Queen's Gambit Growth Capital II Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • February 23rd, 2021 • Queen's Gambit Growth Capital II • New York

Queen’s Gambit Growth Capital II, a Cayman Islands exempted company (the “Company”), proposes to sell [●] units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-[●] 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 [●] 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. To the extent that there are no additional Underwriters listed on Schedule I, the term Underwriters as used herein shall mean

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • February 23rd, 2021 • Queen's Gambit Growth Capital II • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Queen’s Gambit Growth Capital II, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings II LLC, a Delaware limited liability company (the “Purchaser”).

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WARRANT AGREEMENT between QUEEN’S GAMBIT GROWTH CAPITAL II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021
Warrant Agreement • February 23rd, 2021 • Queen's Gambit Growth Capital II • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Queen’s Gambit Growth Capital II, 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”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 23rd, 2021 • Queen's Gambit Growth Capital II • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between QUEEN’S GAMBIT GROWTH CAPITAL II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

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SECURITIES SUBSCRIPTION AGREEMENT February 4, 2021
Securities Subscription Agreement • February 23rd, 2021 • Queen's Gambit Growth Capital II • New York

This Securities Subscription Agreement (this “Agreement”), effective as of February 4, 2021, is made and entered into by and between Queen’s Gambit Growth Capital II, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings II LLC, a Delaware limited liability company (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 23rd, 2021 • Queen's Gambit Growth Capital II • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021 is made and entered into by and among Queen’s Gambit Growth Capital II, a Cayman Islands exempted company (the “Company”), Queen’s Gambit Holdings II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 23rd, 2021 • Queen's Gambit Growth Capital II • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Queen’s Gambit Growth Capital II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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Queen’s Gambit Growth Capital II New York, NY 10001
Letter Agreement • February 23rd, 2021 • Queen's Gambit Growth Capital II

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Queen’s Gambit Growth Capital II, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of [ ] of the Company’s units (including up to [ ] units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-[ ] 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 statement on Form

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QUEEN’S GAMBIT GROWTH CAPITAL II
Queen's Gambit Growth Capital II • February 23rd, 2021 • New York
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