REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among A SPAC II Acquisition Corp., a British Virgin Islands business company (the “Company”), A SPAC II (Holdings) Corp., a British Virgin Islands business company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
18,500,000 Units A SPAC II Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York
The undersigned, A SPAC II Acquisition Corp., a company incorporated as a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2022. Between: Whereas:Indemnity Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • Virgin Islands
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENTWarrant Agreement • April 18th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [l], 2022, is by and between A SPAC II Acquisition Corp., a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
RIGHTS AGREEMENTRights Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [l], 2022 between A SPAC II Acquisition Corp., a British Virgin Islands business company, with offices at 289 Beach Road, #03-01, Singapore 199552 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).
A SPAC II Acquisition Corp. Singapore 199552 Maxim Group LLC New York, NY 10174SPAC II Acquisition Corp. • March 28th, 2022 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between A SPAC II Acquisition Corp., a British Virgin Islands business company (the “Company”), and Maxim Group, LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, no par value (the “Ordinary Shares”), one-half of one redeemable warrant (the “Warrants”) and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [●], 2022, by and between A SPAC II Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 289 Beach Road, #03-01, Singapore 199552, and A SPAC II (Holdings) Corp., a British Virgin Islands business company (the “Purchaser”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [•], 2022 (“Agreement”), by and among A SPAC II Acquisition Corp., a British Virgin Islands company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks
WHEREAS, on June 28, 2021 the Company issued to its sponsor, A SPAC II (Holdings) Corp. 5,750,000 Class B ordinary shares (the “Shares”) of the Company for an aggregate purchase price of $25,000, or approximately $0.004 per share;
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between A SPAC II Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver $[•] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of Public Shareholders who have properly elected to have their Ordinary Shares that were sold by the Company in the IPO (the “Public Shares”) redeemed by the Company as described below. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
