GSR II METEORA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
The undersigned, GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”) and with the 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 the Representative is listed on Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
FORM OF WARRANT AGREEMENT GSR II METEORA ACQUISITION CORP. And CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 24, 2022Warrant Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 24, 2022, is by and GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 2022, is made and entered into by and among GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), GSR II Meteora Sponsor 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 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • 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 February 24, 2022, is entered into by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 24, 2022 by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Oppenheimer & Co. Inc. New York, NY 10004 Phone 212-668-8000 Transacts Business on All Principal ExchangesGSR II Meteora Acquisition Corp. • March 2nd, 2022 • Blank checks • New York
This is to confirm our agreement whereby GSR II Acquisition Corp., a Delaware corporation (“Company”), has requested Oppenheimer & Co. Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-261965) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
GSR II Meteora Acquisition Corp. Boca Raton, Florida 33432 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”) and Oppenheimer & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 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”), one redeemable warrant and one-sixteenth of one right. Each 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. Each whole right (the “Rights”) entitles the holder thereof to one share of Class A common stock upon the consummation of the Company’s initial busin
FORM OF RIGHTS AGREEMENTForm of Rights Agreement • March 2nd, 2022 • GSR II Meteora Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 24, 2022, by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
