INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Longview Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (“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. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2021, is made and entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page(s) hereto (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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 24th, 2021 • Longview Acquisition 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 March 18, 2021, is entered into by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this 18th day of March, 2021, by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 18, 2021, is by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).
LONGVIEW ACQUISITION CORP. II 60,000,000 Units Underwriting AgreementUnderwriting Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
Longview Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 60,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 9,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 18, 2021, between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), Glenview Capital Management, LLC (the “Adviser”) and each of the purchasers listed on the signature pages hereto (each, a “Purchaser” and, collectively, along with any additional entities identified by the Adviser to become a party to this agreement pursuant to Section 8(f) hereof, the “Purchasers”).
March 18, 2021 Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 24th, 2021 • Longview Acquisition 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 or proposed to be entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and UBS Securities LLC and Cowen and Company, LLC, as the representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 69,000,000 of the Company’s units (including up to 9,000,000 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-fifth of one redeemable warrant (each, a “Warrant”). Each whole 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 th
Glenview Capital Management, LLC 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: Administrative Services Agreement Gentlemen:Longview Acquisition Corp. II • March 24th, 2021 • Blank checks • New York
This letter agreement by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Glenview Capital Management, LLC, a Delaware limited liability company (the “Provider”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
