22,500,000 Units Oaktree Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
Oaktree Acquisition Corp. II, 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 he
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 22nd, 2020 • Oaktree 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 September 16, 2020, is entered into by and between Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENT between OAKTREE ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 21, 2020, is by and between Oaktree 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Oaktree Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company, dated as of September 21, 2020 (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. II Los Angeles, CA 90071 Deutsche Bank Securities Inc. New York, New York 10005 Citigroup Global Markets Inc. New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • 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. II, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities, Inc. and Citigroup Global Markets Inc., 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-fourth 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 • September 22nd, 2020 • Oaktree Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 21, 2020, by Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings II, 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. II Los Angeles, CA 90071 Deutsche Bank Securities Inc. New York, New York 10005 Citigroup Global Markets Inc. New York, New York 10022Letter Agreement • September 22nd, 2020 • Oaktree Acquisition Corp. II • 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. II, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities, Inc. and Citigroup Global Markets Inc., 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-fourth 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.
OAKTREE ACQUISITION CORP. IIOaktree Acquisition Corp. II • September 22nd, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Oaktree Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Oaktree Acquisition Holdings II, L.P. shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 (or any successor location). In exchange therefore, the Company shall pay Oaktree Acquisition Holdings II, L.P. or one of its affiliates a sum of $10,000 per mont
