Supernova Partners Acquisition Company II, Ltd. Suite 300 PMB 1044 Washington, D.C. 20016 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 4th, 2021 • Supernova Partners Acquisition Co II, Ltd. • 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 Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), J.P. Morgan Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ 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 a fraction of one redeemable warrant (each whole warrant, a “Warrant”). Each whole 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
WARRANT AGREEMENT between SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated March 1, 2021Warrant Agreement • March 4th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 1, 2021, is by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 4th, 2021 • Supernova Partners Acquisition Co II, Ltd. • 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 1, 2021, is entered into by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and Supernova Partners II LLC, a Cayman Islands limited liability company (the “Purchaser”).
SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD. 30,000,000 Units Underwriting AgreementUnderwriting Agreement • March 4th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (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 30,000,000 units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional 4,500,000 units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made and entered into by and among Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), Supernova Partners II 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 4th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 2021 by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Trustee”).
