INDEMNITY AGREEMENTIndemnity Agreement • March 9th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
ArcLight Clean Transition Corp. II Boston, MA 02116 January 20, 2021ArcLight Clean Transition Corp. II • March 9th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on January 20, 2021 by and between ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “Subscriber” or “you”), and ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 9th, 2021 • ArcLight Clean Transition 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 [•], 2021, is entered into by and between ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), and ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 9th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), ArcLight CTC Holdings II, L.P., a Delaware limited partnership (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”).
ArcLight Clean Transition Corp. II Boston MA 02116Letter Agreement • March 9th, 2021 • ArcLight Clean Transition 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 ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Barclays Capital Inc. as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriter’s 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-fifth 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
ArcLight Clean Transition Corp. II 25,000,000 Units1 UNDERWRITING AGREEMENTArcLight Clean Transition Corp. II • March 9th, 2021 • Blank checks • New York
ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. and Barclays Capital Inc. (the “Underwriters”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Underwriters as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22
WARRANT AGREEMENT ARCLIGHT CLEAN TRANSITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • March 9th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between ArcLight Clean Transition 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 9th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ARCLIGHT CLEAN TRANSITION CORP. IIArcLight Clean Transition Corp. II • March 9th, 2021 • Blank checks • New York
