INDEMNITY AGREEMENTIndemnity Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
25,000,000 Units Cerberus Telecom Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • December 27th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York
Cerberus Telecom Acquisition Corp. II New York, New York 10022Cerberus Telecom Acquisition Corp. II • March 15th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on February 10, 2021 by and between Cerberus Telecom Acquisition II Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Cerberus Telecom 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 14,375,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,875,000 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:
WARRANT AGREEMENTWarrant Agreement • December 27th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York
This agreement (“Agreement”) is made as of , 2021 between Cerberus Telecom 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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Cerberus Telecom Acquisition II Holdings, LLC, a Delaware limited liability company (the “Sponsor”) (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”).
Cerberus Telecom Acquisition Corp. II New York, New York 10022Letter Agreement • December 27th, 2021 • Cerberus Telecom 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 Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Deutsche Bank Securities Inc. and PJT Partners LP, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 of the Company’s units (and up to an additional 3,750,000 units that may be purchased pursuant to the Underwriters’ 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-third 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 so
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of , 2021, is entered into by and between Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cerberus Telecom Acquisition II Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
MASTER SERVICES AGREEMENTMaster Services Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York
THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of October , 2020, with an effective date as of , 2021 (the “Effective Date”), by and between Cerberus Technology Solutions, LLC a Delaware limited liability company with offices at 875 Third Avenue, 3rd Floor, New York, NY 10022 (“CTS”), and Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company, with offices at 875 Third Avenue, New York, NY 10022 (“Client”). For purposes of this Agreement, CTS and Client each may be referred to individually as a “Party,” and together as the “Parties”.
MASTER CONSULTING AND ADVISORY SERVICES AGREEMENTMaster Consulting and Advisory Services Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York
THIS MASTER CONSULTING AND ADVISORY SERVICES AGREEMENT (this “Agreement”) is made and entered into with an effective date as of , 2021 (the “Effective Date”), by and between Cerberus Operations and Advisory Company, LLC, a Delaware limited liability company with offices at 875 Third Avenue, New York, NY 10022 (“COAC”), and Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company, with offices at 875 Third Avenue, New York, NY 10022 (“Client”). For purposes of this Agreement, COAC and Client each may be referred to individually as a “Party,” and together as the “Parties”.
CERBERUS TELECOM ACQUISITION CORP. IICerberus Telecom Acquisition Corp. II • November 24th, 2021 • Blank checks
