0001193125-21-100300 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2021 • Osprey Technology Acquisition Corp. II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Osprey Technology Acquisition Corp. II, a Delaware corporation (the “Company”) and Osprey Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder,” and collectively, the “Holders”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 30th, 2021 • Osprey Technology Acquisition Corp. II • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Osprey Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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32,500,000 Units Osprey Technology Acquisition Corp. II UNDERWRITING AGREEMENT
Underwriting Agreement • March 30th, 2021 • Osprey Technology Acquisition Corp. II • Blank checks • New York
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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • March 30th, 2021 • Osprey Technology Acquisition Corp. II • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Osprey Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Osprey Technology Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).

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FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • March 30th, 2021 • Osprey Technology Acquisition Corp. II • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Osprey Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

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WARRANT AGREEMENT
Warrant Agreement • March 30th, 2021 • Osprey Technology Acquisition Corp. II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of 2021, is by and between Osprey Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

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OSPREY TECHNOLOGY ACQUISITION CORP. II
Osprey Technology Acquisition Corp. II • March 30th, 2021 • Blank checks • Pennsylvania
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LETTER AGREEMENT
Letter Agreement • March 30th, 2021 • Osprey Technology Acquisition Corp. II • Blank checks • New York
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