30,500,000 Units Forest Road Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
Forest Road Acquisition Corp. II, a Delaware corporations (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,575,000 additional units to cover over-allotments, if any (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the “Public Units”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 9, 2021, by and between Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2021, is made and entered into by and among Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
March 9, 2021Underwriting Agreement • March 15th, 2021 • Forest Road 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 among Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, 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 35,075,000 of the Company’s units (including up to 4,575,000 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 “Class A Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defin
WARRANT AGREEMENTWarrant Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 9, 2021, is by and between Forest Road 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
Forest Road Acquisition Corp. IIAdministrative Services Agreement • March 15th, 2021 • Forest Road Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Forest Road Acquisition Corp. II (the “Company”) and The Forest Road Company, LLC (“Provider”), 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 New York Stock Exchange (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”):
