UNDERWRITING AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: January 13, 2022Underwriting Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
The undersigned, Atlantic Coastal Acquisition Corp. II, a Delaware corporation (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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 13, 2022, by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2022, is made and entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), Atlantic Coastal Acquisition Management 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 6.02 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of January 13, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE WARRANT AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 13, 2022Private Warrant Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 13, 2022, is by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PUBLIC WARRANT AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 13, 2022Public Warrant Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 13, 2022, is by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Atlantic Coastal Acquisition Corp. II New York, New York 10013 Cantor Fitzgerald & Co. New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. 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 Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 26,100,000 of the Company’s units (including up to 3,915,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Series 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 pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”), filed by the Com
ContractExpense Advancement Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of January 13, 2022, is made and entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”).
