TRINE II ACQUISITION CORP. New York, NY 10174Trine II Acquisition Corp. • February 18th, 2021 • New York
We are pleased to accept the offer Robin Trine II LLC (the “Subscriber” or “you”) has made to purchase 12,218,750 of Class B ordinary shares (the “Shares”), of a nominal or par value of US$0.0001 per share (the “Class B Ordinary Shares” and, together with all other classes of the Company’s (as defined below) ordinary shares, the “Ordinary Shares”), up to 1,593,750 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding the Shares, are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 5th, 2021 • Trine II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of November 2, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), Robin Trine II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” 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 6.2 of this Agreement, a “Holder” and, collectively, the “Holders”).
WARRANT AGREEMENTWarrant Agreement • October 6th, 2021 • Trine II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of [__], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 5th, 2021 • Trine II Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 2, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Robin Trine II LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • November 5th, 2021 • Trine II Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT is made as of November 2, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jim Moran (“Indemnitee”).
42,500,000 Units TRINE II Acquisition Corp. Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Trine II Acquisition Corp. • Blank checks • New York
Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 42,500,000 units (the “Units”) of the Company (the “Firm Securities”).
Trine II Acquisition Corp. 405 Lexington Avenue 48th Floor New York, New York 10174Letter Agreement • March 22nd, 2021 • Trine II Acquisition Corp. • 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 Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 48,875,000 of the Company’s units (including 6,375,000 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-fourth 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”
New York, New York 10003 To: The Purchaser Identified on the Signature Page Hereto RE: Securities Purchase Agreement Date:Trine II Acquisition Corp. • October 28th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on the date set forth above by and between the purchaser signatory hereto (the “Purchaser”) and Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Purchaser has made to subscribe for and purchase the number of shares (the “Shares”) of Class B ordinary shares, $0.0001 par value per share, of the Company (the “Class B Shares”), and the number of private placement warrants to purchase Class A Shares (as defined below) (the “Private Placement Warrants, and together with the Shares, the Securities”), each as specified on the signature page to this Agreement, all of which are subject to forfeiture by the Purchaser pursuant to Section 3 if the Purchaser’s indication of interest in the initial public offering (the “IPO”) of units (the “Units”) of the Company, which shall not in the aggregate, when taken together with the Units purchased by any Att
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 22nd, 2021 • Trine II Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(xi) of the Investment Management Trust Agreement, dated as of [__], 2021 (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”), by and between Trine II Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), the Company hereby requests that you deliver to the Company $[ ] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
TRINE II ACQUISITION CORP. 405 Lexington Avenue, 48th Floor New York, NY 10174Trine II Acquisition Corp. • November 5th, 2021 • Blank checks • New York
This letter agreement by and between Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Acanthis Management, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No. 333-253232) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
36,000,000 Units TRINE II Acquisition Corp. Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENTTrine II Acquisition Corp. • November 5th, 2021 • Blank checks • New York
Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 36,000,000 units (the “Units”) of the Company (the “Firm Securities”).
Trine II Acquisition Corp. 228 Park Avenue S. Ste 63482 New York, New York 10003Letter Agreement • November 5th, 2021 • Trine II Acquisition Corp. • 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 Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 41,400,000 of the Company’s units (including 5,400,000 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-half 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”)
New York, New York 10003 To: The Subscriber Identified on the Signature Page Hereto RE: Securities Purchase Agreement Date:Trine II Acquisition Corp. • October 28th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on the date set forth above by and between the Subscriber signatory hereto (the “Subscriber”) and Trine II Acquisition Corp., 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 the number of shares (the “Securities”) of Class B ordinary shares, $0.0001 par value per share, of the Company (the “Class B Shares”), specified on the signature page to this Agreement, all of which are subject to forfeiture by the Subscriber pursuant to Section 3 if the Subscriber’s indication of interest in the initial public offering (the “IPO”) of units (the “Units”) of the Company, which shall not in the aggregate, when taken together with the Units purchased by any Attribution Party (as defined herein) of the Subscriber, exceed 9.9% of the Units sold in the IPO (for the avoidance of doubt, without regard for any Units sold as part of the exercise of
WARRANT AGREEMENTWarrant Agreement • November 5th, 2021 • Trine II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of November 2, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • November 5th, 2021 • Trine II Acquisition Corp. • Blank checks • New York
