30,500,000 Units Forest Road Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
Forest Road Acquisition Corp. II, a Delaware corporations (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,575,000 additional units to cover over-allotments, if any (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the “Public Units”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 9, 2021, by and between Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Forest Road Acquisition Corp. III New York, NY 10036Securities Subscription Agreement • February 18th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
This agreement (the “Agreement”) is entered into on December 23, 2020 by and between Forest Road Acquisition Sponsor III LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Forest Road Acquisition Corp. III, 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 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2021, is made and entered into by and among Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (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”).
March 9, 2021Underwriting Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • 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 Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 35,075,000 of the Company’s units (including up to 4,575,000 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 “Class A Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defin
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ________, 2021, by and between Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • March 3rd, 2021 • Forest Road Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 9, 2021, is by and between Forest Road 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among FOREST ROAD ACQUISITION CORP. II, ARIEL MERGER SUB I, INC., ARIEL MERGER SUB II, LLC, and Hyperloop transportation technologies, inc. Dated as of November 21, 2022Merger Agreement • November 22nd, 2022 • Forest Road Acquisition Corp. II • Blank checks • Delaware
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • February 17th, 2023 • Forest Road Acquisition Corp. II • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of _____, 2023 by and among Forest Road Acquisition Corp. II (the “Company”), Forest Road Acquisition Sponsor II LLC (the “Sponsor”) and the undersigned investor (“Investor”).
Forest Road Acquisition Corp. IIAdministrative Services Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Forest Road Acquisition Corp. II (the “Company”) and The Forest Road Company, LLC (“Provider”), 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 U.S. 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”):
SPONSOR AGREEMENTSponsor Agreement • November 22nd, 2022 • Forest Road Acquisition Corp. II • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of November 21, 2022, is made by and among Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Company”). Sponsor, Acquiror and the Company shall be referred to herein from time to time each as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TERMINATION AGREEMENTTermination Agreement • February 3rd, 2023 • Forest Road Acquisition Corp. II • Blank checks
THIS TERMINATION AGREEMENT (this “Agreement”) is made as of February 3, 2023, by and among Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), Ariel Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Acquiror (“Merger Sub I”), Ariel Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Acquiror (“Merger Sub II”), and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • November 22nd, 2022 • Forest Road Acquisition Corp. II • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of November 21, 2022, is made by and among Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), the Pre-Closing Holders set forth on Schedule I hereto (the “Required Stockholders”), and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Company”). Acquiror, the Required Stockholders and the Company shall be referred to herein from time to time each as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
