INDEMNITY AGREEMENTIndemnity Agreement • March 26th, 2021 • Crucible Acquisition Corp. II • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Crucible Acquisition Corp. II, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2021 • Crucible Acquisition Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Crucible Acquisition Corp. II, a Delaware corporation (the “Company”), Foundry Crucible II, LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
20,000,000 Units Crucible Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • Crucible Acquisition Corp. II • New York
Crucible Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean the singular as the context requires. Certain capitalized terms used herein and not otherwise defined
CRUCIBLE ACQUISITION CORP. II Louisville, Colorado 80027Crucible Acquisition Corp. II • March 26th, 2021 • New York
Crucible Acquisition Corp. II, a Delaware corporation (the “Company”), is pleased to accept the offer Foundry Crucible II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used
WARRANT AGREEMENT CRUCIBLE ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • March 26th, 2021 • Crucible Acquisition Corp. II • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Crucible Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 26th, 2021 • Crucible Acquisition Corp. II • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Crucible Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 26th, 2021 • Crucible Acquisition Corp. II • New York
THIS SPONSOR 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 Crucible Acquisition Corp. II, a Delaware corporation (the “Company”), and Foundry Crucible II, LLC, a Delaware limited liability company (the “Purchaser”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • March 26th, 2021 • Crucible Acquisition Corp. II • New York
This Support Services Agreement (this “Agreement”), dated as of [•], 2021, is made and entered into by and between Crucible Acquisition Corp. II, a Delaware corporation (the “Company”), and Foundry Crucible II, LLC, a Delaware limited liability company (the “Service Provider” and, together with the Company, the “Parties” and, each individually, a “Party”).
Crucible Acquisition Corp. II Louisville, Colorado 80027Letter Agreement • March 26th, 2021 • Crucible Acquisition Corp. II
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 between Crucible Acquisition Corp. II, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, as the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each 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. The Units shall be sold in the Public Offer
