INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2021 • Research Alliance Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [ ], 2021 by and between Research Alliance Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 11th, 2021 • Research Alliance Corp. II • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March [ ], 2021, is made and entered into by and among Research Alliance Corp. II, a Delaware corporation (the “Company”), Research Alliance Holdings II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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”).
Research Alliance Corp. IIResearch Alliance Corp. II • March 11th, 2021 • Blank checks • Delaware
We are pleased to accept the offer Research Alliance Holdings II LLC (the “Subscriber” or “you”) has made to purchase 3,737,500 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”), of Research Alliance Corp. II, a Delaware corporation (the “Company”), up to 487,500 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. 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:
Research Alliance Corp. IILetter Agreement • March 11th, 2021 • Research Alliance 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 Research Alliance Corp. 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 14,950,000 of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” or the “Securities”). The Securities will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Securities listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 11th, 2021 • Research Alliance Corp. II • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of March [ ], 2021 by and between Research Alliance Corp. II, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT SHARE PURCHASE AGREEMENTPrivate Placement Share Purchase Agreement • March 11th, 2021 • Research Alliance Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT SHARE 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 among Research Alliance Corp. II, a Delaware corporation (the “Company”), and Research Alliance Holdings II LLC, a Delaware limited liability company (the “Purchaser”).
13,000,000 Shares of Class A Common Stock RESEARCH ALLIANCE CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2021 • Research Alliance Corp. II • Blank checks • New York
Introductory. Research Alliance Corp. 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 13,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The 13,000,000 Shares 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 1,950,000 Shares as provided in Section 2. The additional 1,950,000 Shares 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 (i
