Exhibit
10.3


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of        , 2021 (as it may from time to time be amended and including
all exhibits referenced herein, this “Agreement”), is entered into by and among G Squared Ascend II Inc., a
Cayman Islands exempted company (the “Company”) and G Squared Ascend Management II, LLC, a Cayman Islands limited
liability company (the “Purchaser”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (each, a “Share”),
and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of
$11.50 per Share. The Purchaser has agreed to purchase up to an aggregate of  4,966,667 warrants (or up to  5,341,667 warrants in
the aggregate to the extent the over-allotment option in connection with the Public Offering is exercised in full) (the “Private
Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price
of $11.50 per Share.


 


WHEREAS,
the number of Private Placement Warrants to be purchased by the Purchaser is correlated to the amount of underwriting discounts
or commissions payable by the Company to the underwriters upon completion of the Public Offering.


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound,
agree as follows:


 


AGREEMENT


 


Section
1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchaser, including the issuance of Shares underlying the Private Placement Warrants.


 


B.  Purchase
and Sale of the Private Placement Warrants.


 


(i)
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, up to an aggregate of  5,341,667 Private Placement Warrants at a price of $1.50 per warrant for
an aggregate purchase price of up to $8,012,500 (the “Purchase Price”), which shall be paid by wire transfer
of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one business
day prior to the date of effectiveness of the registration statement on Form S-1 (File No.          )
filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates
evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name
to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment
option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and
the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any)
and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 416,667 additional Private
Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per
warrant for an aggregate purchase price of up to $625,000 (if the over-allotment option in connection with the Public Offering
is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately
available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date,
upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available
funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants
purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery
in book-entry form. 





     


     


    

C.
  Terms of the Private Placement Warrants.


 


(i) 
The Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a
warrant agent, in connection with the Public Offering (a “Warrant Agreement”).


 


(ii)
At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights
to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


   


Section
2. Representations and Warranties of the Company.


 


As
a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby
represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A. Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B.  Authorization;
No Breach.


 


(i)
The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved
by the Company as of each Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws
of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered
in a proceeding in equity or law). Upon issuance. Upon each issuance of Private Placement Warrants in accordance with, and payment
pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms.


 


(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance
with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or
result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any
lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation
of, or (e) require any authorization, consent, approval, exemption, action, notice, declaration or filing, in each case, by or
to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of
Association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering),
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree
to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws. 


 


C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and
upon registration in the Company’s register of members, the Private Placement Warrants will be duly and validly issued and
the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable.
On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants
shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, and upon registration in the Company’s register of members, each Purchaser will have good title to the Private
Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the
actions of either Purchaser. 





     


     


    

D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


E. Regulation
D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or
beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant
to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


 


Section
3. Representations and Warranties of the Purchaser.


 


As
a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser,
the Purchaser hereby, severally and not jointly, represents and warrants to the Company (which representations and warranties
shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B.  Authorization;
No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge
or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior
to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is
subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required
after the date hereof under federal or state securities laws.


 


C.  Investment
Representations.


 


(i)
   The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the
Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account,
for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)
  The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D of the Securities
Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
Securities Act.


 


(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. 





     


     


    

(iv)
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within
the meaning of Rule 502(c) under the Securities Act.


 


(v)
  The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been
afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that
its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it
has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder
Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser
understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both
before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be
available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities
can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the
Securities Act.


 


(viii)
The Purchaser has knowledge and experience in financial and business matters, understands the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


Section
4. Conditions of the Purchaser’s Obligations.


 


The
obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before
each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and
as of such Closing Date as though then made.


 


B.  Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement. 





     


     


    

D. Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
Rights Agreement, each on terms satisfactory to the Purchaser.


 


E.  Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


Section
5. Conditions of the Company’s Obligations.


 


The
obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date,
of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


B.  Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.  Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


E.
  Warrant Agreement. The Company shall have entered into the Warrant Agreement.


 


Section
6. Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto
whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this
Agreement without the prior written consent of the other party hereto, other than assignments by the Purchaser to its affiliates
(including, without limitation, one or more of its members).


 


B.  Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and
effect as if such facsimile or “.pdf” signature page were an original thereof.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation. 





     


     


    

E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the laws of another jurisdiction.


 


F.  Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto. 


 


[Signature
Page Follows]




     


     


    

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	G
    Squared Ascend II Inc., a Cayman Islands exempted company
	 	 
	 	By:	/s/
    Ward Davis
	 	 	Name:	Ward Davis
	 	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	G
    Squared Ascend Management II, LLC, a Cayman Islands limited liability company
	 	 
	 	By:	/s/
    Ward Davis
	 	 	Name:	Ward Davis
	 	 	Title:	Manager


 


[Signature
Page to Private Placement Warrants Purchase Agreement]