34,500,000 Units One Equity Partners Open Water I Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2021 • One Equity Partners Open Water I Corp. • Blank checks • New York
One Equity Partners Open Water I Corp., a Delaware corporation (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, 30,000,000 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 4,500,000 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 her
One Equity Partners Open Water I Corp.Securities Subscription Agreement • January 14th, 2021 • One Equity Partners Open Water I Corp. • Blank checks • Delaware
We are pleased to accept the offer OEP Open Water I Holdings, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • January 14th, 2021 • One Equity Partners Open Water I Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January [ ], 2021, by and between One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 14th, 2021 • One Equity Partners Open Water I 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 January [ ], 2021, is entered into by and among One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and OEP Open Water I Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between ONE EQUITY PARTNERS OPEN WATER I CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 14th, 2021 • One Equity Partners Open Water I Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January [ ], 2021, is by and between One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • January 14th, 2021 • One Equity Partners Open Water I Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January [ ], 2021, is made and entered into by and among One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), OEP Open Water I Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2021 • One Equity Partners Open Water I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [ ], 2021 by and between One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
One Equity Partners Open Water I Corp. c/o OEP Open Water I Holdings, LLC 510 Madison Avenue, 19th Floor New York, New York 10022Underwriting Agreement • January 14th, 2021 • One Equity Partners Open Water I Corp. • 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 One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public
ONE EQUITY PARTNERS OPEN WATER I CORP. c/o OEP Open Water I Holdings, LLCLetter Agreement • January 14th, 2021 • One Equity Partners Open Water I Corp. • Blank checks • New York
This letter agreement 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 One Equity Partners Open Water I Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
