0001193125-21-340443 Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks
WARRANT AGREEMENT
Warrant Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York

This agreement (“Agreement”) is made as of , 2021 between Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company (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”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Cerberus Telecom Acquisition II Holdings, LLC, a Delaware limited liability company (the “Sponsor”) (together with 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”).

Cerberus Telecom Acquisition Corp. II New York, New York 10022
Underwriting Agreement • November 24th, 2021 • Cerberus Telecom 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 Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Deutsche Bank Securities Inc. and PJT Partners LP, 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 (and up to an additional 3,750,000 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-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. The Units will be so

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of , 2021, is entered into by and between Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cerberus Telecom Acquisition II Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

MASTER SERVICES AGREEMENT
Master Services Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York

THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of October , 2020, with an effective date as of , 2021 (the “Effective Date”), by and between Cerberus Technology Solutions, LLC a Delaware limited liability company with offices at 875 Third Avenue, 3rd Floor, New York, NY 10022 (“CTS”), and Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company, with offices at 875 Third Avenue, New York, NY 10022 (“Client”). For purposes of this Agreement, CTS and Client each may be referred to individually as a “Party,” and together as the “Parties”.

MASTER CONSULTING AND ADVISORY SERVICES AGREEMENT
Master Consulting and Advisory Services Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks • New York

THIS MASTER CONSULTING AND ADVISORY SERVICES AGREEMENT (this “Agreement”) is made and entered into with an effective date as of , 2021 (the “Effective Date”), by and between Cerberus Operations and Advisory Company, LLC, a Delaware limited liability company with offices at 875 Third Avenue, New York, NY 10022 (“COAC”), and Cerberus Telecom Acquisition Corp. II, a Cayman Islands exempted company, with offices at 875 Third Avenue, New York, NY 10022 (“Client”). For purposes of this Agreement, COAC and Client each may be referred to individually as a “Party,” and together as the “Parties”.

CERBERUS TELECOM ACQUISITION CORP. II
Office Space and Administrative Services Agreement • November 24th, 2021 • Cerberus Telecom Acquisition Corp. II • Blank checks
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