THIS WARRANT AGREEMENT (this Agreement), dated as of _______, 2021, is by and between N2 Acquisition Holdings Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the Warrant Agent and, in its capacity as transfer agent, referred to herein as the Transfer Agent).
WHEREAS, on _______, 2021, the Company entered into that certain Private Placement Warrant Purchase Agreement with N2 Acquisition Founder LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor agreed to purchase 8,000,000 warrants (or 8,900,000 warrants if the Over-allotment Option (as defined below) in connection with the Companys Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants), at a purchase price of $1.50 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock (as defined below) at a price of $11.50 per share, subject to adjustment as described herein;
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), and one-fourth of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver 11,250,000 warrants (or up to 12,937,500 warrants if the Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering (the Public Warrants and, together with the Private Placement Warrants, the Warrants). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.50 per warrant at the option of the lender;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-254119 (the Registration Statement) and a prospectus (the Prospectus), for the registration under the Securities Act of 1933, as amended (the Securities Act), of the Units and the Public Warrants and the Common Stock included in the Units;