22,500,000 Units Oaktree Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 22,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used he
Oaktree Acquisition Corp. II 28th Floor Los Angeles, CA 90071Securities Subscription Agreement • August 31st, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
This agreement (this “Agreement”) is entered into on August 7, 2020 by and between Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,468,750 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 843,750 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 31st, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 16, 2020, is entered into by and between Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENT between OAKTREE ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 21, 2020, is by and between Oaktree Acquisition Corp. II, a Cayman Islands exempted company (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 WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 31st, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2020, is entered into by and between Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Oaktree Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company, dated as of September 21, 2020 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Oaktree Acquisition Corp. II Los Angeles, CA 90071 Deutsche Bank Securities Inc. New York, New York 10005 Citigroup Global Markets Inc. New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities, Inc. and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 21, 2020, by Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (the “Sponsor” and, together with 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”).
Oaktree Acquisition Corp. II Los Angeles, CA 90071 Deutsche Bank Securities Inc. New York, New York 10005 Citigroup Global Markets Inc. New York, New York 10022Underwriting Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities, Inc. and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 7th, 2021 • Oaktree Acquisition Corp. II • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”), Alvotech Lux Holdings S.A.S, a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 9, rue de Bitbourg, L-1273, Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register under number B258884 (“TopCo”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • August 31st, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
This EXPENSE REIMBURSEMENT AGREEMENT (this “AGREEMENT”) is made as of August 7, 2020 by and between Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), and Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) (collectively referred to herein as the “Parties”, and each a “Party”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 7th, 2022 • Oaktree Acquisition Corp. II • Blank checks
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of June 7, 2022 by and between Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B229193 (the “Company”), and Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“Parent”) and amends that certain Business Combination Agreement (as amended by that certain First Amendment to Business Combination Agreement, dated as of April 14, 2022, the “Agreement”), dated as of December 7, 2021, by and among TopCo, the Company and Parent. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Agreement.
BUSINESS COMBINATION AGREEMENT BY AND AMONG ALVOTECH LUX HOLDINGS S.A.S., ALVOTECH HOLDINGS S.A., AND OAKTREE ACQUISITION CORP. II DATED AS OF DECEMBER 7, 2021Business Combination Agreement • December 7th, 2021 • Oaktree Acquisition Corp. II • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 7, 2021, is made by and among Alvotech Lux Holdings S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) (the “RCS”) under number B258884 (“TopCo”), Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B229193 (the “Company”), and Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), TopCo, the Company, and Parent shall be referred to herein from time to t
OAKTREE ACQUISITION CORP. IIOffice Space and Administrative Services Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Oaktree Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Oaktree Acquisition Holdings II, L.P. shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 (or any successor location). In exchange therefore, the Company shall pay Oaktree Acquisition Holdings II, L.P. or one of its affiliates a sum of $10,000 per mont
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 22nd, 2022 • Oaktree Acquisition Corp. II • Blank checks
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of April 14, 2022 by and between Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B229193 (the “Company”), and Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“Parent”) and amends that certain Business Combination Agreement (the “Agreement”), dated as of December 7, 2021, by and among TopCo, the Company and Parent. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Agreement.
SUPPORT AGREEMENTSupport Agreement • December 7th, 2021 • Oaktree Acquisition Corp. II • Blank checks • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by and between Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), Alvotech Lux Holdings S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B258884 (“TopCo”), Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B229193 (the “Company”) and the undersigned [indirect]1 shareholder (the “Company Shareholder”). Capitalized terms used and not defined herein shall have th
OAKTREE ACQUISITION CORP. IIOffice Space and Administrative Services Agreement • August 31st, 2020 • Oaktree Acquisition Corp. II • Blank checks
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 7th, 2021 • Oaktree Acquisition Corp. II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of December 7, 2021, is made by and among Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), and Alvotech Lux Holdings S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) under number B258884 (“TopCo”). Sponsor, Parent and TopCo shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
