WARRANT AGREEMENT between MUDRICK CAPITAL ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 7, 2020, is by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Mudrick Capital Acquisition Corporation II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Mudrick Capital Acquisition Corporation II New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”) and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole 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 purs
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2020, is made and entered into by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor”), and Jefferies LLC (“Jefferies”, and, 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”).
MUDRICK CAPITAL ACQUISITION CORPORATION II UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
Introductory. Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 27,500,000 units of the Company (the “Units”). The 27,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,125,000 Units as provided in Section 2. The additional 4,125,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 7, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Jefferies LLC, a Delaware limited liability company (the “Purchaser”).
Mudrick Capital Acquisition Corporation IIPrivate Placement Warrants Purchase Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
This letter agreement by and between Mudrick Capital Acquisition Corporation II (the “Company”) and Mudrick Capital Acquisition Holdings II LLC (“Sponsor”), 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”):
