G Squared Ascend II Inc. 12,500,000 Units Underwriting AgreementUnderwriting Agreement • June 21st, 2021 • G Squared Ascend II, Inc. • Blank checks • New York
G Squared Ascend II Inc., 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 12,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,875,000 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”). 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 Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 21st, 2021 • G Squared Ascend II, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”) and G Squared Ascend Management II, LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2021 • G Squared Ascend II, Inc. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_____], 2021 between G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • June 21st, 2021 • G Squared Ascend II, Inc. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2021, is made and entered into by and among G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”), G Squared Ascend Management II, LLC, a Cayman Islands exempted limited company (the “Sponsor”), the undersigned parties listed under Holder on the signature page hereto (each such party, including 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”).
G Squared Ascend Management II, LLC Suite 3770 Chicago, IL 60601Letter Agreement • June 21st, 2021 • G Squared Ascend II, Inc. • 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 G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 14,375,000 of the Company’s units (including 1,875,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third 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. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Compan
WARRANT AGREEMENT G Squared Ascend II Inc. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated June 14, 2021Warrant Agreement • June 21st, 2021 • G Squared Ascend II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated June 14, 2021 is by and between G Squared Ascend II Inc., 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2021 • G Squared Ascend II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 14, 2021 by and between G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 21st, 2021 • G Squared Ascend II, Inc. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 14, 2021, by and between G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”), and G Squared Ascend Management II, LLC, a Cayman Islands limited liability company (the “Purchaser”).
RE: Securities Subscription AgreementSubscription Agreement • June 1st, 2021 • G Squared Ascend II, Inc. • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 26, 2021 by and between G Squared Ascend Management II, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 3,593,750 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
G Squared Ascend II Inc.. June 14, 2021G Squared Ascend II, Inc. • June 21st, 2021 • Blank checks • New York
