WARRANT AGREEMENTWarrant Agreement • November 2nd, 2021 • New Providence Acquisition Corp. II • Blank checks • New York
This agreement (this “Agreement”) is made as of [●], 2021 between New Providence Acquisition Corp. II, a Delaware corporation, with offices at 10900 Research Boulevard, Suite 160C, Austin, Texas 78759 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2021 • New Providence Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
20,000,000 Units New Providence Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2021 • New Providence Acquisition Corp. II • Blank checks • New York
New Providence Acquisition Corp. II, a Delaware corporation (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 Schedule I hereto (collectively, the “Underwriters”) for whom you (the “Representative”) are acting as representative, an aggregate of 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an aggregate of 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, hereinafter called the “Securities”). 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, and the term Underwriters shall refer to the
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 2nd, 2021 • New Providence Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and New Providence Acquisition II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 2nd, 2021 • New Providence Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), New Providence Acquisition 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
New Providence Acquisition Corp. II 10900 Research Blvd, Suite 160C, PMB 1081 Austin, Texas 78759 Deutsche Bank Securities Inc. New York, New York 10005Letter Agreement • November 2nd, 2021 • New Providence 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 New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the underwriters ( the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 a registration statement on Form S-
