ArcLight Clean Transition Corp. II 27,500,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • 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 27,500,000 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 4,125,000 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 25, 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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 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 02116Underwriting Agreement • March 26th, 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 31,625,000 of the Company’s units (including 4,125,000 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
WARRANT AGREEMENT ARCLIGHT CLEAN TRANSITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 25, 2021Warrant Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 25, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 26th, 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 March 22, 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”).
ARCLIGHT CLEAN TRANSITION CORP. IIOffice Space and Administrative Services Agreement • March 26th, 2021 • ArcLight Clean Transition Corp. II • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of ArcLight Clean Transition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), ArcLight CTC Holdings II, L.P. (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 200 Clarendon Street, 55th Floor, Boston, Massachusetts 02116 (or any successor location). In exchange therefore the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and cont
