Altimar Acquisition Corp. II 30,000,000 Units Underwriting AgreementUnderwriting Agreement • January 20th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units” and, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof, hereinafter called the “Units”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 20th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 2021, is entered into by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Altimar Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 20th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Altimar Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature pages 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 20th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • January 20th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Altimar Acquisition Corp. II, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 20th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ALTIMAR ACQUISITION CORP. IIAltimar Acquisition Corp. II • January 20th, 2021 • Blank checks
Altimar Acquisition Corp. II 33rd Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 20th, 2021 • Altimar Acquisition Corp. II • 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 Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC and J.P. Morgan Securities 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 comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth 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. The Units will be sold in the Public Off
