September 25, 2022 Decarbonization Plus Acquisition Corporation IV Menlo Park, CA Hammerhead Resources Inc. 2700, 525-8th Avenue SW Calgary, Alberta T2P 1G1 Re: Sponsor Letter Ladies and Gentlemen:Decarbonization Plus Acquisition Corp IV • September 26th, 2022 • Blank checks
This letter (this “Sponsor Letter”) is being delivered to you in accordance with that Business Combination Agreement, dated as of the date hereof, by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“SPAC”), Hammerhead Resources Inc., an Alberta corporation (the “Company”), Hammerhead Energy Inc., an Alberta corporation (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability corporation (the “Business Combination Agreement”), and the transactions contemplated therein (the “Business Combination”). Certain capitalized terms used herein are defined in paragraph 4 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
September 25, 2022 Riverstone Global Energy and Power Fund V (Cayman), L.P. Riverstone V CIOC LP c/o Riverstone Holdings LLC New York, NY 10019 Riverstone V Investment Management Coöperatief U.A. Riverstone V REL Hammerhead B.V. Herengracht 450 The...Decarbonization Plus Acquisition Corp IV • September 26th, 2022 • Blank checks • New York
Reference is made to the support agreements, dated as of the date hereof (the “Support Agreements”), by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“SPAC”), Hammerhead Resources Inc., an Alberta corporation (the “Company”), and each of (a) Riverstone V Investment Management Coöperatief U.A. (“R5 Coop”), (b) Riverstone V REL Hammerhead B.V., and (c) Riverstone V CIOC LP (collectively, the “Riverstone V Shareholders”), delivered in accordance with the Business Combination Agreement, dated as of the date hereof (the “Business Combination Agreement”), by and among SPAC, the Company, Hammerhead Energy Inc., an Alberta corporation (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability company (“AmalCo”), pursuant to which, among other things, (i) SPAC will transfer by way of continuation from the Cayman Islands to Alberta and domesticate as an Alberta corporation, (ii) SPAC will amalgamate with NewCo to form the post-closing publi
SUPPORT AGREEMENTSupport Agreement • September 26th, 2022 • Decarbonization Plus Acquisition Corp IV • Blank checks • Alberta
WHEREAS concurrently with the execution and delivery of this Agreement, SPAC, the Company, Hammerhead Energy Inc. (“NewCo”) and 2453729 Alberta ULC (“AmalCo”) have entered into a business combination agreement (the ”Business Combination Agreement”) regarding a proposed arrangement under section 193 of the Business Corporations Act (Alberta) pursuant to which, among other things: (a) SPAC shall transfer by way of continuation from the Cayman Islands to Alberta and domesticate as an Alberta corporation and shall subsequently amalgamate with NewCo to form New SPAC; (b) the Company shall effect the Company Warrant Settlement; (c) the Company shall merge with AmalCo; (d) each Company Preferred Share outstanding shall be exchanged for New SPAC Class A Common Shares based on the applicable exchange ratio provided in the Plan of Arrangement; (e) each Company RSU and each Company Option then outstanding shall be exchanged for an option to acquire New SPAC Class A Common Shares based on the appl
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • September 26th, 2022 • Decarbonization Plus Acquisition Corp IV • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of September 25, 2022 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“SPAC”), Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company (“Sponsor”), and each of the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or management team (the “Insiders”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement.
BUSINESS COMBINATION AGREEMENT by and among DECARBONIZATION PLUS ACQUISITION CORPORATION IV, HAMMERHEAD RESOURCES INC., HAMMERHEAD ENERGY INC. and 2453729 ALBERTA ULC Dated as of September 25, 2022Business Combination Agreement • September 26th, 2022 • Decarbonization Plus Acquisition Corp IV • Blank checks • Alberta
BUSINESS COMBINATION AGREEMENT, dated as of September 25, 2022 (this “Agreement”), by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“SPAC”), Hammerhead Resources Inc., an Alberta corporation (the “Company”), Hammerhead Energy Inc., an Alberta corporation (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability corporation (“AmalCo” and together with SPAC, the Company, and NewCo, collectively, the “Parties”).
LOCK-UP AGREEMENTLock-Up Agreement • September 26th, 2022 • Decarbonization Plus Acquisition Corp IV • Blank checks • Alberta
This Lock-Up Agreement (this “Agreement”) is made and entered into as of [ ], 2022, by and among the Lock-Up Shareholders (as defined in the Business Combination Agreement) (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) and Hammerhead Energy Inc., an Alberta corporation (such entity, following the Business Combination (as defined below), the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
