INDEMNITY AGREEMENTIndemnity Agreement • September 29th, 2020 • Horizon Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2020 • Horizon Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
50,000,000 Units Horizon Acquisition Corporation II UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2020 • Horizon Acquisition Corp II • Blank checks • New York
EAC Holdings Inc. Greenwich, CT 06830 August 7, 2020 EACS, LLC Greenwich, CT 06830 RE: Securities Subscription Agreement Gentlemen:Horizon Acquisition Corp II • September 29th, 2020 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on August 7, 2020 by and between EACS, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and EAC Holdings Inc., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 14,375,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,875,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 29th, 2020 • Horizon Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Horizon II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsor and, a “Holder” and collectively the “Holders”).
Horizon Acquisition Corporation II 600 Steamboat Road, Suite 200 Greenwich, CT 06830Letter Agreement • September 29th, 2020 • Horizon 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 Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising 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 sold in the Public Offering pur
WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • September 29th, 2020 • Horizon Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 29th, 2020 • Horizon Acquisition Corp II • 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 [●], 2020, is entered into by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Horizon II Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
HORIZON ACQUISITION CORPORATION II 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Horizon II Sponsor, LLC 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Re: Administrative Support Agreement Ladies and Gentlemen:Horizon Acquisition Corp II • September 29th, 2020 • Blank checks • New York
This letter agreement by and between Horizon Acquisition Corporation II (the “Company”) and Horizon II Sponsor, LLC (“Sponsor”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed by the Company 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
