Aries II Acquisition Corp Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 30th, 2021 • Aries 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 Aries II Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Aries II Acquisition Partners Ltd., a Cayman Islands exempted company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).

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13,000,000 Units Aries II Acquisition Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • December 30th, 2021 • Aries II Acquisition Corp • Blank checks • Delaware

Aries II Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), 13,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,950,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certa

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • December 30th, 2021 • Aries II Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Aries II Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Aries II Acquisition Partners, Ltd., a Cayman Islands exempted company (the “Purchaser”).

WARRANT AGREEMENT
Warrant Agreement • December 30th, 2021 • Aries II Acquisition Corp • Blank checks • New York

This agreement (“Agreement”) is made as of [●], 2022 between Aries II Acquisition Corporation, a Cayman Islands exempted company, with offices at 23 Lime Tree Bay, P.O. Box 1569, Grand Cayman, Cayman Islands, KY-1110 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • December 30th, 2021 • Aries II Acquisition Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2022, by and between ARIES II ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 30th, 2021 • Aries II Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Aries II Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Aries II Acquisition Corporation Grand Cayman, Cayman Islands KY-1110
Letter Agreement • December 30th, 2021 • Aries II Acquisition Corp • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Aries II Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Oppenheimer & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,950,000 of the Company’s units (including up to 1,950,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined b

Aries II Acquisition Corporation 23 Lime Tree Bay, PO Box 1569 Grand Cayman, Cayman Islands KY-1110
Aries II Acquisition Corp • December 30th, 2021 • Blank checks • New York

WHEREAS, on July 2, 2021, Aries II Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”), accepted the offer made by Aries II Acquisition Partners, Ltd., a Cayman Islands exempted company (“Subscriber” or “you”), to purchase 4,312,000 Class B ordinary shares (the “Initial Shares”) of the Company, par value $0.0001 per share (the “Original Subscription Agreement”), up to 562,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).

ARIES II ACQUISITION CORPORATION Grand Cayman, Cayman Islands, KY-1110
Letter Agreement • December 30th, 2021 • Aries II Acquisition Corp • Blank checks • New York

This letter agreement (this “Agreement”) by and between Aries II Acquisition Corporation (the “Company”) and Aries II Acquisition Partners, Ltd. (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market, LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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