FORM OF WARRANT AGREEMENT GSR II METEORA ACQUISITION CORP. And CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ • ], 2022Warrant Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ • ], 2022, is by and GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
GSR II METEORA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
The undersigned, GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”) and with the underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only the Representative is listed on Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
GLA Meteora Acquisition Corp. New Hope, Pennsylvania 18938Securities Subscription Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 16, 2021 by and between GLA Meteora Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and GLA Meteora Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture 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’s and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ] 2022, by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made and entered into by and among GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF RIGHTS AGREEMENTRights Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2022, by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022 by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Re: Initial Public OfferingUnderwriting Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”) and Oppenheimer & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 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”), one redeemable warrant and one-sixteenth of one right. Each 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. Each whole right (the “Rights”) entitles the holder thereof to one share of Class A common stock upon the consummation of the Company’s initial busin
Oppenheimer & Co. Inc. 85 Broad Street 25th Floor New York, NY 10004 Phone 212-668-8000 Transacts Business on All Principal ExchangesMerger Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby GSR II Acquisition Corp., a Delaware corporation (“Company”), has requested Oppenheimer & Co. Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-261965) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 23rd, 2022 • GSR II Meteora Acquisition Corp. • 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 [ ⚫ ], 2022, is entered into by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
