REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_], 2019, is made and entered into by and among Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), Act II Global LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_], 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Act II Global LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2019, by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2019 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Act II Global Acquisition Corp. c/o Ellenoff Grossman & Schole LLP New York, NY 10105 Re: Initial Public Offering Gentlemen:Underwriting Agreement • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), J.P. Morgan Securities LLC and Cantor Fitzgerald & Co. as representatives (the Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 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 “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public
WARRANT AGREEMENTWarrant Agreement • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2019, is by and between Act II Global Acquisition Corp., 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”).
ACT II GLOBAL ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLPAdministrative Services Agreement • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
This letter agreement by and between Act II Global Acquisition Corp. (the “Company”) and Act II Global LLC, 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 NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
