UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell 25,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-third of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,750,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 3rd, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 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 Corp., a Delaware corporation (the “Company”), and XPDI Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Power & Digital Infrastructure Acquisition Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654Letter Agreement • February 3rd, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”) and Barclays Capital Inc. and BofA Securities, Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Power & Digital Infrastructure Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • February 3rd, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), XPDI Sponsor 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 3rd, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of February [__], 2021 between Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), XPDI Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and [BlackRock Credit Alpha Master Fund L.P./HC NCBR Fund/The Obsidian Master Fund]1 (the “Purchaser”).
WARRANT AGREEMENT between POWER & DIGITAL INFRASTRUCTURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • February 3rd, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Power & Digital Infrastructure Acquisition Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654 [●], 2021Power & Digital Infrastructure Acquisition Corp. • February 3rd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Power & Digital Infrastructure Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), XPDI Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services (including without limitation certain financial modeling and related services) as may be required by the Company from time to time, situated at 321 North Clark Street, Suite 2440, Chicago, IL 60654 (or any successor location). In exchange therefore, the Company shall pay
