Exhibit 10.5


 


November 18, 2020


 


Horizon Acquisition Corporation II

600 Steamboat Road, Suite 200

Greenwich, CT 06830


 


		Re:	Director Appointment



 


Ladies and Gentlemen:


 


This letter (the “Letter
Agreement”) is being delivered to you in connection with your appointment to the board of directors of Horizon Acquisition
Corporation II, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s 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
pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the
U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph
1 hereof.


 


For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Insider”) hereby
agrees with the Company as follows:


 


1.                  Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities; (ii) “Founder
Shares” shall mean the 14,375,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding
prior to the consummation of the Public Offering; (iii) “Private Placement Warrants” shall mean the warrants to
purchase Ordinary Shares of the Company that will be acquired by the Horizon II Sponsor LLC (“Sponsor”) for an
aggregate purchase price of up to $12,000,000 (or up to $13,500,000 if the Underwriters’ exercise their option to
purchase additional units), or $1.50 per Warrant, in a private placement that shall close simultaneously with the
consummation of the Public Offering (including Ordinary Shares issuable upon conversion thereof); (iv) “Public
Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v)
 “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi)
 “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and
the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer
to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or
agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b)
entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); (viii)
 “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same
may be amended from time to time; and (ix) “Underwriting Agreement” shall mean that certain Underwriting
Agreement entered into by and among the Company, Deutsche Bank Securities Inc., as representative (the
 “Representative”) of the several underwriters (the “Underwriters”) in connection with the Public
Offering.


 






     


     


    

 


2.                 
Representations and Warranties.


 


(a)              
Insider represents and warrants to the Company that she has the full right and power, without violating any agreement
to which she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former
employer), to enter into this Letter Agreement, as applicable, and to serve as a director on the Company’s Board of Directors
(the “Board”), and the Insider hereby consents to being named in the public filings of the Company as director of the
Company.


 


(b)              
The Insider represents and warrants that the Insider’s questionnaire furnished to the Company is true and accurate
in all material respects. The Insider represents and warrants that such Insider is not subject to, or a respondent in any legal
action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime (i)
involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has
never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.


 


3.                 
Business Combination Vote. The Insider agrees that if the Company seeks shareholder approval of a proposed
initial Business Combination, then in connection with such proposed initial Business Combination, she shall vote all Founder Shares
and any Public Shares held by her in favor of such proposed initial Business Combination (including any proposals recommended by
the Board in connection with such Business Combination) and not redeem any Public Shares held by her in connection with such shareholder
approval.


 


4.                 
Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a)               The
Insider hereby agrees that in the event that the Company fails to consummate its initial Business Combination within the time
period set forth in the Charter, the Insider shall take all reasonable steps to cause the Company to (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than 10 business days thereafter,
redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously release to the Company to
pay income taxes (which interest shall be net of taxed payable and less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of
applicable law. The Insider agrees not to propose any amendment to the Charter (i) that would modify the substance or timing
of the Company’s obligation to allow redemptions in connection with the Company’s initial Business Combination or
to redeem 100% of the Public Shares if it does not complete an initial Business Combination within the time period required
by the Charter, or (ii) with respect to any other provision relating to the rights of Public Shareholders or pre-initial
Business Combination activity unless the Company provides its Public Shareholders with the opportunity to redeem their Public
Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay taxes (which interest shall be net of taxes payable), if any, divided by the number of then-outstanding
Public Shares.


 






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(b)              
The Insider acknowledges that she has no right, title, interest or claim of any kind in or to any monies held in
the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares
held by her, if any. The Insider hereby further waives, with respect to any Founder Shares and Public Shares held by her, any redemption
rights she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a shareholder vote to approve such Business Combination or a shareholder vote to approve an amendment
to the Charter (i) that would modify the substance or timing of the Company’s obligation to allow redemptions in connection
with the Company’s initial Business Combination or to redeem 100% of the Public Shares if it does not complete an initial
Business Combination within the time period required by the Charter, or (ii) with respect to any other provision relating to the
rights of Public Shareholders or pre-initial Business Combination activity (although the Insider shall be entitled to liquidation
rights with respect to any Public Shares she holds if the Company fails to consummate a Business Combination within the required
time period set forth in the Charter).


 


5.                 
Lock-up; Transfer Restrictions.


 


(a)              
The Insider agrees that she shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until
the earliest of (A) one year after the completion of an initial Business Combination, and (B) the date following the completion
of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction
that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business
Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall
be released from the Founder Shares Lock-up.


 


(b)              
 The Insider agrees that she shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying
such warrants until 30 days after the completion of an initial Business Combination.


 


(c)              
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors,
any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member
of the Sponsor or any of their affiliates; (b) in the case of an individual, as a gift to a member of one of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of
such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon
death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation
of a Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased;
(f) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor;
(g) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of,
subsequent to the completion of an initial Business Combination, the Company’s completion of a liquidation, merger, share
exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these
permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.


 






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(d)              
During the period commencing on October 19, 2020 and ending 180 days after such date, the Insider shall not, without
the prior written consent of Deutsche Bank Securities Inc., Transfer any Units, Ordinary Shares, Warrants or any other securities
convertible into, or exercisable or exchangeable for, Ordinary Shares held by her, subject to certain exceptions enumerated in
Section 6(h) of the Underwriting Agreement.


 


6.                 
Remedies. The Insider hereby agrees and acknowledges that (i) each of the Underwriters and the Company would
be irreparably injured in the event of a breach by the Insider of her obligations, as applicable under paragraphs 3, 4, 5 and 7;
(ii) monetary damages may not be an adequate remedy for such breach; and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7.                 
Payments by the Company. Except as disclosed in the Prospectus, no director nor any affiliate of the director
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan
or other compensation prior to, or in connection with, any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is).


 


8.                  Director
and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and
officers’ liability insurance, and the Insider shall be covered by such policy or policies, in accordance with its or
their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


9.                 
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares
Lock-up Period and (ii) the liquidation of the Company.


 


10.             
[Reserved].


 


11.             
[Reserved].


 


12.             
Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties
hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among
the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by all parties hereto.


 


13.             
Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall
be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter
Agreement shall be binding on the Insider and each of her successors, heirs, personal representatives and assigns and permitted
transferees.


 






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14.             
Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts, and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


15.             
Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter
Agreement and shall not affect the interpretation thereof.


 


16.             
Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any
term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be
possible and be valid and enforceable.


 


17.             
Governing Law. This Letter Agreement shall be governed by, and construed and enforced, in accordance with
the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising
out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State
of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive
any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


18.             
 Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of
this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or facsimile transmission.


 


[Signature Page Follows]


 






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	 	 	Sincerely,
	 	 	 
	 	 	/s/ Cindy Holland
	 	 	Cindy Holland



 


[Signature Page to Letter Agreement]


 






     


     


    

 


	Acknowledged and Agreed:	 
	 	 	 
	HORIZON ACQUISITION CORPORATION II	                            
	 	 	 
	By:        	/s/ Todd Boehly	 
	Name:	Todd Boehly	 
	Title:	Chief Executive Officer and Chief Financial Officer	 



 


[Signature Page to Letter Agreement]