INDEMNITY AGREEMENTIndemnification Agreement • February 23rd, 2021 • Acies Acquisition Corp. II • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [________], 2021, by and between Acies Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
25,000,000 Units Acies Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2021 • Acies Acquisition Corp. II • New York
Acies Acquisition Corp. II 1219 Morningside Drive, Suite 110 Manhattan Beach, CA 90266Securities Subscription Agreement • February 23rd, 2021 • Acies Acquisition Corp. II • New York
This agreement (this “Agreement”) is entered into on January 6, 2021 by and between Acies Acquisition LLC II, a Delaware limited liability company (the “Subscriber” or “you”), and Acies Acquisition Corp. II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 23rd, 2021 • Acies Acquisition Corp. II • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of ___________, 2021, is entered into by and between Acies Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Acies Acquisition LLC II, a Delaware limited liability company (the “Purchaser”).
Acies Acquisition Corp. II Manhattan Beach, CA 90266Underwriting Agreement • February 23rd, 2021 • Acies Acquisition Corp. II • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Acies Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Oppenheimer & Co. Inc., as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11
WARRANT AGREEMENT ACIES ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated _____________, 2021Warrant Agreement • March 30th, 2021 • Acies Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated ____________, 2021, is by and between Acies Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2021 • Acies Acquisition Corp. II • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2021 by and between Acies Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2021 • Acies Acquisition Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2021, is made and entered into by and among Acies Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Acies Acquisition LLC II, 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
ACIES ACQUISITION CORP. IISponsorship Agreement • February 23rd, 2021 • Acies Acquisition Corp. II • New York
This letter agreement by and between Acies Acquisition Corp. II (the “Company”) and Acies Acquisition LLC II (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333- ) (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of the Company is declared effective (the “Effective Date”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1219 Morningside Drive, Suite 1
