REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. II • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 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”).
22,000,000 Shares Social Capital Suvretta Holdings Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. II • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • July 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 89052Letter Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings 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 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 25,300,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including up to 3,300,000 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. 333-256724) 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 1
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 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 • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of June 29, 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. IIAdministrative Services Agreement • July 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. 333-256724) filed with the U.S. Securities and Exchange Commission on June 2, 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
