REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 25, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 25, 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”).
Act II Global Acquisition Corp. c/o Ellenoff Grossman & Schole LLP New York, NY 10105 Re: Initial Public Offering Gentlemen:Underwriting Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
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”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,015,000 of the Company’s units (including up to 3,915,000 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 Offering pursuant to registra
WARRANT AGREEMENTWarrant Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 25, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 25, 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”).
ACT II GLOBAL ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLPAdministrative Services Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
This letter agreement by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (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”):
Act II Global Acquisition Corp. 26,100,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 26,100,000 Units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,915,000 additional units, if any (the “Option Units”, the Option Units that the Underwriters elect to purchase pursuant to Section 2(b) hereof, together with the Firm Units, being hereinafter called the “Units”).
