45,000,000 Units N2 Acquisition Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2021 • N2 Acquisition Holdings Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • N2 Acquisition Holdings Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • March 25th, 2021 • N2 Acquisition Holdings Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between N2 Acquisition Holdings Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 25th, 2021 • N2 Acquisition Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of _______, 2021, is entered into by and among N2 Acquisition Holdings Corp., a Delaware corporation (the “Company”), and N2 Acquisition Founder LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 25th, 2021 • N2 Acquisition Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2021, is by and between N2 Acquisition Holdings 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” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 25th, 2021 • N2 Acquisition Holdings Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of ________, 2021, is made and entered into by and among N2 Acquisition Holdings Corp., a Delaware corporation (the “Company”), N2 Acquisition Founder LLC, 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, members of 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”).
N2 Acquisition Holdings Corp. Miami Beach, FL 33139Subscription Agreement • March 11th, 2021 • N2 Acquisition Holdings Corp. • New York
We are pleased to accept the offer N2 Acquisition Founder LLC (the “Subscriber” or “you”) has made to purchase 12,862,500 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of N2 Acquisition Holdings Corp., a Delaware corporation (the “Company”), up to 1,687,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (as may be amended and/or restate
N2 Acquisition Holdings Corp. Miami Beach, FL 33139 Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. UBS Securities LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 c/o Citigroup Global Markets Inc....Underwriting Agreement • March 25th, 2021 • N2 Acquisition Holdings Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between N2 Acquisition Holdings Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
N2 Acquisition Holdings Corp. Miami Beach, FL 33139Subscription Agreement • March 11th, 2021 • N2 Acquisition Holdings Corp. • New York
We are pleased to accept the offer you (the “Subscriber” or “you”) have made to purchase 25,000 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of N2 Acquisition Holdings Corp., a Delaware corporation (the “Company”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (as may be amended and/or restated from time to time, the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Founder Shares and shall be deemed to include any shares of Class A Common Stock issued upon
