REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2021, is made and entered into by and among NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and NextGen Sponsor II LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (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, the “Holders” and, each, a “Holder”).
Underwriting AgreementUnderwriting Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 35,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 5,250,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called, the “Units”).
INDEMNITY AGREEMENTIndemnity Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of March 22, 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT NEXTGEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 22, 2021Warrant Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 22, 2021, is by and between NextGen Acquisition Corp. 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 22, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and NextGen Sponsor II LLC, a Cayman Islands limited liability company (the “Purchaser”).
NextGen Acquisition Corp. II Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 25th, 2021 • NextGen 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 or proposed to be entered into by and between NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. Th
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between NextGen Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
NextGen Acquisition Corp. II 2255 Glades Road, Suite 324A Boca Raton, FL 33431Administrative Services Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
