WARRANT AGREEMENTWarrant Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between GX ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: ________, 2021Underwriting Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • New York
The undersigned, GX Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other 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”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among GX Acquisition Corp. II, a Delaware corporation (the “Company”), GX Sponsor II LLC, a Delaware limited liability company (the “Sponsor”; together with 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”).
GX Acquisition Corp. IIUnderwriting Agreement • March 3rd, 2021 • GX Acquisition 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 by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 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 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 registratio
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and GX Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
GX ACQUISITION CORP. IIAdministrative Support Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • New York
This letter agreement by and between GX Acquisition Corp. II (the “Company”) and GX Sponsor II LLC (“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”):
February 8, 2021 Jay Bloom GX Acquisition Corp. II New York, NY 10019 Dear Jay:Engagement Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • New York
This letter agreement (the “Agreement”) confirms the terms and conditions of the engagement of BTIG, LLC (“BTIG”) by GX Acquisition Corp II (the “Client”) to provide strategic and capital markets advisory services as set forth in more detail below (the “Services”). BTIG is a Delaware limited liability company and a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (“FINRA”).
