12,500,000 Units Seaport Global Acquisition II Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Seaport Global Acquisition II Corp. 360 Madison Avenue 20th Floor New York, NY 10017Underwriting Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • 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 Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), and B. Riley Securities, Inc., 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 12,500,000 of the Company’s units (including up to 1,875,000 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 as described in the Prospectus. The Units will be sold in t
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 10th, 2021 • Seaport Global Acquisition II 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 Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), Seaport Global SPAC 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, 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”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF WARRANT AGREEMENTWarrant Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Seaport Global Acquisition II Corp., 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”).
FORM OF PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”) and Seaport Global SPAC II, LLC, a Delaware limited liability company (the “Purchaser”).
SEAPORT GLOBAL ACQUISITION II CORP.Administrative Support Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
This letter agreement by and between Seaport Global Acquisition II Corp. (the “Company”) and Seaport Global SPAC II, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-[•]) (the “Registration Statement”) 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”):
