REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. II • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and SCS Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (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, the “Holders” and, each, a “Holder”).
INDEMNITY AGREEMENTIndemnification Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Social Capital Suvretta Holdings Corp. II Henderson, NV 89052Underwriting Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings 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 between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including up to 3,000,000 Ordinary Shares that may be purchased to cover over-allotments, if any). The Ordinary Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333- ) and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 her
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Social Capital Suvretta Holdings Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf 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.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and SCS Sponsor II LLC, a Cayman Islands limited liability company (the “Purchaser”).
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. IISecurities Subscription Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. II • Blank checks • New York
Pursuant to that certain securities subscription agreement, dated as of March 2, 2021 (the “Original Agreement”), by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and SCS Sponsor II LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), you subscribed for and purchased from the Company 5,750,000 Class B ordinary shares of the Company (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture if the underwriter of the Company’s initial public offering of its securities (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber now desire to amend and restate the Original Agreement in its entirety as set forth herein.
Social Capital Suvretta Holdings Corp. IIAdministrative Services Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. II • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Suvretta Holdings Corp. II (the “Company”) and Social + Capital Partnership, L.L.C. (the “Provider”), dated as of the date hereof, confirms our agreement that, commencing on the date on which the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) 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 on Form S-1 (File No. 333- ) filed with the U.S. Securities and Exchange Commission on , 2021, as it may be amended from time to time) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCS Sponsor II LLC, shall make available to the Company, at 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV 89052 (or any successor location or other existing office locations
