INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 17, 2021, by and between Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
12,500,000 Units Seaport Global Acquisition II Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
Seaport Global Acquisition II Corp. 360 Madison Avenue 20th Floor New York, NY 10017Letter Agreement • November 10th, 2021 • Seaport Global Acquisition 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 Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 12,500,000 of the Company’s units (including up to 1,875,000 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-half 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 as described in the Prospectus. The Units will be sold in t
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 22nd, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2021, is made and entered into by and among Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), Seaport Global SPAC 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 22nd, 2021 • Seaport Global Acquisition II Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 17, 2021, by and between Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
12,500,000 Units Seaport Global Acquisition II Corp. UNDERWRITING AGREEMENTSeaport Global Acquisition II Corp. • November 22nd, 2021 • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • November 22nd, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 17, 2021, is by and between Seaport Global Acquisition II Corp., a Delaware corporation (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”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • November 22nd, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 17, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”) and Seaport Global SPAC II, LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER dated as of June 1, 2023 by and among SEAPORT GLOBAL ACQUISITION II CORP., LITHIUM MERGER SUB, INC., and AMERICAN BATTERY MATERIALS, INC.Agreement and Plan of Merger • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of June 1, 2023, is entered into by and among Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), Lithium Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and American Battery Materials, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
November 17, 2021 Seaport Global Acquisition II Corp. 360 Madison Avenue 20th Floor New York, NY 10017Letter Agreement • November 22nd, 2021 • Seaport Global Acquisition 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 Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 12,500,000 of the Company’s units (including up to 1,875,000 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-half 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 as described in the Prospectus. The Units will be sold in t
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTForm of Registration and Shareholder Rights Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), Seaport Global SPAC 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”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Seaport Global Acquisition II Corp., a Delaware corporation (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”).
FORM OF WARRANT AGREEMENTWarrant Agreement • August 31st, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Seaport Global Acquisition II Corp., a Delaware corporation (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”).
Execution VersionSeaport Global Acquisition II Corp. • June 2nd, 2023 • Blank checks
To: Seaport Global Acquisition II Corp., a Delaware limited liability company (“Seaport” or “SGII”) and American Battery Materials, Inc., a Delaware corporation (“Target”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2023, is made and entered into by and among Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), Seaport Global SPAC II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of June 1, 2023, is made by and among (i) Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), (ii) Seaport Global SPAC II, LLC, a Delaware limited liability company (the “Sponsor”), and holder of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and warrants, of Acquiror (the “Acquiror Warrants,” and collectively with the Class A Common Stock, the “Acquiror Shares”) and (iii) American Battery Materials, Inc., a Delaware corporation (the “Company”). Acquiror, the Sponsor and the Company shall be referred to herein from time to time collectively as the “parties”. Capitalized terms used but not otherwise defined herein, including capitalized terms used in any provision incorporated herein pursuant to Section 12 hereof, shall have the meanings ascribed to such terms in the Agreement and Plan of Merger (as defined below).
VOTING AND NON-REDEMPTION AGREEMENTVoting and Non-Redemption Agreement • January 24th, 2023 • Seaport Global Acquisition II Corp. • Blank checks • Delaware
This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of [•], 2023 by and between Seaport Global Acquisition II Corp., a Delaware corporation (“SPAC”), and the undersigned shareholder of SPAC (“Shareholder”), and with respect to Section 7 and 8, Seaport Global SPAC II, LLC, a Delaware limited liability company (the “Sponsor”). SPAC and Shareholder are collectively referred to herein as the “Parties” and individually as a “Party.”
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 14th, 2023 • Seaport Global Acquisition II Corp. • Blank checks
This Amendment No. 1, dated as of July 14, 2023 (this “Amendment No. 1”), to the Agreement and Plan of Merger, dated as of June 1, 2023 (the “Merger Agreement”), by and among Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), Lithium Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and American Battery Materials, Inc., a Delaware corporation (the “Company”, and Acquiror, Merger Sub and the Company are referred to herein individually as a “Party” and collectively as the “Parties”), is made and entered into by and among the Parties. Capitalized terms used but not defined in this Amendment No. 1 shall have the respective meanings ascribed to such terms in the Merger Agreement, which will remain in full force and effect as amended hereby.
VOTING AND NON-REDEMPTION AGREEMENTVoting and Non-Redemption Agreement • February 9th, 2023 • Seaport Global Acquisition II Corp. • Blank checks • Delaware
This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of [•], 2023 by and between Seaport Global Acquisition II Corp., a Delaware corporation (“SPAC”), and the undersigned shareholder of SPAC (“Shareholder”), and with respect to Sections 5, 8, 9 and 10, Seaport Global SPAC II, LLC, a Delaware limited liability company (the “Sponsor”). SPAC and Shareholder are collectively referred to herein as the “Parties” and individually as a “Party.”
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of June 1, 2023, is made by and among (i) Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), (ii) American Battery Materials, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holders (each a “Supporting Company Stockholder” and collectively, the “Supporting Company Stockholders”) of common stock, par value $0.001 per share (“Company Common Stock”), and/or preferred stock, par value $0.001 per share (“Company Preferred Stock”), as applicable (collectively, the “Company Shares”), of the Company. Acquiror, the Company and the Supporting Company Stockholders shall be referred to herein from time to time collectively as the “parties”. Capitalized terms used but not otherwise defined herein, including capitalized terms used in any provision incorporated herein pursuant to Section 10 hereof, shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SEAPORT GLOBAL ACQUISITION II CORP. 360 Madison Avenue, 20th Floor New York, NY 10017Seaport Global Acquisition II Corp. • November 22nd, 2021 • Blank checks • New York
This letter agreement by and between Seaport Global Acquisition II Corp. (the “Company”) and Seaport Global SPAC II, 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 (File No. 333-260623) (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SEAPORT GLOBAL ACQUISITION II CORP.Seaport Global Acquisition II Corp. • November 10th, 2021 • Blank checks • New York
This letter agreement by and between Seaport Global Acquisition II Corp. (the “Company”) and Seaport Global SPAC II, 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 (File No. 333-[•]) (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 21st, 2023 • Seaport Global Acquisition II Corp. • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of August 16, 2023, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Seaport Global Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • October 18th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Seaport Global Acquisition II Corp., a Delaware corporation (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”).
