INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2021 • Finserv Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 17, 2021, by and between FinServ Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
26,500,000 Units FINSERV ACQUISITION CORP. II ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2021 • Finserv Acquisition Corp. II • Blank checks • New York
FinServ Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to sell 26,500,000 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-quarter of one redeemable warrant (the “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 3,975,000 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.
FinServ Acquisition Corp. II c/o Ellenoff Grossman & Schole LLP New York, NY 10105Finserv Acquisition Corp. II • February 2nd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 23, 2020 by and between FinServ Holdings II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and FinServ Acquisition Corp. II, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • February 8th, 2021 • Finserv Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February [ ], 2021, by and between FinServ Acquisition Corp. II, a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
February 17, 2021Letter Agreement • February 23rd, 2021 • Finserv Acquisition Corp. II • 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 FinServ Acquisition Corp. II ., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Barclays Capital Inc. , as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,475,000 of the Company’s units (including up to 3,975,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-quarter of one redeemable warrant. Each whole warrant (each, a “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 t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2021 • Finserv Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 17, 2021, is made and entered into by and among FinServ Acquisition Corp. II, a Delaware corporation (the “Company”) and FinServ Holdings II LLC, a Delaware limited liability company (the “Sponsor,” together with 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”).
WARRANT AGREEMENTWarrant Agreement • February 23rd, 2021 • Finserv Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 17, 2021, is by and between FinServ Acquisition Corp. II, a Delaware corporation (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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • Finserv Acquisition Corp. II • Blank checks • New York
FinServ Acquisition Corp. II, 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-quarter of one redeemable warrant (the “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.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 23rd, 2021 • Finserv Acquisition Corp. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 17th day of February, 2021, by and between FinServ Acquisition Corp. II, a Delaware corporation (the “Company”), having its principal place of business at 1345 Avenue of the Americas, New York, NY 10105, and FinServ Holdings II LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1345 Avenue of the Americas, New York, NY 10105.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • February 10th, 2023 • Finserv Acquisition Corp. II • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of February [●], 2023 by and among FinServ Acquisition Corp. II (the “Company”), FinServ Holdings II LLC (the “Sponsor”) and the undersigned investor (“Investor”).
FinServ Acquisition Corp. IILetter Agreement • March 29th, 2022 • Finserv Acquisition Corp. II • Blank checks • New York
This letter agreement by and between FinServ Acquisition Corp. II (the “Company”) and FinServ Holdings II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on April 1, 2021, 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 on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”)) (such earlier date hereinafter referred to as the “Termination Date”):
FinServ Acquisition Corp. II New York, NY 10105 Tel. (929) 529-7125Letter Agreement • August 12th, 2022 • Finserv Acquisition Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby Cooper Advisers LLC (“Cooper” or “Consultant”) agrees to provide certain services (as described below) to FinServ Acquisition Corp. II (the “Company”). This Agreement further sets forth your agreement to abide by, in your individual capacity, the terms set forth in §§ 3.2, 3.3, 5, 7, 8 and 9 of this Agreement and, in those sections, the term “you” refers to you in your individual capacity.
FINSERV HOLDINGS II LLCLetter Agreement • February 12th, 2021 • Finserv Acquisition Corp. II • Blank checks
This letter agreement sets forth the terms of the agreement between Finserv Holdings II LLC, a Delaware limited liability company (the “Company”), and certain investment funds and managed accounts managed by or affiliated with the undersigned subscriber (“Subscriber”). The Company is the sponsor of FinServ Acquisition Corp. II (the “SPAC”), a Delaware corporation and a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). 100% of the Founder Shares (as hereinafter defined) are, and as of the date of the Business Combination will be, held by the Company. If the IPO has not been consummated by May 31, 2021, then this letter shall automatically terminate and be of no further force or effect.
