Switchback II Corporation 25,000,000 Units Underwriting AgreementUnderwriting Agreement • December 31st, 2020 • Switchback II Corp • Blank checks • New York
Switchback II Corporation, 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 you and, as applicable, the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 25,000,000 units (the “Units”) of the Company (the “Firm Units”), and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units”). The Firm Units, together with the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof are hereinafter collectively called the “Units”. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 31st, 2020 • Switchback II Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and NGP Switchback II, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between SWITCHBACK II CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021Warrant Agreement • December 31st, 2020 • Switchback II Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Switchback II Corporation, a Cayman Islands exempted company (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 • December 31st, 2020 • Switchback II Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [●], 2021 by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 31st, 2020 • Switchback II Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021, by and between SWITCHBACK II CORPORATION, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2020 • Switchback II Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January [●], 2021, is made and entered into by and among Switchback II Corporation, a Cayman Islands exempted company (the “Company”), NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
Switchback II Corporation Dallas, TX 75225 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 31st, 2020 • Switchback II 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 Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units which 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-fifth 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
SWITCHBACK II CORPORATIONSwitchback II Corp • December 31st, 2020 • Blank checks • New York
