REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • ScION Tech Growth II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2021, is made and entered into by and among ScION Tech Growth II, a Cayman Islands exempted company (the “Company”), ScION 2 Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • ScION Tech Growth II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 9, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ScION Tech Growth II, a Cayman Islands exempted company (the “Company”), and ScION 2 Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • February 12th, 2021 • ScION Tech Growth II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 9, 2021, is by and between ScION Tech Growth 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,” and also referred to herein as the “Transfer Agent”).
ScION Tech Growth IILetter Agreement • February 12th, 2021 • ScION Tech Growth II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ScION Tech Growth II, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 12th, 2021 • ScION Tech Growth II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 9, 2021, by and between ScION Tech Growth II, a Cayman Islands exempted company (the “Company”), and OrION Capital Structure Solutions UK Limited, a private limited company incorporated in England & Wales (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • ScION Tech Growth II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 9, 2021 by and between ScION Tech Growth II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SCION TECH GROWTH II 30,000,000 Units Underwriting AgreementUnderwriting Agreement • February 12th, 2021 • ScION Tech Growth II • Blank checks • New York
ScION Tech Growth II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 30,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
SCION TECH GROWTH IILetter Agreement • February 12th, 2021 • ScION Tech Growth II • Blank checks • New York
This letter agreement (this “Agreement”) by and between ScION Tech Growth II (the “Company”) and ScION 2 Sponsor 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”):
