THIS WARRANT AGREEMENT (this Agreement), dated as of , 2021, is by and between Elliott Opportunity II Corp., 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, and also referred to herein as the Transfer Agent).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (Ordinary Shares) and one-fourth of a redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 12,500,000 warrants (or up to 14,375,000 warrants if the Over-allotment Option (as defined below) is exercised in full) (the Public Warrants);
WHEREAS, the Company entered into that certain Private Placement Warrants Purchase Agreement with Elliott Opportunity I Sponsor L.P., a Delaware limited partnership (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of 9,333,333 private placement warrants (or up to 10,333,333 private placement warrants if the Over-allotment Option is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), each bearing the legend set forth in Exhibit A hereto (the Private Placement Warrants);
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or the Companys officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 warrants at a price of $1.50 per warrant, which will be identical to the Private Placement Warrants (the Working Capital Warrants, and, together with the Private Placement Warrants and the Public Warrants, the Warrants);
WHEREAS, each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein;
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333- (the Registration Statement) and prospectus (the Prospectus) and an [additional registration statement on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933], as amended (the Securities Act), for the registration, under the Securities Act of the Units, the Public Warrants and the Ordinary Shares included in the Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2.1 Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit B hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a Book-Entry Warrant Certificate).