Switchback II Corporation 25,000,000 Units Underwriting AgreementUnderwriting Agreement • December 31st, 2020 • Switchback II Corp • Blank checks • New York
Switchback II Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to you and, as applicable, the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 25,000,000 units (the “Units”) of the Company (the “Firm Units”), and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units”). The Firm Units, together with the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof are hereinafter collectively called the “Units”. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 12th, 2021 • Switchback II Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 7, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and NGP Switchback II, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between SWITCHBACK II CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of January 7, 2021Warrant Agreement • January 12th, 2021 • Switchback II Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 31st, 2020 • Switchback II Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [●], 2021 by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 12th, 2021 • Switchback II Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 11th day of May, 2021, by and between Switchback II Corporation, a Cayman Islands exempted company (“Switchback”), and the undersigned (“Subscriber”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • December 18th, 2020 • Switchback II Corp • Blank checks • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of October 8, 2020, is made and entered into by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and NGP Switchback II, LLC, a Delaware limited liability company (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2021 • Switchback II Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021 by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2021 • Switchback II Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among Switchback II Corporation, a Cayman Islands exempted company (the “Company”), NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page 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”).
January 7, 2021Underwriting Agreement • January 12th, 2021 • Switchback II Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 31st, 2020 • Switchback II Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021, by and between SWITCHBACK II CORPORATION, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
SWITCHBACK II CORPORATIONAdministrative Services Agreement • January 12th, 2021 • Switchback II Corp • Blank checks • New York
This letter agreement by and between Switchback II Corporation (the “Company”) and NGP Switchback II, LLC (“NGP”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • May 12th, 2021 • Switchback II Corp • Blank checks • Delaware
This Amendment No. 1 (this “Amendment”), dated as of May 11, 2021 and effective as of the Effective Date (as defined below), to the Letter Agreement (as defined below) is entered into by and among Switchback II Corporation, a Cayman Islands exempted company (“SPAC”), NGP Switchback II, LLC, a Delaware 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.
SWITCHBACK II CORPORATIONAdministrative Services Agreement • December 31st, 2020 • Switchback II Corp • Blank checks • New York
May 11, 2021Business Combination Agreement • May 12th, 2021 • Switchback II Corp • Blank checks
Reference is made to that certain Business Combination Agreement and Plan of Reorganization (the “BCA”), to be dated as of the date hereof, by and among Bird Rides, Inc., a Delaware corporation (the “Company”), Switchback II Corporation, a Cayman Islands exempted company (“SPAC”), Maverick Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of SPAC and Bird Global, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company. This letter agreement (this “Letter Agreement”) is being entered into and delivered by SPAC, the Company and each of NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), Ray Kubis and Precious Williams Owodunni (together with the Sponsor, the “Founder Shareholders”) in connection with the transactions contemplated by the BCA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
BUSINESS COMBINATION AGREEMENT by and among SWITCHBACK II CORPORATION, MAVERICK MERGER SUB INC., BIRD RIDES, INC. and BIRD GLOBAL, INC. Dated as of May 11, 2021Business Combination Agreement • May 12th, 2021 • Switchback II Corp • Blank checks • Delaware
This Business Combination Agreement, dated as of May 11, 2021 (this “Agreement”), is entered into by and among Switchback II Corporation, a Cayman Islands exempted company (“SPAC”), Maverick Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“Merger Sub”), Bird Rides, Inc., a Delaware corporation (the “Company”) and Bird Global, Inc., a Delaware corporation and wholly owned direct subsidiary of the Company (“Holdings”).
