15,000,000 Units Software Acquisition Group Inc. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2020 • Software Acquisition Group Inc. II • Blank checks • New York
September 14, 2020 Software Acquisition Group Inc. IILetter Agreement • September 17th, 2020 • Software Acquisition Group Inc. II • 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 Software Acquisition Group Inc. II, 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 up to 17,250,000 of the Company’s units (including up to 2,250,000 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. The Units will be sold in the Public Offering pursuan
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 17th, 2020 • Software Acquisition Group Inc. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2020, is made and entered into by and among Software Acquisition Group Inc. II, a Delaware corporation (the “Company”), Software Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor”; together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 17th, 2020 • Software Acquisition Group Inc. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 14, 2020, by and between Software Acquisition Group Inc. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • September 17th, 2020 • Software Acquisition Group Inc. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2020, is by and between Software Acquisition Group Inc. II, 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 • September 17th, 2020 • Software Acquisition Group Inc. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 14, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Software Acquisition Group Inc. II, a Delaware corporation (the “Company”) and Software Acquisition Holdings II LLC, a Delaware limited liability company (the “Purchaser”).
SOFTWARE ACQUISITION GROUP INC. IISoftware Acquisition Group Inc. II • September 17th, 2020 • Blank checks • New York
This letter agreement by and between Software Acquisition Group Inc. II (the “Company”) and Software Acquisition Holdings II LLC (“Software Holdings”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-248214) (the “Registration Statement”) is declared effective (the “Effective Date”) 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”):
