UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
Power & Digital Infrastructure Acquisition II 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-half 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of [●], 2021 between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), [BlackRock Credit Alpha Master Fund L.P./HC NCBR Fund/The Obsidian Master Fund]1 (the “Purchaser”) and, with respect to Section 5(f) only, XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”).
FORFEITURE AGREEMENTForfeiture Agreement • December 6th, 2021 • Power & Digital Infrastructure Acquisition II Corp. • Blank checks • New York
This FORFEITURE AGREEMENT (this “Agreement”), dated as of [●], 2021, is made by and between XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”). The Sponsor and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
