17,500,000 Units Oaktree Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
Oaktree Acquisition Corp., 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, 17,500,000 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 2,625,000 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 herei
Oaktree Acquisition Corp. 333 South Grand AvenueSecurities Subscription Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • 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:
INDEMNITY AGREEMENTIndemnity Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2019, by and between Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [·] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 28th, 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 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010 Deutsche Bank Securities Inc. New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 28th, 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 Credit Suisse Securities (USA) LLC and Deutsche Bank Securities 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-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.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of July [·], 2019, by Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (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”).
Oaktree Acquisition Corp. Los Angeles, CA 90071 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010 Deutsche Bank Securities Inc. New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 28th, 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 Credit Suisse Securities (USA) LLC and Deutsche Bank Securities 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-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.Office Space and Administrative Services Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • June 28th, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Oaktree Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [·], 2019 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
