INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of February 4, 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 limited purpose trust company (the “Trustee”).
Altimar Acquisition Corp. II 30,000,000 Units Underwriting AgreementUnderwriting Agreement • February 9th, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 4, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), 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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of February 4, 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”).
WARRANT AGREEMENTWarrant Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of February 4, 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 limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT is made as of February 4, 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 Michael Rubenstein (“Indemnitee”).
Altimar Acquisition Corp. II 33rd Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 9th, 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
ALTIMAR ACQUISITION CORP. IIAltimar Acquisition Corp. II • February 9th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Altimar Acquisition Corp. II, a Cayman Islands exempted company (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”), Altimar Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), shall take steps directly or indirectly to make available to the Company, at 40 West 57th Street, 33rd Floor, New York, New York 10019 (or any successor location), office space and secretarial and administrative services as may be required by the Company from time to time. In exchange therefor, the Company shall pay the Sponsor
