EX-10.5





 Exhibit 10.5 

June 28, 2021 
 Elliott Opportunity II Corp.

 Phillips Point, East Tower 
 777 S. Flagler Drive, Suite 1000

 West Palm Beach, FL 33401 
  

	Re:	 Initial Public Offering 



Ladies and Gentlemen: 
 This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Elliott Opportunity II Corp., a Cayman Islands exempted company (the
“Company”), Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (each, an
“Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 60,950,000
of the Company’s units (including up to 7,950,000 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 “Class A Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to registration
statements on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 12 hereof. 
 In order
to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Elliott
Opportunity II Sponsor L.P., a Delaware limited partnership (the “Sponsor”) and the undersigned individuals, each of whom is, or will be, a member of the Company’s board of directors and/or management team (each of the
undersigned individuals, an “Insider” and collectively, the “Insiders”), each hereby agrees with the Company as follows: 
  

	 	1.	 The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business
Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her in favor of any proposed Business Combination (including any proposals
recommended by the Company’s board of directors in connection with such Business Combination) and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate
a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or her in connection therewith. 



 

	 	2.	 The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business
Combination within 24 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as it may be
amended from time to time, the “Charter”), the Sponsor and each 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 ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account (less taxes payable and up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ (as defined




  
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below) rights as shareholders (including the right to receive further liquidating 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 Company’s board of directors, dissolve and liquidate, 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 Sponsor and each Insider agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set forth in the
Charter or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the
opportunity to redeem their Offering 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 its taxes, divided by the number of then outstanding Offering Shares. 


The Sponsor and each Insider acknowledges that it, he or 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 it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by
it, him or her, if any, any redemption rights it, he or she may have in connection with (a) 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 (b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business
Combination or to redeem 100% of the Offering Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (B) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates shall
be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter). 

 

	 	3.	 The Sponsor and each Insider acknowledge and agree that prior to entering into a definitive agreement for a
Business Combination with a target business that is affiliated with the Sponsor, any of the Company’s founders, the Insiders or any other directors or officers of the Company, the Company or a committee of independent directors must obtain an
opinion from an independent investment banking firm or an independent valuation or accounting firm that such Business Combination is fair to the Company from a financial point of view. 



 

	 	4.	 During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such
date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to
dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible
into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units,
Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The provisions of this paragraph will not apply to restrict a transfer not for consideration so long
as the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. 



  
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	 	5.	 In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial
Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim
by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party or
a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and
all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the
Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense. 


  

	 	6.	 To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional
7,950,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Initial Shareholders agree to forfeit, at no cost, a number of Founder Shares, to be split pro rata between them based on the number of
Founder Shares they hold upon the consummation of the Public Offering, equal to 1,987,500 multiplied by a fraction, (i) the numerator of which is 7,950,000 minus the number of Units purchased by the Underwriters upon the exercise of their
over-allotment option, and (ii) the denominator of which is 7,950,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an
aggregate of 20% of the Company’s issued and outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Private Placement Warrants (as defined below)). 



 

	 	7.	 The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company
would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 8(a), 8(b), and 10, as applicable, of this Letter Agreement, (ii) monetary damages may not be an
adequate remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of
such breach. 


  

	 	8.	 (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any
Class A Ordinary Shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the
closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, exchange,
reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Founder
Shares Lock-up Period”). 



  
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 (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private
Placement Warrants (or any Class A Ordinary Shares underlying the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private Placement Warrants
Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”). 
 (c) Notwithstanding the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares,
Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 8(c)), 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 members of the Sponsor or any of their affiliates; (b) in the case
of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of such 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 an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) by
virtue of the laws of Delaware or the organizational documents of the Sponsor upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business
Combination; (h) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (i) in the event of the Company’s liquidation, merger, share exchange or other similar transaction which
results in all of the Company’s Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination;
provided, however, that in the case of clauses (a) through (f), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions
contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions). 
  

	 	9.	 The Sponsor and each Insider represents and warrants that it, he or she 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. Each Insider’s biographical information furnished to the Company (including any
such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background and contains all of the information required to be disclosed pursuant to Item
401 of Regulation S-K, promulgated under the Securities Act. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider
represents and warrants that: it, he or she 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; it, he or she 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 it, he or she is not currently a defendant in any such criminal proceeding. 



 

	 	10.	 Except as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any officer,
nor any affiliate of the Sponsor or any officer, nor any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of
any repayment 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).



  

	 	11.	 The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound
(including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company. 



 

  
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	 	12.	 As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares and Class B ordinary
shares, par value $0.0001 per share (the “Class B Ordinary Shares”); (iii) “Founder Shares” shall mean the 15,237,500 Class B Ordinary Shares issued and
outstanding (up to 1,987,500 of which are subject to complete or partial forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial Shareholders” shall mean the Sponsor and any other person
that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 9,733,333 warrants (or 10,793,333 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate
purchase price of $14,600,000 (or $16,190,000 if the over-allotment option is exercised in full), or $1.50 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of
the Private Placement Warrants shall be deposited; and (viii) “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 Exchange Act, 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). 



 

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


  

	 	14.	 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. 



 

	 	15.	 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 Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees. 


  

	 	16.	 Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other
than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in
this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees. 



 

	 	17.	 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. 



  
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	 	18.	 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. 



 

	 	19.	 This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York. 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.



 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY
WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THAT SUCH ACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 
  

	 	20.	 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. 



 

	 	21.	 This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by July 31,
2021; provided further that paragraph 5 of this Letter Agreement shall survive such liquidation. 


 [Signature Page
Follows] 
  

			
	Sincerely,
	
	ELLIOTT OPPORTUNITY II SPONSOR L.P.
		
	By:	 	Elliott Opportunity I Sponsor GP LLC, its general partner
		
	By:	 	Elliott International, L.P., its sole member
		
	By:	 	Hambledon, Inc., its General Partner
		
	By:	 	Elliott Investment Management L.P., as attorney-in-fact



  
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	By:	 	/s/ Elliot Greenberg
		 	Name: Elliot Greenberg
		 	Title: Vice President
		
	By:	 	/s/ David Kerko
		 	Name: David Kerko
		 	Title: Co-Chief Executive Officer
		
	By:	 	/s/ Isaac Kim
		 	Name: Isaac Kim
		 	Title: Co-Chief Executive Officer
		
	By:	 	/s/ Nabeel Bhanji
		 	Name: Nabeel Bhanji
		 	Title: President
		
	By:	 	/s/ Steven Barg
		 	Name: Steven Barg
		 	Title: Chief Financial Officer


  

			
	By:	 	/s/ Terry Kassel
		 	 Name: Terry Kassel

		 	 Title: Chief Strategy Officer



  

			
	By:	 	/s/ Jesse Cohn
		 	Name: Jesse Cohn
		 	Title: Co-Chairman of the Board of Director


  

			
	By:	 	/s/ Gordon Singer
		 	Name: Gordon Singer
		 	Title: Co-Chairman of the Board of Director


  

			
	By:	 	/s/ Moira Kilcoyne
		 	Name: Moira Kilcoyne
		 	Title: Director


  

			
	By:	 	/s/ Val Rahmani
		 	Name: Val Rahmani
		 	Title: Director


  

			
	By:	 	/s/ Graham Smith
		 	Name: Graham Smith
		 	Title: Director


  

			
	By:	 	/s/ Charles Phillips
		 	Name: Charles Phillips
		 	Title: Director


  

			
	By:	 	/s/ Michael Capellas
		 	Name: Michael Capellas
		 	Title: Director



  
 [Signature Page
to Letter Agreement] 














			
	Acknowledged and Agreed:
	
	ELLIOTT OPPORTUNITY II CORP.
		
	By:	 	/s/ Isaac Kim
		 	Name: Isaac Kim
		 	Title: Co-Chief Executive Officer


  
 [Signature Page
to Letter Agreement]