Underwriting Agreement between Newbury Street II Acquisition Corp and BTIG, LLC Dated October 31, 2024 (the “Agreement”)Underwriting Agreement • November 6th, 2024 • Newbury Street II Acquisition Corp • Blank checks • New York
The undersigned, Newbury Street II Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” 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,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
WARRANT AGREEMENTWarrant Agreement • November 6th, 2024 • Newbury Street II Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 31, 2024, is by and between Newbury Street II Acquisition Corp, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2024 • Newbury Street II Acquisition Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2024, by and between Newbury Street II Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 6th, 2024 • Newbury Street II Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of October 31, 2024, by and between Newbury Street II Acquisition Corp, a Cayman Islands exempted company (the “Company”), having its principal place of business at 121 High Street Floor 3, Boston, Massachusetts 02110, and BTIG LLC (the “Purchaser”).
October 31, 2024 Newbury Street II Acquisition Corp Boston, Massachusetts 02110Underwriting Agreement • November 6th, 2024 • Newbury Street II Acquisition Corp • 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 Newbury Street II Acquisition Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, the underwriter (the “Underwriter”) of an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-281456) and prospectus (the “Prospect
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2024 • Newbury Street II Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2024 is made and entered into by and among Newbury Street II Acquisition Corp, a Cayman Islands exempted company (the “Company”), Newbury Street II Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), , and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 6th, 2024 • Newbury Street II Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 31, 2024 by and between Newbury Street II Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NEWBURY STREET II ACQUISITION CORPAdministrative Support Agreement • November 6th, 2024 • Newbury Street II Acquisition Corp • Blank checks
This letter agreement by and between Newbury Street II Acquisition Corp (the “Company”) and Sunderland Capital Partners LP, a Massachusetts corporation (the “Services Provider”), an affiliate of our sponsor, Newbury Street II Acquisition Sponsor 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 Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
