WARRANT AGREEMENTWarrant Agreement • April 7th, 2021 • New Beginnings Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [---], 2021, is by and between New Beginnings Acquisition Corp. II, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • April 7th, 2021 • New Beginnings Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______________, 2021, by and between New Beginnings Acquisition Corp. II, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2021 • New Beginnings Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [______], 2021, is made and entered into by and among New Beginnings Acquisition Corp. II, a Delaware corporation (the “Company”), New Beginnings Sponsor II, 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
New Beginnings Acquisition Corp. IISubscription Agreement • April 7th, 2021 • New Beginnings Acquisition Corp. II • Blank checks • Delaware
We are pleased to accept the offer New Beginnings Sponsor II, LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of New Beginnings Acquisition Corp. II, a Delaware corporation (the “Company”), up to 375,000 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. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
New Beginnings Acquisition Corp. II Miami Beach, FL 33139Underwriting Agreement • April 7th, 2021 • New Beginnings Acquisition Corp. II • 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 among New Beginnings Acquisition Corp. II, a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-248944) and prospect
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • April 7th, 2021 • New Beginnings Acquisition Corp. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between New Beginnings Acquisition Corp. II, a Delaware corporation (the “Company”), having its principal place of business at 800 1st Street, Unit 1, Miami Beach, FL 33139, and New Beginnings Sponsor II, LLC, a Delaware limited liability company (the “Subscriber”).
NEW BEGINNINGS Acquisition Corp. IIAdministrative Services Agreement • April 7th, 2021 • New Beginnings Acquisition Corp. II • Blank checks • New York
This letter agreement by and between New Beginnings Acquisition Corp. II (the “Company”) and RLMG Investments, LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
