Common use of Introductory Clause in Contracts

Introductory. Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one tenth (1/10) of one Ordinary Share (the “Rights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares will be issued to holders of outstanding Ordinary Shares issued in connection with the sale of the Units hereunder that are outstanding after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below), and the distribution of Distributable Shares will occur substantially concurrently with the closing of an initial Business Combination upon the satisfaction or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Acquisition Inc.Class Acceleration Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 22,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,375,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesCommon Stock”), one right to receive one tenth (1/10) and one-half of one Ordinary Share redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one share of Common Stock (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares shares of Common Stock and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Companyor entities. The Company will enter into an Investment Management Trust Agreement, effective to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter into a Rights Warrant Agreement, effective to be dated as of the Closing Date (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31September 22, 2024 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with Class Acceleration Sponsor LLC, a Delaware limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 6,468,750 shares of Class B ordinary sharescommon stock, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 Company (including the Ordinary Shares shares of Common Stock issuable upon conversion thereof, the “Founder Shares”)) for an aggregate purchase price of $25,000. On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 Up to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which 843,750 Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares shares of Common Stock included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Warrants Purchase Agreement, effective dated as of the date hereof Closing Date (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 6,500,000 warrants (including or up to 7,175,000 warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 1.00 per unitwarrant, each warrant entitling the holder, upon exercise, to purchase one share of Common Stock for an aggregate purchase price of $1,750,000 11.50 per share, subject to adjustment (including if the Underwriter’s over-allotment option is exercised) (“Private Placement UnitsWarrants”). Underlying each The Private Placement Unit is one Ordinary Share (eachWarrants are substantially similar to the Warrants included in the Units, a “Private Placement Share”) except as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered will enter into a Registration Rights Agreement, to be dated as of the date hereof Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon Private Placement Warrants and the conversion shares of any of Common Stock underlying the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. The Company has entered caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereofClosing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 10.5 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professional, secretarial space and administrative support services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Chenghe Acquisition Inc.Co., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 10,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 1,500,000 additional Units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of 23 to this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary sharesshare, par value $0.0001 per share share, of the Company (the “Class A Ordinary SharesShare”), one right to receive one tenth (1/10) and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Class A Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Class A Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will beginbegin (unless the Representative informs the Company of its decision to allow earlier separate trading). The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and terminating on the distribution five-year anniversary of Distributable Shares will occur substantially concurrently with the closing date of an the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not Warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective dated as of the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the CompanyWarrants. The Company will enter entered into a Contingent Rights Securities Subscription Agreement, effective as of the Closing Date dated April 8, 2021 (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Founder’s Purchase Agreement”), with Chenghe Investment Co., a Cayman Islands exempted company with limited liability (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value approximately $0.0001 0.003 per share, of the CompanyCompany (the “Founder Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”) for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof. On June 20, 2021 and December 28, 2021, respectively, the “Sponsor surrendered and forfeited to us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 4,312,500 Founder Shares”). On October 31March 29, 20242022, the Securities Purchase Agreement was amended (the “Amendment No. 1 Sponsor further surrendered and forfeited to the Securities Subscription Agreement”) to provide for the surrender us 1,437,500 Founder Shares for no consideration of 1,437,500 Class B ordinary shares such thatconsideration, in following which, the aggregate, our sponsor owns 5,750,000 Class B ordinary Sponsor held 2,875,000 founder shares, of which up to 750,000 of which 375,000 Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The On March 30, 2022, the Sponsor transferred an aggregate of 177,439 of its Founder Shares are substantially similar to the Ordinary our independent director nominees and advisory board member, for their board and advisory services, in each case for no cash consideration. Out of these 177,439 Founder Shares included transferred to our independent director nominees and advisory board member, 110,000 Founder Shares will not be subject to forfeiture in the Units, except as described in event the Registration Statement, the Statutory Prospectus and the Prospectusunderwriters’ over-allotment option is not exercised. The Company has entered into a Private Placement Units Sponsor Warrants Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 7,000,000 warrants (including if or up to 7,750,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), each entitling the holder to purchase one Class A Ordinary Share at a price of $10.00 11.50 per unitshare, for an aggregate purchase price of $1,750,000 subject to adjustment (including if the Underwriter’s over-allotment option is exercised) (“Private Placement UnitsWarrants”). Underlying each , for $1.00 per Private Placement Unit is one Ordinary Share (each, a “Warrant. The Private Placement Share”) Warrants are substantially similar to the Warrants included in the Units, except as described in the Warrant Agreement, Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants, the Class A Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered a letter agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement hereof (the “Administration Services AgreementInsider Letter”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as members of the Closing Date (the “Letter Agreement”)Company’s advisory board, in substantially the form filed as Exhibit 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note on April 8, 2021 (as amended on January 27, 2022) for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 and Exhibit 10.9 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2022 or the date of the closing of the Offering. The Company has entered into an Administrative Services Agreement, dated as of [ ], 2022 (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Company will pay to the Sponsor a monthly fee of up to $15,000 for office space, utilities, secretarial and administrative support services.

Introductory. Artius II Averin Capital Acquisition Inc.Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters Underwriter(s) named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,750,000 additional Units to cover over-allotments, if any (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”)) and one-sixth of one warrant, one right where each whole warrant is exercisable to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares will be issued Each whole Warrant entitles its holder, upon exercise, to holders of outstanding purchase one Ordinary Shares issued in connection with Share for $11.50 per share during the sale of the Units hereunder that are outstanding period commencing thirty (30) days after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with completion of an initial Business Combination and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), and the distribution of Distributable Shares will occur substantially concurrently with the closing of an initial Business Combination upon the satisfaction or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will a warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only an even number of warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses involving the Companybusinesses. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Warrant Agreement, effective as of the Closing Date (Date, with respect to the “Rights Agreement”)Warrants with CST, dated as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective Warrants (as of the Closing Date (the “Contingent Rights Agreement”defined below), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31October 21, 2024 2025 (the “Securities Subscription Agreement”), with Averin Capital Acquisition Sponsor LLC (the “Sponsor”), in substantially the form filed as Exhibit 10.7 10.5 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, up to 937,500 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 200,000 private placement units (including if the Underwriters’ Underwriter’s over-allotment option is exercised in full), ) at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 2,000,000 (including if the Underwriter’s over-allotment option is exercised) (the “Private Placement Units”). Underlying each The Private Placement Unit is one Ordinary Share Units and the private placement warrants included in such Private Placement Units (each, a the “Private Placement ShareWarrants”) are substantially similar to the Units included in the Offering, subject to limited exceptions as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, Units (and the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, securities comprising such units) and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated effective as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Administrative Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to the Sponsor or an affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement.

Introductory. Artius II Magnum Opus Acquisition Inc.Limited, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as the representative, to issue and sell to the several Underwriters 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as UnderwriterUnderwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one right redeemable warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation (as defined below) ; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreementinvestment management trust agreement, effective as of dated the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Agreementwarrant agreement, effective as of dated the Closing Date date hereof (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreement, dated July 31January 26, 2024 2021 (the “Securities Founder’s Purchase Agreement”), with Magnum Opus Holding LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (“Sponsor Founder Shares”), up to 750,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised for an aggregate purchase price of $25,000. The Company has entered into a private placement warrants purchase agreement, dated the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 10.4 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of 6,000,0000 warrants (or up to 6,600,000 warrants depending on the Company, for an aggregate purchase extent to which the Underwriters’ over-allotment option is exercised) at a price of $25,000 (including 1.00 per Private Placement Warrant, each entitling the holder, upon exercise, to purchase one Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended Share (the “Amendment No. 1 to the Securities Subscription AgreementPrivate Placement Warrants”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option$11.50 per share. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) registration and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreementshareholder rights agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any and the Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has entered caused to be duly executed and delivered a letter agreement, dated the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees and member of the Company’s advisory board, in substantially the form filed as Exhibit 10.1 to the Registration Statement. The Company will enter into an administrative services agreement, to be dated no later the Closing Date (the “Administrative Services Agreement, dated as of the date hereof”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, office space, IT support, research, professionalutilities, secretarial and administrative services. The Company, support services from the Sponsor Closing Date until the earlier of (x) the consummation of an initial Business Combination and each (y) the liquidation of the Company in accordance with the Company’s officers, directors Amended and director nominees will cause Restated Memorandum and Articles of Association if the Company fails to be duly executed consummate a Business Combination within the time period indicated in the Company’s Amended and delivered a letter agreement, effective as Restated Memorandum and Articles of the Closing Date Association (the “Letter AgreementLiquidation”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II ION Acquisition Inc.Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, 20,000,000 to issue and sell to the several Underwriters 22,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,300,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of to this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-eighth of one right redeemable warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the a “RightsWarrant”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not Warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective as of dated the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of dated the Closing Date date hereof (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the CompanyWarrants. The Company will enter entered into a Contingent Rights Securities Subscription Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereofDecember 1, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 2020 (the “Securities Founder Shares Subscription Agreement”), with ION Holdings 2, LP, a Cayman Islands exempted limited partnership (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), 750,000 of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. On October 31January 14, 20242021, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration Company effected a share capitalization of 1,437,500 Class B ordinary 575,000 shares such that, resulting in the aggregateSponsor holding 6,325,000 Founder Shares, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 825,000 of which are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 6,400,000 warrants (or up to 7,060,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units separate Forward Purchase AgreementAgreements (together, effective as of the date hereof (the “Private Placement Units Forward Purchase AgreementAgreements”), dated as of January 26, 2021, with (i) The Phoenix Insurance Company Ltd., a company incorporated in Israel (“Phoenix”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel and an affiliate of Phoenix, and The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel and an affiliate of Phoenix (Phoenix and its affiliates collectively referred to herein as the “Phoenix Investors”), and (ii) ION Crossover Partners LP (“ION Crossover” and, together with the Sponsor Phoenix Investors, the “Forward Purchase Investors”), in each case, substantially in the form forms filed as Exhibit 10.4 Exhibits 10.9 and 10.11, respectively, to the Registration Statement. Pursuant to the Forward Purchase Agreements, pursuant the Phoenix Investors and the ION Crossover agreed, in each case, to which the Sponsor agreed to purchase an aggregate of 175,000 purchase, on a private placement units (including if basis substantially concurrently with the Underwriters’ over-allotment option is exercised in full), at a price closing of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination, up to 3,500,000 Ordinary Shares and 1,500,000 Ordinary Shares, respectively (the “Forward Purchase Shares”). The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor Sponsor, the Forward Purchase Investors and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Private Placement Warrants, the Forward Purchase Shares (including any and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of June 30, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative Services Agreement, dated as of the date hereofhereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject will pay to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly a fee of up to $25,000 10,000 per month for accounting, bookkeeping, office space, IT support, research, professional, secretarial utilities and administrative and support services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Acquisition Inc.Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 50,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,5000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one right warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares will be issued Each whole Warrant entitles its holder, upon exercise, to holders purchase one Ordinary Share at a price of outstanding Ordinary Shares issued in connection with $11.50 per share during the sale period commencing on the later of thirty (30) days after the completion of the Units hereunder that are outstanding after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) or twelve (12) months from the date of the consummation of the Offering and terminating on the distribution five-year anniversary of Distributable Shares will occur substantially concurrently with the closing date of an the completion of such initial Business Combination or earlier upon the satisfaction or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down redemption; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”)[•], 2017, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.2 10.3 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Units Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of [•], 2017, with respect to the Closing Date (Warrants and the “Rights Agreement”)Private Placement Warrants with CST, dated as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31as of May 10, 2024 2017 (the “Securities Subscription Founder’s Purchase Agreement”), with SCH Sponsor Corp., a Cayman Islands exempted company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 14,375,000 Class B ordinary shares, par value $0.0001 per shareshare (“Class B Shares”), of the Company, for an aggregate purchase price of $25,000 25,000. On May 18, 2017, the Sponsor surrendered 2,875,000 Class B Shares for no value, and on August 23, 2017 the Company approve ashore capitalizations, resulting in an aggregate of 14,375,000 Class B Shares outstanding and held by the Sponsor as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 1,875,000 of which are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, effective as of [•], 2017 (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 warrants (or up to 9,000,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”)as of [•], 2017, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration StatementStatement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans. The Company has caused to be duly executed and delivered a letter agreement, if anydated as of [•], 2017, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in the form filed as Exhibit 10.2 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof[•], 2017, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Administrative Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an such affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professional, secretarial administrative and administrative support services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II LF Capital Acquisition Inc.Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), proposes proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to you and, as applicable, to the several underwriters named in listed on Schedule I A hereto (collectively, the “Underwriters”), for whom you () an aggregate of 22,500,000 units of the “Representative”) are acting as representative, 20,000,000 units Company (the “Units”) of the Company (said units ). The 22,500,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 3,000,000 an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to cover over-allotments, if any (be sold by the Company pursuant to such option are collectively called the “Optional Securities”), as set forth below. .” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA hereto, the term Representative “Representative” as used herein shall mean you, as Underwriter, and the term Underwriters “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), one right to receive one tenth (1/10) and one-half of one Ordinary Share redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “RightsPublic Warrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares Class A Common Stock and Rights the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) day (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Public Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with completion of an initial Business Combination (as defined below), ) and terminating on the distribution five-year anniversary of Distributable Shares will occur substantially concurrently with the closing date of an the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver liquidation of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Company; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not warrant may be separately transferable, assignable or saleable, and will not be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statemententities.

Introductory. Artius II Acquisition Inc.AEA-Bridges Impact Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you Credit Suisse Securities (the “Representative”USA) LLC and Citigroup Global Markets Inc. are acting as representativerepresentatives (“the Representatives”), 20,000,000 to issue and sell to the several Underwriters 40,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 6,000,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one right redeemable warrant, where each whole warrant entitling the holder, upon exercise, to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Companyor entities. The Company will enter into an Investment Management Trust Agreement, effective to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter into a Rights Warrant Agreement, effective to be dated as of the Closing Date (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31, 2024 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company, Company for an aggregate purchase price of $25,000 25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31In September 2020, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 our sponsor transferred 25,000 Class B ordinary shares such that, in the aggregate, to each of our sponsor owns 5,750,000 Class B ordinary shares, up independent directors. Up to 750,000 of which 1,500,000 Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Warrants Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 11,000,000 warrants (including or up to 12,200,000 warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 1.00 per unitwarrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for an aggregate purchase price of $1,750,000 11.50 per share, subject to adjustment (including if the Underwriter’s over-allotment option is exercised) (“Private Placement UnitsWarrants”). Underlying each The Private Placement Unit is one Ordinary Share (eachWarrants are substantially similar to the Warrants included in the Units, a “Private Placement Share”) except as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered will enter into a Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered a letter agreement, to be dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement Closing Date (the “Administration Services AgreementInsider Letter”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will cause enter into an Administrative Services Agreement, to be duly executed and delivered a letter agreement, effective dated as of the Closing Date (the “Letter Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.1 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. Artius II Acquisition Inc., a Cayman Islands exempted company The Company is offering (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), "Offering") for whom you (the “Representative”) are acting as representative, 20,000,000 sale its newly issued units (the “"Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”"). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent It is acknowledged that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one tenth (1/10) of one Ordinary Share (the “Rights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLCmay, a Delaware limited liability company (our “Sponsor”) in its sole discretion, regardless of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights included any priorities or preferences, accept or reject subscriptions in whole or in part in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of Offering and terminate the Offering at any time. Once made, subscriptions are irrevocable provided that a subscriber may revoke his subscription within 10 business days prior to the applicable Closing (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form whichever comes first, by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will beginsubscriber delivering written notice to ▇▇▇. The Distributable Shares will be issued to holders term "Initial Offering Period" is the period commencing on the date of outstanding Ordinary Shares issued in connection with the sale acceptance of the Units hereunder that are outstanding after registration statement by the Company redeems Ordinary Shares that Securities and Exchange Commission and ending on _________________________, 2009 (unless extended by ▇▇▇ upon amendment of the holders thereof have elected to redeem in connection with an initial Business Combination Registration Statement (as defined below)) or such earlier date as ▇▇▇ has accepted subscriptions for at least $500,000 in the Offering. During the Initial Offering Period, Agent will offer Units for sale at an "Initial Closing" at a price equal to $1,000 per Unit, which Initial Closing will not take place unless ▇▇▇ has accepted subscriptions for at least 500 Units. If the minimum number of Units is not sold during the Initial Offering Period, the Offering will terminate and all subscription amounts (together with any interest earned thereon) will be refunded to subscribers, as described in the distribution Prospectus and hereinafter. Units which remain unsold following the Initial Closing will be offered for sale in a continuing offering (the "Continuing Offering") at monthly closings ("Monthly Closings;" the Initial Closing or any Monthly Closing, each a "Closing") to be held on the last day of Distributable Shares will occur substantially concurrently with the closing of an initial Business Combination upon the satisfaction or waiver each month at a price per Unit equal to 100% of the conditions specified Net Asset Value, as defined in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with Company's subscription agreement and prospectus and disclosure document (the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares"Subscription Agreement"), will not be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (close of business on the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 date of such Monthly Closing. The minimum initial subscription for an investor is $5,000. Once an investor has been admitted to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders there is no minimum for additional subscriptions, except that they must be in multiples of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights$1,000. The Company has entered into a securities subscription agreement, dated July 31, 2024 filed with the Securities and Exchange Commission (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 "Commission") a Registration Statement on Form S-1 containing a prospectus relating to the Offering for the registration of the Units under the Securities Act of 1933, as amended (the "1933 Act"). The Registration Statement, as amended and as declared effective by the Commission, is hereinafter referred to as the "Registration Statement." The prospectus on file with the Commission at the time the Registration Statement initially becomes effective is hereinafter called the "Prospectus," except that if the Company files a Prospectus pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, Rule 424 of the Company, for an aggregate purchase price rules and regulations of $25,000 (including the Ordinary Shares issuable upon conversion thereof, Commission under the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended 1933 Act (the “Amendment No. 1 to "1933 Act Regulations") which differs from the Securities Subscription Agreement”) to provide for Prospectus on file at the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in time the Registration StatementStatement initially becomes effective, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including or if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for Company files an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 amendment to the Registration Statement (subsequent to the “Administration Services Agreement”)time it initially becomes effective and such amendment contains a Prospectus which differs from the Prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" refers to the Prospectus filed pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), Rule 424 or contained in substantially the form filed as Exhibit 10.1 such amendment to the Registration StatementStatement from and after the time said Prospectus is filed with or transmitted to the Commission for filing. Any terms not expressly defined herein have the same definition and meaning as is set forth in the Prospectus.

Introductory. Artius II Cascade Acquisition Inc.Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, to issue and sell to the several Underwriters 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company such Units being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units to cover over-allotments, if any allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesCommon Stock”), one right to receive one tenth (1/10) and one-half of one Ordinary Share redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares shares of Common Stock and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares will be issued Each whole Warrant entitles its holder, upon exercise, to holders purchase one share of outstanding Ordinary Shares issued in connection with Common Stock at a price of $11.50 per share, subject to adjustment, during the sale period commencing on the later of 30 days after the completion of the Units hereunder that are outstanding after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and 12 months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation (as defined below); provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a fractional Warrant may not be separately transferableexercised, assignable or saleable, and will not so that only a whole number of Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Companyor entities. The Company will enter has entered into an Investment Management Trust Agreement, effective dated as of the Closing Date (the “Trust Agreement”)date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.2 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Units Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the CompanyWarrants. The Company will enter has entered into a Contingent Rights Securities Subscription Agreement, effective dated as of the Closing Date August 24, 2020 (the “Contingent Rights Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 4.5 10.3 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 Statement (the “Securities Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 Class B ordinary shares8,000,000 Warrants (or up to 8,900,000 Warrants if the over-allotment option is exercised in full), par value $0.0001 per share, each entitling the holder to purchase one share of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended Common Stock (the “Amendment No. 1 to the Securities Subscription AgreementPrivate Placement Warrants”) to provide ), for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option$1.00 per Private Placement Warrant. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Registration and Stockholder Rights Agreement, effective dated as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”)hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration StatementStatement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon Private Placement Warrants and the conversion shares of any of Common Stock underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”)nominees, in substantially the form forms filed as Exhibit 10.1 Exhibits 10.7 and 10.8 to the Registration StatementStatement (each an “Insider Letter”, and together, the “Insider Letters”).

Introductory. Artius II Z-Work Acquisition Inc.Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto A (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, an aggregate of 20,000,000 units of the Company (the “Units”) of the Company (said units ). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotments, if any (be sold by the Company pursuant to such option are collectively called the “Optional Securities”), as set forth below. .” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”, “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representative “Representative” as used herein shall mean you, as Underwriter, and the term Underwriters “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), one right to receive one tenth (1/10) and one-third of one Ordinary Share redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “RightsPublic Warrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares shares of Class A Common Stock and Rights included in the Units Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day) day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Public Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with completion of an initial Business Combination (as defined below), and ) or 12 months from the distribution date of Distributable Shares will occur substantially concurrently with the closing of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not Public Warrant may be separately transferable, assignable or saleable, and will not be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statementbusinesses.

Introductory. Artius II Horizon Acquisition Inc.Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 50,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 7,500,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”), as set forth belowsubject to adjustment pursuant to Section 3(b) of this agreement (this “Agreement”). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one right redeemable warrant, where each whole warrant entitling the holder, upon exercise, to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (), unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds certain of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter into a Rights Warrant Agreement, effective to be dated as of the Closing Date (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 312, 2024 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with the Horizon Sponsor, in substantially LLC, a Delaware limited liability company (the form filed as Exhibit 10.7 to the Registration Statement“Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 14,375,000 Class B ordinary shares, par value $0.0001 0.002 per share, of the Company, Company for an aggregate purchase price of $25,000 25,000. (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 Up to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which 1,875,000 Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised or reduced pursuant to Section 3(b) hereof. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Warrants Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase purchase, subject to adjustment as provided therein, an aggregate of 175,000 private placement units 8,000,000 warrants (including or up to 9,000,000 warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 1.50 per unitwarrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for an aggregate purchase price of $1,750,000 11.50 per share, subject to adjustment (including if the Underwriter’s over-allotment option is exercised) (“Private Placement UnitsWarrants”). Underlying each The Private Placement Unit is one Ordinary Share (eachWarrants are substantially similar to the Warrants included in the Units, a “Private Placement Share”) except as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered will enter into a Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. The Company has entered caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereofhereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professionalutilities, secretarial and administrative support services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Kismet Acquisition Inc.Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, to issue and sell to the several Underwriters 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share shares (the “Class A Ordinary Shares”), one right to receive one tenth (1/10) and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Class A Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisitionshare reconstruction and amalgamation, share purchasecontractual control arrangement with, reorganization purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses involving the Companyor entities. The Company will enter has entered into an Investment Management Trust Agreement, effective dated as of the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Purchase Agreement, dated July 31September 21, 2024 2020 (the “Securities Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 10.6 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class B ordinary shares, par value A Ordinary Share for $0.0001 11.50 per share, of the Company, for an aggregate purchase price of $25,000 subject to adjustment (including the Ordinary Shares issuable upon conversion thereof, the “Founder SharesPrivate Placement Warrants”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Forward Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Forward Purchase Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of 175,000 private placement $20,000,000 of units (including if which, at the Underwriters’ over-allotment option is exercised in fullof the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), at a price each unit consisting of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Class A Ordinary Share (each, a the “Private Placement ShareForward Purchase Shares”) and one right entitling the holder thereof to receive one tenth (1/10) one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share (eachfor $11.50 per share, a “Private Placement Right”) upon the consummation of an initial Business Combinationsubject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties theretoSponsor, in substantially the form filed as Exhibit 10.3 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, Warrants and the Class A Ordinary Shares underlying the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered a letter agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement hereof (the “Administration Services AgreementInsider Letter”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees will cause nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to be duly executed and delivered a letter agreementthe Registration Statement. The Company has entered into an Administrative Services Agreement, effective dated as of the Closing Date date hereof (the “Letter Administrative Services Agreement”), in substantially pursuant to which the form filed as Exhibit 10.1 Company will pay to the Registration StatementKismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Introductory. Artius II Horizon Acquisition Inc.Corporation II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 50,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 7,500,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”), as set forth belowsubject to adjustment pursuant to Section 3(b) of this agreement (this “Agreement”). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one right redeemable warrant, where each whole warrant entitling the holder, upon exercise, to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (), unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds certain of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter into a Rights Warrant Agreement, effective to be dated as of the Closing Date (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31August 7, 2024 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with the Horizon II Sponsor, in substantially LLC, a Delaware limited liability company (the form filed as Exhibit 10.7 to the Registration Statement“Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 14,375,000 Class B ordinary shares, par value $0.0001 0.002 per share, of the Company, Company for an aggregate purchase price of $25,000 25,000. (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 Up to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which 1,875,000 Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised or reduced pursuant to Section 3(b) hereof. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Warrants Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase purchase, subject to adjustment as provided therein, an aggregate of 175,000 private placement units 8,000,000 warrants (including or up to 9,000,000 warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 1.50 per unitwarrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for an aggregate purchase price of $1,750,000 11.50 per share, subject to adjustment (including if the Underwriter’s over-allotment option is exercised) (“Private Placement UnitsWarrants”). Underlying each The Private Placement Unit is one Ordinary Share (eachWarrants are substantially similar to the Warrants included in the Units, a “Private Placement Share”) except as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered will enter into a Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. The Company has entered caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereofhereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professionalutilities, secretarial and administrative support services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Acquisition Inc.SC Health Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 15,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 2,250,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”)24 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one right warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of 30 days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the distribution five-year anniversary of Distributable Shares will occur substantially concurrently with the closing date of an the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”)date hereof, with Continental American Stock Transfer & Trust Company (“CSTAST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Units Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with SC Health Holdings Limited, a Cayman Islands exempted company (the “Rights AgreementSponsor”)) and AST, dated as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST AST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the RightsWarrants, the Forward Purchase Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31as of December 28, 2024 2018 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B 3,450,000 ordinary shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.0001 0.00008 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 Up to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which 562,500 Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Units Warrants Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration StatementSponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 5,000,000 Warrants (including or up to 5,450,000 Warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate each entitling the holder to purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a the “Private Placement ShareWarrants”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each), a “for $1.00 per Private Placement Right”) upon Warrant. The Private Placement Warrants are substantially similar to the consummation of an initial Business CombinationWarrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”)hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration StatementStatement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, if anythe Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof, between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Administrative Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an such affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professional, secretarial administrative and administrative support services. The CompanyCompany has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and each of the Company’s officersAST, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date escrow agent (the “Letter Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in substantially an amount equal to $7,500,000 (or $8,625,000 if the form filed as Exhibit 10.1 Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Registration StatementSponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Introductory. Artius II Artisan Acquisition Inc.Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, 20,000,000 to issue and sell to the several Underwriters 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 21 of this agreement (this “Agreement”). Each Unit unit (the “Units”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one right warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrants”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares will be issued Each whole Warrant entitles its holder, upon exercise, to holders purchase one Ordinary Share at a price of outstanding Ordinary Shares issued in connection with $11.50 per share during the sale period commencing on the later of 30 days after the completion of the Units hereunder that are outstanding after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) or 12 months from the date of the consummation of the Offering and terminating on the distribution five-year anniversary of Distributable Shares will occur substantially concurrently with the closing date of an the completion of such initial Business Combination or earlier upon the satisfaction or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down redemption; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a fractional Warrant may not be separately transferableexercised, assignable or saleable, and will not so that only a whole number of Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective dated as of the Closing Date (the “Trust Agreement”)date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.2 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Units Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the RightsWarrants, the Forward Purchase Warrants and the Private Placement Rights Warrants. The Company has entered into a Securities Subscription Agreement, dated as of February 4, 2021 (the “Founder’s Purchase Agreement”), with Artisan LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On March 1, 2021, the Company issued an additional 1,500,000 Founder Shares to the Sponsor in connection with the Forward Purchase Agreements (as defined below). Up to 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and any other rights that may be issued by the Prospectus. On March 1, 2021, the Sponsor transferred 750,000 Founder Shares to the Anchor Investors. On March 8, 2021, the Sponsor transferred an aggregate of 100,000 Founder Shares to the director nominees of the Company. The Company will enter has entered into a Contingent Rights Private Placement Warrants Purchase Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 10.3 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 Statement (the “Securities Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 Class B ordinary shares5,333,333 Warrants (or up to 5,933,333 Warrants if the over-allotment option is exercised in full), par value each entitling the holder to purchase one Ordinary Share for $0.0001 11.50 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended share (the “Amendment No. 1 to the Securities Subscription AgreementPrivate Placement Warrants”) to provide ), for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option$1.50 per Private Placement Warrant. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Forward Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Purchase Agreement”)March 1, with the Sponsor 2021, in substantially the form filed as Exhibit 10.4 10.9 to the Registration Statement (the “Aspex Forward Purchase Agreement”), with Aspex Master Fund (“Aspex”), and a separate Forward Purchase Agreement, dated as of March 1, 2021, in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “PAG Forward Purchase Agreement” and, collectively with the Aspex Forward Purchase Agreement, the “Forward Purchase Agreements”), with Pacific Alliance Asia Opportunity Fund L.P. (“PAG” and collectively with Aspex, the “Anchor Investors”) pursuant to which the Anchor Investors agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $60,000,000 of units (the “Forward Purchase Securities”), each unit consisting of Ordinary Share (the “Forward Purchase Shares”) and one redeemable warrant (the “Forward Purchase Warrants”) to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Forward Purchase Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, pursuant the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if Warrants included in the Underwriters’ over-allotment option is exercised Units, except as described in full)the Registration Statement, at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered into a Registration and Shareholder Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”)hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration StatementStatement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreements, if anythe Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereofhereof (the “Administrative Services Agreement” and, collectively with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Forward Purchase Agreements, the Warrant Purchase Agreement, the Registration Rights Agreement and the Insider Letter, the “Transaction Documents”), with the Sponsor, in substantially the form filed as Exhibit 10.8 10.5 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Administrative Services Agreement, pay to an affiliate of the Sponsor Sponsor, an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, office space, IT supportutilities, research, professional, secretarial administrative and administrative services. The Company, support services from the Sponsor date that the Units are first listed on the Nasdaq Capital Market (“Nasdaq”) until the earlier of (x) the consummation of an initial Business Combination and each of (y) the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective Liquidation (as of the Closing Date (the “Letter Agreement”defined below), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Liberty Media Acquisition Inc.Corporation, a Cayman Islands exempted company Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (together, the “RepresentativeRepresentatives”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 50,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of 23 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class Series A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesSeries A Common Stock”), one right to receive one tenth (1/10) and one-fifth of one Ordinary Share redeemable warrant, where each whole warrant entitles the holder to purchase one share of Series A Common Stock (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares Series A Common Stock and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (the “Detachment Date”) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Series A Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an initial Company’s Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), and the distribution of Distributable Shares will occur substantially concurrently with the closing of an initial Business Combination upon the satisfaction or waiver of the conditions specified in the business combination merger agreement. No fractional shares will only a whole Warrant may be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a the Company’s initial merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Companybusinesses. The Company will enter has entered into an Investment Management Trust Agreement, effective as of dated the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a U.S.-based trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of dated the Closing Date date hereof (the “Rights Warrant Agreement”) with CST, as warrant agent, with respect to the Warrants, the Private Placement Warrants, the Forward Purchase Warrants (as defined below) and certain warrants of the Company that the Company may issue to Liberty Media Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as Liberty Media Corporation or its other subsidiaries or the Company’s officers and directors upon conversion of working capital loans made by such parties to the date hereofCompany (the “Working Capital Warrants”), in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the RightsWarrants, the Private Placement Rights Warrants, the Forward Purchase Warrants and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWorking Capital Warrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31November 6, 2024 2020 (the “Securities Founder Shares Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 10.5 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares17,250,000 shares of Series F common stock, par value $0.0001 per shareshare (the “Series F Common Stock”), of the Company, for an aggregate purchase price of $25,000 (including (a) the Ordinary Shares shares of the Company’s Series B common stock, par value $0.0001 per share (the “Series B Common Stock” and, together with the Series A Common Stock, the Series F Common Stock and the Company’s Series C common stock, par value $0.0001 per share, the “Common Stock”), issuable upon conversion thereofof such Series F Common Stock and (b) the Series A Common Stock issuable upon conversion of such Series B Common Stock, the “Founder SharesShare(s)”). On October 31, 2024In November 2020, the Securities Purchase Agreement was amended (the “Amendment No. 1 Sponsor contributed an aggregate of 2,875,000 Founder Shares to the Securities Subscription Agreement”) to provide for the surrender Company for no consideration of 1,437,500 Class B ordinary shares such thatconsideration, which resulted in the aggregateSponsor holding an aggregate of 14,375,000 Founder Shares, our sponsor owns 5,750,000 Class B ordinary shares, up with an effective purchase price of approximately $0.0017 per share. Up to 750,000 of which 1,875,000 Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are Series F Common Stock is substantially similar to the Ordinary Shares Series A Common Stock included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Sponsor Warrants Purchase Agreement, effective as of dated the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 9,000,000 warrants (including if or up to 10,000,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in full), exercised) at a price of $10.00 1.50 per unit, for an aggregate purchase price of $1,750,000 warrant (including if the Underwriter’s over-allotment option is exercised) (“Private Placement UnitsWarrant(s)”). Underlying , each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive purchase one tenth (1/10) share of one Ordinary Share (each, a “Series A Common Stock for $11.50 per share. The Private Placement Right”) upon Warrants are substantially similar to the consummation of an initial Business CombinationWarrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.10 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of $250,000,000 of units (the “Forward Purchase Unit(s)”) at a purchase price of $10.00 per unit in a private placement that will close substantially concurrently with the closing of the Business Combination, each Forward Purchase Unit consisting of one share of Series B Common Stock (the “Forward Purchase Share(s)”) and one-fifth of one redeemable warrant to purchase one share of Series A Common Stock (the “Forward Purchase Warrant(s)”). The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an Investor Rights Agreement, dated the date hereof (the “Registration Investor Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Company has granted (a) certain registration rights in with respect to the shares of Series A Common Stock underlying the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement UnitsWarrants, the Forward Purchase Warrants, any Working Capital Warrants and any shares of Series A Common Stock issuable upon (i) exercise of the Private Placement RightsWarrants, (ii) conversion of the Private Placement Forward Purchase Shares, (iii) exercise of the Ordinary Shares issuable upon the Forward Purchase Warrants, and (iv) exercise of any Private Placement Rights upon the consummation of an initial Business CombinationWorking Capital Warrants, and (b) certain preemptive rights to the Sponsor to maintain its proportionate equity interest in the Company by purchasing additional equity securities that may be issued upon conversion as a result of certain working capital loansissuances by the Company. The Company has caused to be duly executed and delivered a letter agreement, if anydated the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative a Services Agreement, dated as of the date hereofhereof (the “Support Services Agreement”), with the SponsorLiberty Media Corporation, in substantially the form filed as Exhibit 10.8 to the Registration Statement Statement, and a Facilities Sharing Agreement, dated the date hereof (the “Administration Services Facilities Sharing Agreement”), pursuant to which the Company willwith Liberty Property Holdings, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial Inc. and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”)Liberty Media Corporation, in substantially the form filed as Exhibit 10.1 10.9 to the Registration Statement, pursuant to which the Company will pay to Liberty Media Corporation and Liberty Property Holdings, Inc. an aggregate monthly fee of $91,666 for office space and certain administrative and support services. The Underwriters have agreed to reserve a portion of the Units to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in each of the Statutory Prospectus and the Prospectus under the heading “Underwriters” (the “Directed Units Program”). The Units to be sold by the Underwriters pursuant to the Directed Units Program, at the direction of the Company, are referred to hereinafter as the “Directed Units.” Any Directed Units not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Artius II UTA Acquisition Inc.Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto agrees with Credit Suisse Securities (collectively, USA) LLC (the “UnderwritersUnderwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the Underwriter 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of 21 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one right redeemable warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business dayBusiness Day, the following business dayBusiness Day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-KDetachment Date”). If the Detachment Date is earlier than the 52nd day following the date of the Prospectus, and (c) the Company having issued will issue a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not Warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective as of dated the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of dated the Closing Date date hereof (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 3122, 2024 2021 (the “Securities Subscription Founder’s Purchase Agreement”), with UTA Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31In November 2021, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender our Sponsor surrendered an aggregate of 1,437,500 Founder Shares for no consideration consideration, thereby reducing the aggregate number of 1,437,500 Class B ordinary shares such thatFounder Shares outstanding to 5,750,000, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriter’s over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Sponsor Warrants Purchase Agreement, effective as of dated the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 10,000,000 warrants (including or up to 11,200,000 warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate each entitling the holder to purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a the “Private Placement ShareWarrants”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each), a “for $1.00 per Private Placement Right”) upon Warrant. The Private Placement Warrants are substantially similar to the consummation of an initial Business CombinationWarrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereofhereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an such affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professional, secretarial administrative and administrative support services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Acquisition Inc.Reinvent Technology Partners Z, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one right redeemable warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not Warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective as of dated the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of dated the Closing Date date hereof (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the CompanyWarrants. The Company will enter entered into a Contingent Rights Securities Subscription Agreement, effective as of the Closing Date dated October 7, 2020 (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Founder’s Purchase Agreement”), with Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Sponsor Warrants Purchase Agreement, effective as of dated the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 4,000,000 warrants (including if or up to 4,400,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $10.00 per unit, for an aggregate each entitling the holder to purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a the “Private Placement ShareWarrants”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each), a “for $1.50 per Private Placement Right”) upon Warrant. The Private Placement Warrants are substantially similar to the consummation of an initial Business CombinationWarrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered a letter agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement hereof (the “Administration Services AgreementInsider Letter”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees will cause nominees, in substantially the form filed as Exhibit 10.2 to be duly executed and delivered the Registration Statement. The Company issued a letter agreementnon-interest bearing, effective as unsecured promissory note for an aggregate amount of $300,000 to the Closing Date (the “Letter Agreement”), Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a Support Services Agreement, dated the date hereof (the “Support Services Agreement”), with Reinvent Capital LLC, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate annual fee of $625,000 for certain administrative and support services.

Introductory. Artius II Kismet Acquisition Inc.Three Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, 20,000,000 to issue and sell to the several Underwriters 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,750,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share shares (the “Class A Ordinary Shares”), one right to receive one tenth (1/10) and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Class A Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisitionshare reconstruction and amalgamation, share purchasecontractual control arrangement with, reorganization purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses involving the Companyor entities. The Company will enter has entered into an Investment Management Trust Agreement, effective dated as of the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Purchase Agreement, dated July 31September 21, 2024 2020 (the “Securities Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,687,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.003 per share (the “Founder Shares”). Up to 937,500 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 10.6 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 4,666,667 warrants (or up to 5,166,667 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class B ordinary shares, par value A Ordinary Share for $0.0001 11.50 per share, of the Company, for an aggregate purchase price of $25,000 subject to adjustment (including the Ordinary Shares issuable upon conversion thereof, the “Founder SharesPrivate Placement Warrants”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Forward Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Forward Purchase Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of 175,000 private placement $20,000,000 of units (including if which, at the Underwriters’ over-allotment option is exercised in fullof the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), at a price each unit consisting of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Class A Ordinary Share (each, a the “Private Placement ShareForward Purchase Shares”) and one right entitling the holder thereof to receive one tenth (1/10) one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share (eachfor $11.50 per share, a “Private Placement Right”) upon the consummation of an initial Business Combinationsubject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties theretoSponsor, in substantially the form filed as Exhibit 10.3 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, Warrants and the Class A Ordinary Shares underlying the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered a letter agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement hereof (the “Administration Services AgreementInsider Letter”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees will cause nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to be duly executed and delivered a letter agreementthe Registration Statement. The Company has entered into an Administrative Services Agreement, effective dated as of the Closing Date date hereof (the “Letter Administrative Services Agreement”), in substantially pursuant to which the form filed as Exhibit 10.1 Company will pay to the Registration StatementKismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Introductory. Artius II Revolution Acceleration Acquisition Inc.Corp II, a Cayman Islands exempted company Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the Underwriter 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share share, of the Company (the “Ordinary SharesClass A Share(s)”), one right to receive one tenth (1/10) and one-fourth of one Ordinary redeemable warrant, where each whole warrant entitles the holder thereof to purchase one Class A Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Class A Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not Warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective as of dated the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of dated the Closing Date date hereof (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31February 5, 2024 2021 (the “Securities Subscription Founder’s Purchase Agreement”), with RAAC Management II LLC, a Delaware limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 3,833,333 shares of Class B ordinary sharescommon stock, par value $0.0001 per share (the “Founder Shares”), and 5,750,000 shares of Class C common stock, par value $0.0001 per share, of the CompanyCompany (the “Alignment Shares”), for an aggregate purchase price of $25,000 (including the Ordinary 25,000. Up to 500,000 of Founder Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to and 750,000 of which Alignment Shares are subject to forfeiture to forfeiture, depending on the extent to which the Underwriters do not exercise their Underwriter’s over-allotment optionoption is exercised. The Founder Shares and the Alignment Shares are substantially similar to the Ordinary Class A Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Sponsor Warrants Purchase Agreement, effective as of dated the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 3,500,000 warrants (including or 3,875,000 warrants if the Underwriters’ Underwriter’s over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive purchase one tenth (1/10) of one Ordinary Class A Share (each, a the “Private Placement RightWarrants”) upon ), for a purchase price of $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the consummation of an initial Business CombinationWarrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Private Placement Warrants and the Class A Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares, the Alignment Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a Letter Agreement, dated the date hereof (the “Insider Letter”), by each of the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Support Services Agreement, dated as of the date hereofhereof (the “Support Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 20,000 for accounting, bookkeeping, certain office space, IT support, research, professional, secretarial administrative and administrative support services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Acquisition Inc.Subject to the terms and conditions contained herein, a Cayman Islands exempted company (the “Company”), Company proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units Underwriters 1,200,000 Units (the “Units”) consisting of the Company 1,200,000 shares of common stock (said units to be issued and sold by the Company being hereinafter called the “Firm SecuritiesCommon Stock”) and 1,200,000 redeemable warrants to purchase Common Stock (the “Warrants”). The Common Stock and Warrants shall be offered and sold together as Units and the Units will be traded on the American Stock Exchange. Until notice is given by the Company also proposes (“Notice of Separation”) to grant holders of the Units and to the American Stock Exchange at which time the Units will be deemed separated and the Common Stock and Warrants shall thereafter be traded only on a separate basis. The separation of the Units into shares of Common Stock and Warrants will occur upon the earlier of one year from the date of this Agreement or 30 days after such Notice of Separation is given. However, the Company shall not allow separation of the Units until the earlier to occur of 60 days immediately following the date of this Agreement or exercise by the Underwriters an of their entire overallotment option described below. For the purpose of this Agreement, references hereinafter to Units, Common Stock and Warrants shall sometimes be referred to as the “Securities” where appropriate. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representatives options to purchase up to 3,000,000 an additional 180,000 Units to cover over-allotments, if any (the “Optional Additional Securities”), which options to purchase shall be exercisable, in whole or in part, from time to time during the sixty (60) day period commencing on the date on which the Registration Statement (as set forth below. The Firm hereinafter defined) is initially declared effective (the “Effective Date”) by the Securities and the Optional Securities are herein collectively called Exchange Commission (the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “AgreementCommission”). Each Unit consists Warrant will entitle the holder to purchase one share of one Common Stock (a “Warrant Share”) at a price equal to 120% of the offering price of the Units during the four year exercise period of the Warrants, subject to the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one tenth (1/10) of one Ordinary Share (the “Rights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below)redemption. The Ordinary Shares and Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt Warrants may be redeemed by the Company commencing one year from the Effective Date of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares will be issued to holders of outstanding Ordinary Shares issued in connection with the sale of the Units hereunder that are outstanding after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below), and the distribution of Distributable Shares will occur substantially concurrently with the closing of an initial Business Combination Registration Statement upon the satisfaction or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)at least 30 days prior written notice, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held whole but not in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full)part, at a price of $10.00 0.10 per unit, Warrant provided the closing bid price for an aggregate purchase the Company’s Common Stock is at least 160% of the offering price of $1,750,000 the Units during each day of the twenty (including if 20) trading days immediately preceding the Underwriterdate of the Company’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (eachwritten notice of redemption; provided, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) that notice of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combinationany such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the Warrants shall be governed by a warrant agreement between the Company has entered into a Registration Rights Agreement, dated the date hereof and its transfer agent (the “Registration Rights Warrant Agreement”), with the Sponsor and the which Warrant Agreement will contain, among other parties theretoprovisions, in substantially the form filed as Exhibit 10.3 anti-dilution protection for warrantholders on terms acceptable to the Registration StatementRepresentatives. The Units, pursuant Common Stock, Warrants and Additional Securities are more fully described in the Prospectus referred to which below. All references to the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares)below shall be deemed to include, where appropriate, the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loansCompany’s subsidiaries, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Acquisition Inc.Reinvent Technology Partners Y, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 85,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 12,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-eighth of one right redeemable warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and terminating on the distribution five-year anniversary of Distributable Shares will occur substantially concurrently with the closing date of an the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not Warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective as of dated the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of dated the Closing Date date hereof (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the CompanyWarrants. The Company will enter entered into a Contingent Rights Securities Subscription Agreement, effective as of the Closing Date dated October 7, 2020 (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Founder’s Purchase Agreement”), with Reinvent Sponsor Y LLC, a Cayman Islands limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 2,875,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 25,000. On February 10, 2021, the Company effected a share recapitalization resulting in the Sponsor holding 24,437,500 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 3,187,500 of which are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Sponsor Warrants Purchase Agreement, effective as of dated the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 7,880,000 warrants (including if or up to 8,900,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $10.00 per unit, for an aggregate each entitling the holder to purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a the “Private Placement ShareWarrants”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each), a “for $2.50 per Private Placement Right”) upon Warrant. The Private Placement Warrants are substantially similar to the consummation of an initial Business CombinationWarrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered a letter agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement hereof (the “Administration Services AgreementInsider Letter”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees will cause nominees, in substantially the form filed as Exhibit 10.2 to be duly executed and delivered the Registration Statement. The Company issued a letter agreementnon-interest bearing, effective as unsecured promissory note for an aggregate amount of $300,000 to the Closing Date (the “Letter Agreement”), Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a Support Services Agreement, dated the date hereof (the “Support Services Agreement”), with Reinvent Capital LLC, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate annual fee of $1,875,000 for certain administrative and support services.

Introductory. Artius II World Quantum Growth Acquisition Inc.Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the Underwriter 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters Underwriter an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one right redeemable warrant, where each whole warrant entitles the holder, upon exercise, to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K 8‑K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter into a Rights Warrant Agreement, effective to be dated as of the Closing Date (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31March 15, 2024 2021 (the “Securities Subscription Founder’s Purchase Agreement”), with World Quantum Growth Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company, Company for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31July 22, 20242021, the Securities Purchase Agreement was amended (the “Amendment No. 1 Sponsor irrevocably surrendered 2,875,000 Founder Shares to the Securities Subscription Agreement”) to provide for the surrender for no consideration Company, resulting in an aggregate of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up Founder Shares outstanding. Up to 750,000 of which Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriter’s over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Warrants Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 8,500,000 warrants (including or up to 9,400,000 warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 1.00 per unitwarrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for an aggregate purchase price of $1,750,000 11.50 per share, subject to adjustment (including if the Underwriter’s over-allotment option is exercised) (“Private Placement UnitsWarrants”). Underlying each The Private Placement Unit is one Ordinary Share (eachWarrants are substantially similar to the Warrants included in the Units, a “Private Placement Share”) except as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered will enter into a Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. The Company has entered caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereofhereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 10.5 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Acquisition InterPrivate III Financial Partners Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, 20,000,000 to issue and sell to the several Underwriters 22,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,375,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of to this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary Common Shares”), one right to receive one tenth (1/10) and one-fifth of one Ordinary redeemable warrant, where each whole warrant entitles the holder to purchase one Common Share (the “Rights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLCeach, a Delaware limited liability company (our “SponsorWarrant”) of an equal number of Founder Shares (as defined below). The Ordinary Common Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Common Share at a price of $11.50 per share, subject to adjustment, thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and terminating on the distribution five-year anniversary of Distributable Shares will occur substantially concurrently with the closing date of an the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not Warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Business Combination Marketing Agreement, dated the date hereof (the “Business Combination Marketing Agreement”), with the Representatives in substantially the form filed as Exhibit 1.2 to the Registration Statement, pursuant to which the Company will enter pay to the Representatives a cash fee for such services upon the consummation of the Company’s Business Combination in an amount equal to 3.5% of the gross proceeds of the Offering. The Company has entered into an Investment Management Trust Agreement, effective as of dated the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of dated the Closing Date date hereof (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Warrants included in the Private Placement Units with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and Warrants included in the Private Placement Rights and any other rights that may be issued by the CompanyUnits. The Company will enter entered into a Contingent Rights Securities Subscription Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereofJanuary 13, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 2021 (the “Securities Founder Shares Subscription Agreement”), with InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 5,750,000 shares of Class B ordinary sharescommon stock, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Common Shares issuable upon conversion thereof, the “Founder Shares”). On October 31February 4, 20242021, the Securities Purchase Agreement was amended (the “Amendment No. 1 Company transferred an aggregate of 120,000 Founder Shares to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such thatits independent director nominees, which resulted in the aggregateSponsor holding 5,630,000 Founder Shares. On March 4, our sponsor owns 5,750,000 Class B ordinary shares2021, up to 750,000 the Company undertook a stock split which resulted in there being an aggregate of 6,468,750 Founder Shares outstanding, 843,750 of which are subject to forfeiture to by the Sponsor depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Common Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Private Placement Units Purchase Agreement, effective as of dated the date hereof (the “Private Placement Sponsor Units Purchase Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement 525,000 units (including if or up to 577,500 units depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price each unit consisting of $10.00 per unitone Common Share and one-fifth of one Warrant (the “Sponsor Private Placement Units”). The Private Placement Units are identical to the Units, for except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an Underwriter Private Placement Units Purchase Agreement, dated the date hereof (the “EBC Units Subscription Agreement”), with EarlyBirdCapital, Inc., in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which EarlyBirdCapital, Inc. agreed to purchase an aggregate purchase price of $1,750,000 100,000 units (including if or up to 115,000 units depending on the Underwriter’s extent to which the Underwriters’ over-allotment option is exercised) ), each unit consisting of one Common Share and one-fifth of one Warrant (the “EBC Private Placement Units” and together with the Sponsor Private Placement Units, the “Private Placement Units”). Underlying each The EBC Private Placement Unit is one Ordinary Share (eachUnits are identical to the Units, a “Private Placement Share”) except as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor Sponsor, EarlyBirdCapital, Inc. and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares 200,000 Common shares issues to EarlyBirdCapital, Inc. on February 28, 2021 (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary “Representative Shares”), the Private Placement Units, and the Common Shares underlying the Founder Shares, the Common Shares included as part of the Private Placement Rights, Units and the Common Shares underlying the warrants included as part of the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Units that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered a letter agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement hereof (the “Administration Services AgreementInsider Letter”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”)nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative Services Agreement, dated the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Company will pay to the Sponsor a fee of up to $10,000 per month for office space, utilities and administrative and support services.

Introductory. Artius II Cerberus Telecom Acquisition Inc.Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, 20,000,000 to issue and sell to the several Underwriters 25,000,000 units (the “UnitsUnit(s)”) of the Company (said units Units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as Underwriter, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of 21 to this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one right redeemable warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not Warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Warrant Agreement, effective to be dated as of the Closing Date (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Warrants included in the Private Placement Units with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Warrants included in the Private Placement Rights and any other rights that may be issued by the CompanyUnits. The Company will enter entered into a Contingent Rights Securities Subscription Agreement, effective as of the Closing Date dated September 10, 2020 (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Founder’s Purchase Agreement”), with Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 25,000, 2,875,000 and 1,437,500 of which were surrendered by the Sponsor on October 16, 2020 and October 21, 2020, respectively, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 937,500 of which are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Unit Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement 800,000 units (including if or up to 875,000 units depending on the extent to which the Underwriters’ over-allotment option is exercised in full), at exercised) for a purchase price of $10.00 per unit, for an aggregate purchase price of $1,750,000 unit (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each The Private Placement Unit is one Ordinary Share (eachUnits are substantially similar to the Offered Securities, a “Private Placement Share”) except as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered will enter into a Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares Private Placement Units (including any Ordinary Shares or other equivalent equity security and warrants included in such Private Placement Units and any Ordinary Shares issued or issuable upon the conversion exercise of any of such warrants), the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities units that may be issued upon conversion of certain working capital loans, if any. The Company has entered will cause to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of up to the equivalent amount by the Sponsor to the Company from time to time. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2021 or the Closing Date. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereofClosing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 10.5 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject will pay to the terms of the Administration Services AgreementSponsor, pay to or an affiliate of thereof, as determined by the Sponsor an aggregate Sponsor, a monthly fee of $25,000 10,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial certain administrative and administrative support services. The CompanyCompany will enter into a Master Consulting and Advisory Services Agreement, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective dated as of the Closing Date (the “Letter COAC Services Agreement”), with Cerberus Operations and Advisory Company, LLC (“COAC”), in substantially the form filed as Exhibit 10.1 10.9 to the Registration Statement, pursuant to which the Company will be entitled to fees and/or will reimburse COAC for certain allocable compensation costs, and reimbursement for any out-of-pocket expenses, to the extent that members of COAC provide services to the Company before the initial Business Combination. The Company will enter into a Master Consulting and Advisory Services Agreement, to be dated as of the Closing Date (the “CTS Services Agreement”), with Cerberus Technology Solutions, LLC (“CTS”), in substantially the form filed as Exhibit 10.10 to the Registration Statement, pursuant to which the Company will be entitled to fees and/or will reimburse CTS for certain allocable compensation costs, and reimbursement for any out-of-pocket expenses, to the extent that members of CTS provide services to the Company before the initial Business Combination.

Introductory. Artius II Kismet Acquisition Inc.One Corp, a Cayman business company with limited liability incorporated in the British Virgin Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, 20,000,000 to issue and sell to the several Underwriters 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,750,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share shares (the “Ordinary Shares”), and one-half of one right warrant, where each whole warrant entitles the holder, upon exercise, to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisitionshare reconstruction and amalgamation, share purchasecontractual control arrangement with, reorganization purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses involving the Companyor entities. The Company will enter into an Investment Management Trust Agreement, effective to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.5 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter into a Rights Warrant Agreement, effective to be dated as of the Closing Date (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Purchase Agreement, dated July 31June 8, 2024 2020 (the “Securities Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 6,250,000 Ordinary Shares for a total subscription price of $25,000, or approximately $0.004 per share (the “Founder Shares”). On July 15, 2020, the Company effected a share split resulting in the Sponsor holding an aggregate of 7,687,500 Ordinary Shares. Up to 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 Class B ordinary shares6,750,000 warrants (or up to 7,500,000 warrants if the over-allotment option is exercised in full), par value at a price of $0.0001 1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, of the Company, for an aggregate purchase price of $25,000 subject to adjustment (including the Ordinary Shares issuable upon conversion thereof, the “Founder SharesPrivate Placement Warrants”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Forward Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Forward Purchase Agreement”), with [the Sponsor Sponsor], in substantially the form filed as Exhibit 10.4 10.10 to the Registration Statement, pursuant to which [the Sponsor Sponsor] agreed to purchase purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of 175,000 private placement $20,000,000 of units (including if the Underwriters’ over-allotment option is exercised in full“Forward Purchase Securities”), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) unit consisting of one Ordinary Share (each, a the “Private Placement RightForward Purchase Shares”) upon and one-half of one warrant (the consummation of an initial Business Combination“Forward Purchase Warrants”) to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered will enter into a Registration Rights Agreement, to be dated as of the date hereof Closing Date (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.6 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, Warrants and the Ordinary Shares underlying the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered a letter agreement, to be dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement Closing Date (the “Administration Services AgreementInsider Letter”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees nominees, in substantially the forms filed as Exhibit 10.3 and Exhibit 10.4, respectively, to the Registration Statement. The Company will cause enter into an Administrative Services Agreement, to be duly executed and delivered a letter agreement, effective dated as of the Closing Date (the “Letter Administrative Services Agreement”), in substantially pursuant to which the form filed as Exhibit 10.1 Company will pay to the Registration Statement[●] an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Introductory. Artius II Avista Public Acquisition Inc.Corp. II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 20,000,000 units (the “Units”) of the Company (said units Units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one right redeemable warrant, where each whole warrant entitles the holder, upon exercise, to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (), unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and terminating on the distribution five-year anniversary of Distributable Shares will occur substantially concurrently with the closing date of an the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation (as defined below); provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective dated as of the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31February 12, 2024 2021 (the “Securities Subscription Founder’s Purchase Agreement”), with Avista Acquisition L▇ ▇▇, a Cayman Islands exempted limited partnership (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, Company for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up Up to 750,000 of which Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 7,333,333 warrants (or up to 8,233,333 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Forward Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Forward Purchase Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 10,000,000 Ordinary Shares (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for “Forward Purchase Shares”) plus an aggregate purchase price of $1,750,000 3,333,333 Warrants (including if the Underwriter’s over-allotment option is exercised) (“Private Placement UnitsForward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”). Underlying each Private Placement Unit is one Ordinary Share (eachThe Forward Purchase Warrants are substantially similar to the Warrants included in the Units, a “Private Placement Share”) except as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered into a Registration and Shareholder Rights Agreement, dated as of the date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof (each an “Insider Letter” and, together, the “Insider Letters”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereofhereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 10.5 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Z▇▇▇▇▇ Energy Transition Acquisition Inc.Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 35,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 5,250,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesCommon Stock”), one right to receive one tenth (1/10) and one-third of one Ordinary Share warrant, where each whole warrant entitles the holder, upon exercise, to purchase one share of Common Stock (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares shares of Common Stock and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative Citigroup Global Markets Inc. informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), and the distribution of Distributable Shares will occur substantially concurrently with the closing of an initial Business Combination upon the satisfaction or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective dated as of the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the RightsWarrants, the Forward Purchase Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31March 12, 2024 2021 (the “Securities Founder’s Purchase Agreement”), with ZETA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 10,062,500 shares of Class B common stock, par value $0.0001 per share, of the Company (including the shares of Common Stock issuable upon conversion thereof, the “Founder Shares”) for an aggregate purchase price of $25,000. In [__] 2021, the Sponsor transferred an aggregate of 120,000 Founder Shares to K▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P▇▇▇ ▇. ▇▇▇▇▇▇▇ and B▇▇▇▇▇▇▇ ▇. ▇▇▇▇, the Company’s independent directors, resulting in the Sponsor holding an aggregate of 9,942,500 Founder Shares. Up to 1,312,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 10.6 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 Class B ordinary shares9,500,000 warrants (or up to 10,550,000 warrants if the over-allotment option is exercised in full), par value $0.0001 per share, of the Company, for an aggregate purchase at a price of $25,000 1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one whole share of Common Stock at $11.50 per share (including the Ordinary Shares issuable upon conversion thereof, the “Founder SharesPrivate Placement Warrants”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Forward Purchase Agreement, effective dated as of the date hereof hereof, with ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (the “Private Placement Units Purchase AgreementZ▇▇▇▇▇ Entity”), with the Sponsor in substantially the form filed as Exhibit 10.4 10.9 to the Registration StatementStatement (the “Z▇▇▇▇▇ Forward Purchase Agreement”), pursuant to which the Sponsor Z▇▇▇▇▇ Entity agreed to purchase an $100,000,000 of units, with each unit consisting of one share of Common Stock, 10,000,000 shares of Common Stock in the aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full“Z▇▇▇▇▇ Forward Purchase Shares”), and one-third of one warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Z▇▇▇▇▇ Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the Business Combination. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof, with Bluescape Resources Company LLC, a Delaware limited liability company (“Bluescape”, and together with the Z▇▇▇▇▇ Entity, the “Forward Purchase Parties”), in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “Bluescape Forward Purchase Agreement” and, together with the Z▇▇▇▇▇ Forward Purchase Agreement, the “Forward Purchase Agreements”), pursuant to which Bluescape agreed to purchase up to $100,000,000 of units, with each unit consisting of one share of Common Stock, 10,000,000 shares of Common Stock in the aggregate (the “Bluescape Forward Purchase Shares” and, together with the Z▇▇▇▇▇ Forward Purchase Shares, the “Forward Purchase Shares”), and one-third of one warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Bluescape Forward Purchase Warrants” and, together with the Z▇▇▇▇▇ Forward Purchase Warrants, the “Forward Purchase Warrants”), for an aggregate a purchase price of $1,750,000 (including if 10.00 per unit, in a private placement to occur concurrently with the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling closing of the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares)Private Placement Warrants, the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities warrants that may be issued upon conversion of certain working capital loans, if any, and the shares of Common Stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares. Pursuant to each of the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares and the shares of Common Stock underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers and directors, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereofhereof (the “Administrative Services Agreement”), with the SponsorZ▇▇▇▇▇ Partners, LP, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor Z▇▇▇▇▇ Partners, LP an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professional, utilities and secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statementsupport.

Introductory. Artius II Cascade Acquisition Inc.Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, to issue and sell to the several Underwriters 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company such Units being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units to cover over-allotments, if any allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesCommon Stock”), one right to receive one tenth (1/10) and one-half of one Ordinary Share redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares shares of Common Stock and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares will be issued Each whole Warrant entitles its holder, upon exercise, to holders purchase one share of outstanding Ordinary Shares issued in connection with Common Stock at a price of $11.50 per share, subject to adjustment, during the sale period commencing on the later of 30 days after the completion of the Units hereunder that are outstanding after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and 12 months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation (as defined below); provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a fractional Warrant may not be separately transferableexercised, assignable or saleable, and will not so that only a whole number of Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Companyor entities. The Company will enter has entered into an Investment Management Trust Agreement, effective dated as of the Closing Date (the “Trust Agreement”)date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.2 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Units Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the CompanyWarrants. The Company will enter has entered into a Contingent Rights Securities Subscription Agreement, effective dated as of the Closing Date August 24, 2020 (the “Contingent Rights Founder’s Purchase Agreement”), with Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. On October 6, 2020, the Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the remaining 5,750,000 Founder Shares, up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 4.5 10.3 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 Statement (the “Securities Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 Class B ordinary shares6,000,000 Warrants (or up to 6,600,000 Warrants if the over-allotment option is exercised in full), par value $0.0001 per share, each entitling the holder to purchase one share of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended Common Stock (the “Amendment No. 1 to the Securities Subscription AgreementPrivate Placement Warrants”) to provide ), for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option$1.00 per Private Placement Warrant. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Registration and Stockholder Rights Agreement, effective dated as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”)hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.2 to the Registration StatementStatement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon Private Placement Warrants and the conversion shares of any of Common Stock underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”)nominees, in substantially the form forms filed as Exhibit 10.1 Exhibits 10.7 and 10.8 to the Registration StatementStatement (each an “Insider Letter”, and together, the “Insider Letters”).

Introductory. Artius II Z▇▇▇▇▇ Energy Transition Acquisition Inc.Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 4,500,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesCommon Stock”), one right to receive one tenth (1/10) and one-third of one Ordinary Share warrant, where each whole warrant entitles the holder, upon exercise, to purchase one share of Common Stock (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares shares of Common Stock and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative Citigroup Global Markets Inc. informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), and the distribution of Distributable Shares will occur substantially concurrently with the closing of an initial Business Combination upon the satisfaction or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective dated as of the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereofhereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the RightsWarrants, the Forward Purchase Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31March 12, 2024 2021 (the “Securities Founder’s Purchase Agreement”), with ZETA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 10,062,500 shares of Class B common stock, par value $0.0001 per share, of the Company (including the shares of Common Stock issuable upon conversion thereof, the “Founder Shares”) for an aggregate purchase price of $25,000. In April 2021, the Sponsor transferred an aggregate of 120,000 Founder Shares to K▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P▇▇▇ ▇. ▇▇▇▇▇▇▇ and B▇▇▇▇▇▇▇ ▇. ▇▇▇▇, the Company’s independent directors, resulting in the Sponsor holding an aggregate of 9,942,500 Founder Shares. On June 4, 2021, the Sponsor surrendered 1,437,500 Founder Shares to the Company for no consideration, resulting in the Sponsor owning 8,505,000 Founder Shares and increasing the approximate price paid per Founder Share to $0.003. Up to 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company entered into a Private Placement Warrants Purchase Agreement, dated as of May 6, 2021 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 10.6 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 Class B ordinary shares9,500,000 warrants (or up to 10,550,000 warrants if the over-allotment option is exercised in full), par value $0.0001 per share, of the Company, for an aggregate purchase at a price of $25,000 1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one whole share of Common Stock at $11.50 per share (including the Ordinary Shares issuable upon conversion thereof, the “Founder SharesPrivate Placement Warrants”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Forward Purchase Agreement, effective dated as of the date hereof hereof, with ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (the “Private Placement Units Purchase AgreementZ▇▇▇▇▇ Entity”), with the Sponsor in substantially the form filed as Exhibit 10.4 10.9 to the Registration StatementStatement (the “Z▇▇▇▇▇ Forward Purchase Agreement”), pursuant to which the Sponsor Z▇▇▇▇▇ Entity agreed to purchase an $100,000,000 of units, with each unit consisting of one share of Common Stock, 10,000,000 shares of Common Stock in the aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full“Z▇▇▇▇▇ Forward Purchase Shares”), and one-third of one warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Z▇▇▇▇▇ Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the Business Combination. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof, with Bluescape Resources Company LLC, a Delaware limited liability company (“Bluescape”, and together with the Z▇▇▇▇▇ Entity, the “Forward Purchase Parties”), in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “Bluescape Forward Purchase Agreement” and, together with the Z▇▇▇▇▇ Forward Purchase Agreement, the “Forward Purchase Agreements”), pursuant to which Bluescape agreed to purchase up to $100,000,000 of units, with each unit consisting of one share of Common Stock, 10,000,000 shares of Common Stock in the aggregate (the “Bluescape Forward Purchase Shares” and, together with the Z▇▇▇▇▇ Forward Purchase Shares, the “Forward Purchase Shares”), and one-third of one warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Bluescape Forward Purchase Warrants” and, together with the Z▇▇▇▇▇ Forward Purchase Warrants, the “Forward Purchase Warrants”), for an aggregate a purchase price of $1,750,000 (including if 10.00 per unit, in a private placement to occur concurrently with the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling closing of the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares)Private Placement Warrants, the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities warrants that may be issued upon conversion of certain working capital loans, if any, and the shares of Common Stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares. Pursuant to each of the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares and the shares of Common Stock underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers and directors, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereofhereof (the “Administrative Services Agreement”), with the SponsorZ▇▇▇▇▇ Partners, LP, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor Z▇▇▇▇▇ Partners, LP an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professional, utilities and secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statementsupport.

Introductory. Artius II Jaws Acquisition Inc.Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 50,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 7,500,000 additional Units to cover over-allotments, if any (the “Optional Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one right redeemable warrant, where each whole warrant entitling the holder, upon exercise, to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a Warrant may not be separately transferableexercised for a fractional share, assignable or saleable, and will not so that only whole Warrants may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Option Securities, if and when issued. The Company will enter into a Rights Warrant Agreement, effective to be dated as of the Closing Date (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, redemption and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31February 4, 2024 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with Jaws Sponsor LLC, a Delaware limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company, Company for an aggregate purchase price of $25,000 25,000. On April 24, 2020 and May [●], 2020, the Company effected share capitalizations resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 all of which are held by the Sponsor. Up to 1,875,000 Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Warrants Purchase Agreement, effective dated as of the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 8,000,000 warrants (including or up to 9,000,000 warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 1.50 per unitwarrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for an aggregate purchase price of $1,750,000 11.50 per share, subject to adjustment (including if the Underwriter’s over-allotment option is exercised) (“Private Placement UnitsWarrants”). Underlying each The Private Placement Unit is one Ordinary Share (eachWarrants are substantially similar to the Warrants included in the Units, a “Private Placement Share”) except as described in the Registration Statement, the Statutory Prospectus and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business CombinationProspectus. The Company has entered will enter into a Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor [and the other parties thereto], in substantially the form filed as Exhibit 10.3 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, Warrants and certain securities warrants that may be issued upon conversion of certain working capital loans, if any. The Company has entered caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereofClosing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 10.5 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 10,000 for accounting, bookkeeping, certain office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Hony Capital Acquisition Inc.Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativeRepresentatives”) are acting as representativerepresentatives, 20,000,000 to issue and sell to the several Underwriters 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one right redeemable warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report current report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down Liquidation; provided, however, that pursuant to the nearest Warrant Agreement (as defined below), only a whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not warrant may be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrumentexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreementinvestment management trust agreement, effective as of dated the Closing Date date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Agreementwarrant agreement, effective as of dated the Closing Date date hereof (the “Rights Warrant Agreement”), dated with respect to the Warrants and the Private Placement Warrants with CST, as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription purchase agreement, dated July 31February 11, 2024 2021 (the “Securities Founder’s Purchase Agreement”), with Hony Capital Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company (“Founder Shares”), up to 1,125,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised for an aggregate purchase price of $25,000. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a private placement warrants purchase agreement, dated the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 10.4 to the Registration Statement, pursuant to which the Sponsor purchased agreed to purchase an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of 8,000,000 warrants (or up to 8,900,000 warrants depending on the Company, for an aggregate purchase extent to which the Underwriters’ over-allotment option is exercised) at a price of $25,000 (including 1.00 per Private Placement Warrant, each entitling the holder, upon exercise, to purchase one Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended Share (the “Amendment No. 1 to the Securities Subscription AgreementPrivate Placement Warrants”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option$11.50 per share. The Founder Shares Private Placement Warrants are substantially similar to the Ordinary Shares Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreementregistration rights agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has entered caused to be duly executed and delivered a letter agreement, dated the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement. The Company will enter into an Administrative Services Agreementadministrative services agreement, to be dated as of the date hereofClosing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”)Statement, pursuant to which the Company will, subject to the terms of the Administration Services Agreement, will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $25,000 10,000 for accounting, bookkeeping, office space, IT support, research, professionalutilities, secretarial and administrative support services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Trepont Acquisition Inc.Corp I, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Underwritten Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Option Securities”), ) as set forth below. The Firm Underwritten Securities and the Optional Option Securities are herein collectively called the “Offered Securities.” ”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 23 of this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one right redeemable warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a fractional Warrant may not be separately transferableexercised, assignable or saleable, and will not so that only a whole warrant may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”)date hereof, with Continental Stock Transfer & Trust Company (“CST”)Company, as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account at ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Underwritten Securities and the Optional Option Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of the Closing Date (date hereof with respect to the “Rights Agreement”)Warrants and the Private Placement Warrants with Continental Stock Transfer & Trust Company, dated as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31as of [l], 2024 2020 (the “Securities Subscription Founder’s Purchase Agreement”), with Trepont Acquisition I, LLC, a Delaware limited liability company (the “Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), and 1,437,500 of such Founder Shares were forfeited on November 16, 2020, resulting in 5,750,000 Founder Shares remaining outstanding. On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up Up to 750,000 of which Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 8,000,000 warrants (including or up to 8,900,000 warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate each entitling the holder to purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a the “Private Placement ShareWarrants”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each), a “for $1.00 per Private Placement Right”) upon Warrant. The Private Placement Warrants are substantially similar to the consummation of an initial Business CombinationWarrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”)as of [l], 2020, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration StatementStatement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans. The Company has caused to be duly executed and delivered a letter agreement, if anydated as of [l], 2020, by and among the Sponsor and each of the Company’s officers, directors and director nominees in the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, Agreement with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Administrative Services Agreement”), pursuant to which the Company will, subject to will pay the terms of the Administration Services Agreement, pay to Sponsor (or an affiliate of the Sponsor an aggregate monthly fee of thereof) up to $25,000 10,000 per month for accounting, bookkeeping, office space, IT support, research, professionalutilities, secretarial and administrative services. The Company, the Sponsor and each support services provided to management of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Acquisition Inc.Subject to the terms and conditions contained herein, a Cayman Islands exempted company (the “Company”), Company proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you Underwriters 1,500,000 Units (the “Representative”"Units") are acting as representative, 20,000,000 units consisting of 1,500,000 shares of common stock (the “Units”"Common Stock") of and 1,500,000 redeemable warrants to purchase Common Stock (the "Warrants"). The Common Stock and Warrants shall be offered and sold together as Units and the Units will be traded on Nasdaq or the American Stock Exchange. Until notice is given by the Company (said units "Notice of Separation") to holders of the Units and to Nasdaq or the American Stock Exchange at which time the Units will be issued deemed separated and sold the Common Stock and Warrants shall thereafter be traded only on a separate basis. The separation of the Units into shares of Common Stock and Warrants will occur upon the earlier of 180 days from the date of this Agreement or 30 days after such Notice of Separation is given. However, the Company shall not allow separation of the Units until the earlier to occur of 60 days immediately following the date of this Agreement or exercise by the Underwriters of their entire overallotment option described below. For the purpose of this Agreement, references hereinafter to Units, Common Stock and Warrants shall sometimes be referred to as the "Securities" where appropriate. In addition, solely for the purpose of covering over-allotments, the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant grants to the Underwriters an option Representative options to purchase up to 3,000,000 an additional 225,000 Units to cover over-allotments, if any (the “Optional "Additional Securities”"), which options to purchase shall be exercisable, in whole or in part, from time to time during the 60 day period commencing on the date on which the Registration Statement (as set forth below. The Firm hereinafter defined) is initially declared effective (the "Effective Date") by the Securities and Exchange Commission (the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”"Commission"). Each Unit consists Warrant will entitle the holder to purchase one share of one Common Stock (a "Warrant Share") at a price equal to 115% of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one tenth (1/10) offering price of one Ordinary Share (the “Rights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights included in the Units will not trade separately until during the 52nd day following the date five year exercise period of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading)Warrants, subject to (a) the Company’s preparation 's right of an audited balance sheet reflecting the receipt redemption. The Warrants may be redeemed by the Company commencing 180 days from the Effective Date of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares will be issued to holders of outstanding Ordinary Shares issued in connection with the sale of the Units hereunder that are outstanding after the Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below), and the distribution of Distributable Shares will occur substantially concurrently with the closing of an initial Business Combination Registration Statement upon the satisfaction or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, will not be separately transferable, assignable or saleable, and will not be evidenced by any certificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)at least 30 days prior written notice, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held whole but not in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full)part, at a price of $10.00 0.25 per unit, Warrant provided the closing bid price for an aggregate purchase the Company's Common Stock is at least 160% of the offering price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying Units during each Private Placement Unit is one Ordinary Share (eachday of the 20 trading days immediately preceding the date of the Company's written notice of redemption; provided, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) that notice of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combinationany such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the Warrants shall be governed by a warrant agreement between the Company has entered into a Registration Rights Agreement, dated the date hereof and its transfer agent (the “Registration Rights "Warrant Agreement”"), with the Sponsor and the which Warrant Agreement will contain, among other parties theretoprovisions, in substantially the form filed as Exhibit 10.3 anti-dilution protection for warrantholders on terms acceptable to the Registration StatementRepresentative. The Units, pursuant Common Stock, Warrants and Additional Securities are more fully described in the Prospectus referred to which below. All references to the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares)below shall be deemed to include, where appropriate, the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loansCompany's subsidiaries, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Artius II Silver Spike Acquisition Inc.Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 to issue and sell to the several Underwriters 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Optional Securities”), ) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” ”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one right redeemable warrant, where each whole warrant entitles the holder to receive one tenth (1/10) of purchase one Ordinary Share (the “RightsWarrant(s)”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Rights Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. The Distributable Shares No fractional Warrants will be issued to holders of outstanding Ordinary Shares issued in connection with the sale upon separation of the Units hereunder that are outstanding Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of thirty (30) days after the Company redeems Ordinary Shares that completion of the holders thereof have elected to redeem in connection with an Company’s initial Business Combination (as defined below), ) and twelve (12) months from the distribution date of Distributable Shares will occur substantially concurrently with the closing consummation of an the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon the satisfaction redemption or waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down liquidation; provided, however, that pursuant to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary SharesWarrant Agreement (as defined below), will a fractional Warrant may not be separately transferableexercised, assignable or saleable, and will not so that only a whole warrant may be evidenced exercised at any given time by any certificate or instrumenta holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter has entered into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”)[·], with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 10.3 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which proceeds from the sale of the Private Placement Units Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter has entered into a Rights Warrant Agreement, effective as of [·], with respect to the Closing Date (Warrants and the “Rights Agreement”)Private Placement Warrants with CST, dated as of the date hereofwarrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as rights warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Warrants and the Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent RightsWarrants. The Company has entered into a securities subscription agreementSecurities Subscription Agreement, dated July 31as of June 11, 2024 2019 (the “Securities Subscription Founder’s Purchase Agreement”), with the Silver Spike Sponsor, in substantially LLC, a Delaware limited liability company (the form filed as Exhibit 10.7 to the Registration Statement“Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 Up to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which 937,500 Founder Shares are subject to forfeiture to depending on the extent to which the Underwriters do not exercise their Underwriters’ over-allotment optionoption is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Sponsor Warrants Purchase Agreement, effective as of the date hereof [·] (the “Private Placement Units Purchase Warrant Subscription Agreement”), with the Sponsor Sponsor, in substantially the form filed as Exhibit 10.4 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units 7,000,000 warrants (including or up to 7,750,000 warrants if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate each entitling the holder to purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a the “Private Placement ShareWarrants”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each), a “for $1.00 per Private Placement Right”) upon Warrant. The Private Placement Warrants are substantially similar to the consummation of an initial Business CombinationWarrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”)as of [·], with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 10.4 to the Registration StatementStatement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Private Placement Warrants and the Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of underlying the Founder Shares or exercisable for Ordinary Shares), and the Private Placement Units, Warrants and the warrants (which will be substantially similar to the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreementcaused to be duly executed and delivered a letter agreement, dated as of the date hereof[·], with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial by and administrative services. The Company, among the Sponsor and each of the Company’s officers, directors directors, and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”)nominees, in substantially the form filed as Exhibit 10.1 10.2 to the Registration StatementStatement (the “Insider Letter”).