INDEMNITY AGREEMENTIndemnification Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between FG New America Acquisition II Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between FG New America Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, a New York corporation (the “Trustee”).
FORM OF PRIVATE WARRANT AGREEMENT between FG NEW AMERICA ACQUISITION II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021Warrant Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between FG New America Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
FG New America Acquisition II Corp.Underwriting Agreement • December 2nd, 2021 • FG New America Acquisition 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 between FG New America Acquisition II Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc., 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 25,875,000 of the Company’s units (including up to 3,375,000 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-half 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 defi
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among FG New America Acquisition II Corp., a Delaware corporation (the “Company”), FG New America Investors II LLC, a Delaware limited liability company (the “Sponsor”), ThinkEquity LLC (the “Manager”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Underwriters 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”).
15 EXERCISE PRICE WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks • New York
THIS $15 EXERCISE PRICE 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 among FG New America Acquisition II Corp., a Delaware corporation (the “Company”), and FG New America Investors II LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2021, by and between FG New America Acquisition II Corp., a Delaware corporation (the “Company”), having its principal place of business at 105. S. Maple Street, Itasca, Illinois 60143, and FG New America Investors II LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 105. S. Maple Street, Itasca, Illinois 60143.
FG NEW AMERICA ACQUISITION II CORP. a Delaware corporation 22,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks • New York
FG New America Acquisition II Corp., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of units (the “Units”) of the Company set forth in Schedule A hereto, totaling 22,500,000 Units in the aggregate, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,375,000 additional Units. The aforesaid 22,500,000 Units (the “Initial Securities”) to be purchased by the Underwri
FG NEW AMERICA ACQUISITION II CORP. Itasca, Illinois 60143Administrative Services Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and among FG New America Acquisition II Corp. (the “Company”) and FG New America Investors II LLC (the “Sponsor”), 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”):
MANAGER UNITS PURCHASE AGREEMENTManager Units Purchase Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks • New York
This MANAGER UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2021, by and between FG New America Acquisition II Corp., a Delaware corporation (the “Company”), having its principal place of business at 105. S. Maple Street, Itasca, Illinois 60143, and [_], a [_] (the “Subscriber”), having its principal place of business at [_].
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks
The undersigned hereby subscribes for 6,468,750 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
