UNDERWRITING AGREEMENT between CARTESIAN GROWTH CORPORATION II and CANTOR FITZGERALD & CO. Dated: [●], 2022Underwriting Agreement • January 14th, 2022 • Cartesian Growth Corp II • Blank checks • New York
The undersigned, Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” 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 Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
WARRANT AGREEMENTWarrant Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of May 5, 2022, is by and between Cartesian Growth Corporation II, a Cayman Islands exempted company, with offices at 505 Fifth Avenue, 15th Floor, New York, New York (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004 (the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into on May 5, 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 5, 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with 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”).
UNDERWRITING AGREEMENT between CARTESIAN GROWTH CORPORATION II and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: May 5, 2022Underwriting Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks • New York
The undersigned, Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” 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 Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2022 • Cartesian Growth Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2022 by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LETTER AGREEMENT May 5, 2022Letter Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value per share (the “Ordinary Shares”), and one-third of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of May 5, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and CGC II Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 5th day of May, 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).
LETTER AGREEMENT May 5, 2022Letter Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value per share (the “Ordinary Shares”), and one-third of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms
Cartesian Growth Corporation II PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman IslandsCartesian Growth Corp II • December 23rd, 2021 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 5,650,000 Class B ordinary shares (the “Founder Shares”) of par value $0.0001 per share, up to 750,000 of which Founder Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the initial public offering (“IPO”) of Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B ordinary shares of the Company, including the Founder Shares, and the Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (the “Articles”), the Founder Shares will automatically convert into Class A Ordinary Shares, upon the terms and conditions set f
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 28th, 2022 • Cartesian Growth Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●] 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with 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”).
ADMINISTRATIVE SERVICES AGREEMENT May 5, 2022Administrative Services Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks • New York
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 28th, 2022 • Cartesian Growth Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2022 by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 11th, 2022 • Cartesian Growth Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of May 5, 2022 by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
