Oaktree Acquisition Corp. 333 South Grand AvenueOaktree Acquisition Corp. • June 6th, 2019 • Blank checks • New York
This agreement (this “Agreement”) is entered into on April 23, 2019 by and between Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited limited partnership (the “Subscriber” or “you”), and Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 562,500 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 6th, 2019 • Oaktree Acquisition Corp. • 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 [•], 2019, is entered into by and among Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
Oaktree Acquisition Corp. Los Angeles, CA 90071 Deutsche Bank Securities Inc. New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 6th, 2019 • Oaktree Acquisition Corp. • 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 between Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Deutsche Bank Securities, Inc. and Credit Suisse Securities (USA) LLC, 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-third 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.
Oaktree Acquisition Corp. Los Angeles, CA 90071 Deutsche Bank Securities Inc. New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 6th, 2019 • Oaktree Acquisition Corp. • 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 between Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Deutsche Bank Securities, Inc. and Credit Suisse Securities (USA) LLC, 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-third 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.
OAKTREE ACQUISITION CORP.Oaktree Acquisition Corp. • June 6th, 2019 • Blank checks
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • June 6th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
This EXPENSE REIMBURSEMENT AGREEMENT (this “AGREEMENT”) is made as of April 24, 2019 by and between Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), and Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”) (collectively referred to herein as the “Parties”, and each a “Party”).
