasonably expected aggregate gross proceeds from the offering of the Registrable Securities to be registered
in connection with such Underwritten Offering are at least $75,000,000 (the “Minimum Amount”). For the avoidance
of doubt, any Block Trade or Other Coordinated Offering effected pursuant to Section 2.3 shall not be counted as a demand
for an Underwritten Offering pursuant to subsection 2.1.2 and any demand for an Underwritten Offering pursuant to subsection 2.1.2
shall not be counted as a Block Trade or Other Coordinated Offering pursuant to Section 2.3.


 


2.5            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; (B) the filing, initial
effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control;
or (C) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the
Board that such Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result 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 notify
such Holders that such circumstances exist. In such event, the Company shall have the right to defer such filing or offering for a period
of not more than sixty (60) consecutive days; provided, however, that the Company shall not defer its obligation in this manner more than
ninety (90) days in any twelve (12)-month period.


 






    7


     


    

 


ARTICLE III

COMPANY PROCEDURES


 


3.1.            General
Procedures. The Company shall use its commercially reasonable 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, to the extent applicable,
as promptly as reasonably practicable:


 


3.1.1            prepare
and file with the Commission, within the time frame required by Section 2.1.1, a Registration Statement with respect to such
Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain
effective, including filing a replacement Registration Statement, if necessary, until there are no longer any Registrable Securities 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 or
Financial Counterparty, if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering or Block
Trade, 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 Registration of Registrable Securities, use its commercially reasonable 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;


 


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 commercially reasonable efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;


 






    8


     


    

 


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;


 


3.1.10            in
accordance with Section 3.4 of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement
exists, and then to correct such Misstatement as set forth in Section 3.4 of this Agreement;


 


3.1.11            in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such
Registration, permit a representative of the Holders (such representative to be selected by a majority of the Holders), the Underwriters
or other Financial Counterparty facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant
to such Registration, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s
or entity’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 customary information reasonably requested by any such representative, Underwriter, Financial Counterparty,
attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters
or Financial Counterparty enter into confidentiality agreements in form and substance reasonably satisfactory to the Company, prior to
the release or disclosure of any such information;


 


3.1.12            obtain
a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block
Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration (subject to such Financial Counterparty
providing such certification or representation reasonably requested by the Company’s independent registered public accountants and
the Company’s counsel), 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;


 


3.1.13            in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such
Registration, 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 participating Holders or the Financial
Counterparty, 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 participating Holders, Financial Counterparty or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to such participating Holders, Financial Counterparty
or Underwriter;


 


3.1.14            in
the event of an Underwritten Offering or a Block Trade, or an Other Coordinated Offering or sale by a Financial Counterparty pursuant
to such Registration to which the Company has consented, to the extent reasonably requested by such Financial Counterparty in order to
engage in such offering, allow the Underwriters or Financial Counterparty to conduct customary “underwriter’s due diligence”
with respect to the Company;


 


3.1.15            in
the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such
Registration, enter into and perform its obligations under an underwriting agreement or other purchase or sales agreement, in usual and
customary form, with the managing Underwriter or the Financial Counterparty of such offering or sale;


 


3.1.16            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);


 






    9


     


    

 





3.1.17            if
the Registration involves the Registration of Registrable Securities in an Underwritten Offering in excess of the Minimum Amount,
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


 


3.1.18            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.


 


Notwithstanding
the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or Financial Counterparty
if such Underwriter or Financial Counterparty has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter or Financial Counterparty, as applicable.


 


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. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone
the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed
or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement
or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries
is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal
counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information
that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement
or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration
Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”);
provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than
two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any
twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant
to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will
immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until
the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant
misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by
the Company that it may resume such offers and sales provided for the avoidance of doubt, that the foregoing shall not restrict or otherwise
affect the consummation of any sale pursuant to a contract entered into or order placed by a Holder prior to receipt of notice of the
Suspension Event and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company
unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’
sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however,
that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus
(x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona
fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data
back-up.


 






    10


     


    

 


3.5            Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times, covenants to file timely (without
giving effect to any extensions pursuant to Rule 12b-25 of the Exchange Act) 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 use
commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144
promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) and 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.


 


3.6            Legend
Removal. The Company shall cause any Common Stock issued to a Holder pursuant to the BCA that is covered for resale by an effective
registration statement with the Commission to be issued without any restrictive legends due to the fact that such Common Stock was issued
in a transaction that was not a registered offering under the Securities Act and, if requested by any Holder, cause to be delivered to
the Holder such Common Stock by crediting the account of the Holder’s prime broker with DTC through its Deposit/Withdrawal at Custodian
(DWAC) system, in each case, free from such restrictive legends and stop transfer instructions (or similar notations) and without the
requirement for any Holder to deliver any documentation affixed with a medallion guarantee. To the extent any Registrable Securities do
bear any other restrictive legend at any time, the Company shall cause such restrictive legends related to the book-entry account holding
any Holder’s Registrable Securities (or certificates related thereto) to be removed (and such Registrable Securities shall not be
subject to any stop-transfer instructions), and without the requirement for any Holder to deliver any documentation affixed with a medallion
guarantee if such Registrable Securities are registered for resale under the Securities Act (provided that, such Holder agrees that if
a Holder is selling pursuant to the effective registration statement registering the Registrable Securities for resale, it shall only
sell such Registrable Securities under such registration statement, during such time that such registration statement is effective and
not withdrawn or suspended, and only as permitted by such registration statement and such Holder provides customary documentation in support
thereof). The Company agrees that, following such time as the foregoing conditions are met, it will, no later than the earlier of (x) two
(2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period following the delivery by the
Holder to the Company or the transfer agent for the Registrable Securities of a book-entry account or certificate representing Registrable
Securities issued with a restrictive legend, deliver or cause the transfer agent to deliver to the Holder a book-entry account or certificate
representing such Registrable Securities or, at the request of the Holder, deliver or cause to be delivered the Registrable Securities
to the Holder by crediting the account of the Holder’s prime broker with DTC through its Deposit/Withdrawal at Custodian (DWAC)
system, in each case, free from all restrictive and other legends and stop transfer instructions (or similar notations). Each Holder shall
have the right to pursue any remedies available to it hereunder, or otherwise at law or in equity, including a decree of specific performance
and/or injunctive relief, with respect to the Company’s failure to timely deliver Registrable Securities without legend as required
pursuant to the terms hereof. For purposes hereof, “Trading Day” means any day on which the Registrable Securities
are traded for any period on Nasdaq or, if Nasdaq is not the principal trading market for the Registrable Securities, on the principal
trading market or other securities exchange or market on which the Registrable Securities then being traded; provided, however, that during
any period in which the Registrable Securities not listed or quoted on Nasdaq or any other securities exchange or market, the term “Trading
Day” shall mean a business day, and “Standard Settlement Period” means, as of any date, the standard settlement period
for equity trades effected on securities exchanges in the United States, expressed in a number of Trading Days, as in effect on such date.


 






    11


     


    

 


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 out-of-pocket 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 Misstatement or alleged Misstatement, 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 in a Registration Statement.


 


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 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 out-of-pocket 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 Misstatement or alleged Misstatement,
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 (plus reasonably necessary local 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 and which settlement does not include any admission of fault or culpability by such indemnified party.


 


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.


 






    12


     


    

 


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 out-of-pocket 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 out-of-pocket 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 out-of-pocket 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, 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, 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 Sponsor, to: 2744 Sand Hill Road, Suite 100, Menlo Park, CA 94025, or by email at: phaskopoulos@riverstonellc.com,
if to the Company, to: Solid Power, Inc., 486 S. Pierce Ave. Suite E, Louisville, CO 80027, or by email at: legal@solidpowerbattery.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 or do not hereafter become a party to this
Agreement pursuant to 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 provided in accordance with 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.


 






    13


     


    

 


5.3            Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts or by other electronic transmission),
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.


 


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) a Holder of Registrable Securities, (b) the
parties to those certain Subscription Agreements, dated as of June 15, 2021, by and between the Company and certain investors, (c) SK
Innovation Co., Ltd. pursuant to its Subscription Agreement with the Company, dated as of October 27, 2021, and (d) the
holders of the Company’s warrants pursuant to that certain Warrant Agreement, dated as of March 23, 2021, by and between the
Company and Continental Stock Transfer & Trust Company, 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.


 


5.8            Termination
of Existing Registration Rights Agreement. Upon this Agreement coming into effect, the Existing Registration Rights Agreement, shall
be amended in full with its terms replaced by the terms hereof pursuant to Section 5.7 of the Existing Registration Rights Agreement,
and the parties thereto shall take all necessary actions and cooperate with the Company to ensure that the Existing Registration Rights
Agreement is terminated without any further liability.


 


[SIGNATURE PAGES FOLLOW]


 






    14


     


    

 


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


 


	 	COMPANY:
	 	 
	 	DECARBONIZATION PLUS ACQUISITION CORPORATION III,
	 	a Delaware corporation
	 	 
	 	 
	 	By:	/s/ Peter Haskopoulos
	 	Name: Peter Haskopoulos
	 	Title: Chief Financial Officer, Chief Accounting Officer and Secretary
	 	 
	 	HOLDERS:
	 	 
	 	DECARBONIZATION PLUS ACQUISITION SPONSOR III LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Peter Haskopoulos
	 	Name: Peter Haskopoulos
	 	Title: Authorized Person



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






     


     


    

 


	 	/s/ James AC McDermott
	 	James AC McDermott




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






     


     


    

 


	 	/s/ Jeffrey Tepper
	 	Jeffrey Tepper




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






     


     


    

 


	 	/s/ Dr. Jennifer Aaker
	 	Dr. Jennifer Aaker




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






     


     


    

 


	 	/s/ Jane Kearns
	 	Jane Kearns




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






     


     


    

 


	 	/s/ Douglas Campbell
	 	Douglas Campbell




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






     


     


    

 


	 	/s/ David B. Jansen
	 	David B. Jansen




 





[Signature Page to Amended and Restated
Registration Rights Agreement]


 



     


     


    




 


	 	BMW HOLDING B.V.,
	 	 
	 	 	 
	 	By:	/s/ Walter Knopp
	 	 	Name: Walter Knopp
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Glenn Ramcharan
	 	 	Name: Glenn Ramcharan
	 	 	Title: Authorized Representative



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






     


     


    

 


 


	 	BMW I VENTURES SCS SICAV-RAIF
	 	duly represented by BMW iVentures INC.,
	 	itself duly represented by Marcus Behrendt and Michael Hammer
	 	 
	 	 	 
	 	By:	/s/ Marcus Behrendt
	 	 	Name: Marcus Behrendt
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Michael Hammer
	 	 	Name: Michael Hammer
	 	 	Title: Chief Financial Officer



 


[Signature Page to Amended and Restated
Registration Rights Agreement]