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”).
Oaktree Acquisition Corp. II 28th Floor Los Angeles, CA 90071Oaktree Acquisition Corp. II • August 31st, 2020 • 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:
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 • August 31st, 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 [•], 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:Letter Agreement • August 31st, 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 • August 31st, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 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 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 31st, 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.
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”).
OAKTREE ACQUISITION CORP. IIOaktree Acquisition Corp. II • August 31st, 2020 • Blank checks
