22,500, 000 Units Oaktree Acquisition Corp. III UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2021 • Oaktree Acquisition Corp. III • Blank checks • New York
Oaktree Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 22,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used h
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 22nd, 2021 • Oaktree Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS 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 Oaktree Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings III, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENT between OAKTREE ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 22nd, 2021 • Oaktree Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Oaktree Acquisition Corp. III, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2021 • Oaktree Acquisition Corp. III • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Oaktree Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [●], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Oaktree Acquisition Corp. III Los Angeles, CA 90071 Deutsche Bank Securities Inc. New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Morgan Stanley & Co. LLC New York, New York 10036 Re:...Letter Agreement • December 22nd, 2021 • Oaktree Acquisition Corp. III • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Oaktree Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 22nd, 2021 • Oaktree Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by Oaktree Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings III, L.P., a Cayman Islands exempted limited partnership (the “Sponsor” and, 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”).
Oaktree Acquisition Corp. III Los Angeles, CA 90071 Deutsche Bank Securities Inc. New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Morgan Stanley & Co. LLC New York, New York 10036Letter Agreement • December 22nd, 2021 • Oaktree Acquisition Corp. III • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Oaktree Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • December 22nd, 2021 • Oaktree Acquisition Corp. III • Blank checks • New York
This AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”) is made as of December 23, 2021 by and between Oaktree Acquisition Holdings III, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), and Oaktree Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) (collectively referred to herein as the “Parties”, and each a “Party”).
