INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September [•], 2020 by and between ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ACON S2 Acquisition Corp. Washington, D.C. 20036 July 27, 2020Securities Subscription Agreement • September 9th, 2020 • ACON S2 Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on July 27, 2020 by and between ACON S2 Management, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ACON S2 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 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 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 • September 9th, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [●], 2020, by and between ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 9th, 2020 • ACON S2 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 September [●], 2020, is entered into by and between ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ACON S2 Sponsor, L.L.C., a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 9th, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September [●], 2020, is made and entered into by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), ACON S2 Sponsor, L.L.C., 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”).
WARRANT AGREEMENT ACON S2 ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September [●], 2020Warrant Agreement • September 9th, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September [●], 2020, is by and between ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
ACON S2 Acquisition Corp. Washington, DC 20036Underwriting Agreement • September 9th, 2020 • ACON S2 Acquisition 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 ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, 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 (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising 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.
ACON S2 ACQUISITION CORP.Office Space and Administrative Services Agreement • September 9th, 2020 • ACON S2 Acquisition Corp. • Blank checks
This letter 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 ACON S2 Acquisition 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”), ACON S2 Sponsor, L.L.C. (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1133 Connecticut Avenue NW, Ste 700, Washington, DC, 20036 (or any successor location). In exchange therefore, the Company shall pay ACON S2 Sponsor, L.L.C. a sum of $10,000 per month on the Effective Date and continuing
