REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2021 • Elliott Opportunity II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Elliott Opportunity II Corp., a Cayman Islands exempted company (the “Company”), Elliott Opportunity II Sponsor L.P., a Delaware limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
50,000,000 Units Elliott Opportunity II Corp. (formerly known as Wood Hill Opportunity Corp.) UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2021 • Elliott Opportunity II Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • March 23rd, 2021 • Elliott Opportunity II Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between ELLIOTT OPPORTUNITY II CORP., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 23rd, 2021 • Elliott Opportunity II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Elliott Opportunity II Corp., a Cayman Islands exempted company (the “Company”), and Elliott Opportunity II Sponsor L.P., a Delaware limited partnership (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 23rd, 2021 • Elliott Opportunity II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Elliott Opportunity II 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,” and also referred to herein as the “Transfer Agent”).
Elliott Opportunity II Corp. Phillips Point, East Tower West Palm Beach, FL 33401Underwriting Agreement • March 23rd, 2021 • Elliott Opportunity II Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Elliott Opportunity II Corp., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 p
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 23rd, 2021 • Elliott Opportunity II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Elliott Opportunity II Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ELLIOTT OPPORTUNITY II SPONSOR L.P. c/o Elliott Investment Management L.P. Phillips Point, East Tower, 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401Administrative Services Agreement • March 23rd, 2021 • Elliott Opportunity II Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Elliott Opportunity II Corp. (the “Company”) and Elliott Opportunity II Sponsor L.P. (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
