0001140361-21-007905 Sample Contracts

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • March 10th, 2021 • B Capital Technology Opportunities Corp. • 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 [●], 2021, is entered into by and between B Capital Technology Opportunities Corp., a Cayman Islands exempted company (the “Company”), and B Capital Technology Opportunities LLC, a Cayman Islands limited liability company (the “Purchaser”).

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • March 10th, 2021 • B Capital Technology Opportunities Corp. • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among B Capital Technology Opportunities Corp., a Cayman Islands exempted company (the “Company”), B Capital Technology Opportunities LLC, a Cayman Islands 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”).

WARRANT AGREEMENT
Warrant Agreement • March 10th, 2021 • B Capital Technology Opportunities Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between B Capital Technology Opportunities Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 10th, 2021 • B Capital Technology Opportunities Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _________, 2021 by and between B Capital Technology Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a [New York limited purpose trust company] (the “Trustee”).

INDEMNITY AGREEMENT
Indemnification Agreement • March 10th, 2021 • B Capital Technology Opportunities Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between B Capital Technology Opportunities Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

B Capital Technology Opportunities Corp. 10 Hudson Yards New York, NY 10001
Underwriting Agreement • March 10th, 2021 • B Capital Technology Opportunities Corp. • Blank checks • New York

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among B Capital Technology Opportunities Corp., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (together with up to 4,500,000 additional units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised 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 registrat

B CAPITAL TECHNOLOGY OPPORTUNITIES CORP.
Office Space and Administrative Services Agreement • March 10th, 2021 • B Capital Technology Opportunities Corp. • Blank checks
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