22,500,000 Units New Providence Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2021 • New Providence Acquisition Corp. II • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • November 10th, 2021 • New Providence Acquisition Corp. II • Blank checks • New York
This agreement (this “Agreement”) is made as of November 4, 2021 between New Providence Acquisition Corp. II, a Delaware corporation, with offices at 10900 Research Boulevard, Suite 160C, Austin, Texas 78759 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 10th, 2021 • New Providence Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 4, 2021, by and between New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 10th, 2021 • New Providence Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 2021, is made and entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), New Providence Acquisition II LLC, a Delaware 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • November 10th, 2021 • New Providence Acquisition 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 November 4, 2021, is entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and New Providence Acquisition II LLC, a Delaware limited liability company (the “Purchaser”).
New Providence Acquisition Corp. II 10900 Research Blvd, Suite 160C, PMB 1081 Austin, Texas 78759 Deutsche Bank Securities Inc. New York, New York 10005Underwriting Agreement • November 10th, 2021 • New Providence Acquisition 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 between New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the underwriters ( the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock 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 Form S-
NEW PROVIDENCE ACQUISITION CORP. II 10900 Research Blvd., Suite 160C, PMB 1081 Austin, TX 78759 November 4, 2021Administrative Support Agreement • November 10th, 2021 • New Providence Acquisition Corp. II • Blank checks • Delaware
This letter agreement by and between New Providence Acquisition Corp. II (the “Company”) and New Providence Acquisition II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
