Motive Capital Corp II 30,000,000 Units Underwriting AgreementUnderwriting Agreement • December 10th, 2021 • Motive Capital Corp II • Blank checks • New York
Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
WARRANT AGREEMENT Dated December 6, 2021Warrant Agreement • December 10th, 2021 • Motive Capital Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 6, 2021, is by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 10th, 2021 • Motive Capital Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2021, is made and entered into by and among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), Motive Capital Funds Sponsor II, LLC, a Cayman Islands limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsor and, a “Holder” and collectively the “Holders”).
Motive Capital Corp II 250 Greenwich Street, 7 World Trade Center, Floor 47 New York, NY 10007Letter Agreement • December 10th, 2021 • Motive Capital 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”) entered into by and among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), UBS Securities LLC (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (or up to 34,500,000 of the Company’s units if the Underwriters exercise their option to purchase additional units) (the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share 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 and a p
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • December 10th, 2021 • Motive Capital Corp II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of December 6, 2021, by and among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), MCF2 Sponsor II Aggregator, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 10th, 2021 • Motive Capital Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 6, 2021 by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 10th, 2021 • Motive Capital Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 6, 2021, is entered into by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and Motive Capital Funds Sponsor II, LLC, a Cayman Islands limited liability company (the “Purchaser”).
