Artius II Acquisition Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2024, is made and entered into by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”) and Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement shall be referred to as a “Holder,” and collectively, “Holders.”

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20,000,000 Units Artius II Acquisition Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks • New York
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ARTIUS II ACQUISITION INC.
Securities Subscription Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks • New York

Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Artius II Acquisition Partners LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 7,187,500 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shar

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FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • August 20th, 2024 • Artius II Acquisition Inc. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made , 2024, by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____, 2024 by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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RIGHTS AGREEMENT
Rights Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 20th, 2024 • Artius II Acquisition Inc. • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____, 2024 by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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Artius II Acquisition Inc. 3 Columbus Circle, 15th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), one right to receive one tenth (1/10) of one Class A Ordinary Share (each, a “Right”) and one Contingent Right (as defined below). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333- ) and prospectus (the “Prospectus”) filed b

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 12, 2025, is made and entered into by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”) and Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement shall be referred to as a “Holder,” and collectively, “Holders.”

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 12, 2025 by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made , 2024, by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made , 2025, by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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RIGHTS AGREEMENT
Rights Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of February 12, 2025 between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).

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Artius II Acquisition Inc. 3 Columbus Circle, 15th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • January 29th, 2025 • Artius II Acquisition Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), one right to receive one tenth (1/10) of one Class A Ordinary Share (each, a “Right”) and one Contingent Right (as defined below). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-283020) and prospectus (the “Prospectus”) fi

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February 12, 2025 Artius II Acquisition Inc. 3 Columbus Circle, 15th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), one right to receive one-tenth (1/10) of one Class A Ordinary Share (each, a “Right”) and one Contingent Right (as defined below). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-283020) and prospectus (the “Prospectus”) fi

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • January 29th, 2025 • Artius II Acquisition Inc. • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _____, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Purchaser”).

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20,000,000 Units Artius II Acquisition Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks • New York
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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _____, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Purchaser”).

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CONTINGENT RIGHTS AGREEMENT
Contingent Rights Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks • New York

This Contingent Rights Agreement (this “Agreement”) is made effective as of ____, 2024 by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).

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CONTINGENT RIGHTS AGREEMENT
Contingent Rights Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks • New York

This Contingent Rights Agreement (this “Agreement”) is made effective as of February 12, 2025 by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).

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Santander US Capital Markets LLC
Underwriting Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks
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Artius II Acquisition Inc. 3 Columbus Circle, Suite 1609 New York, New York 10019
Administrative Services Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks
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Artius II Acquisition Inc. 3 Columbus Circle, Suite 1609 New York, New York 10019 February 12, 2025
Administrative Services Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks

This letter agreement by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”) and Artius Management LLC (the “Services Provider”), dated as of the date hereof (the “Agreement”), will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Capital Market (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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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • February 14th, 2025 • Artius II Acquisition Inc. • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of February 12, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Purchaser”).

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Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement
Surrender of Shares and Amendment to the Securities Subscription Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks • New York

This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement (as defined below), dated October 31, 2024 (this “Agreement”), is made by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Subscriber”).

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Artius II Acquisition Inc. 3 Columbus Circle, Suite 1609 New York, New York 10019
Administrative Services Agreement • January 29th, 2025 • Artius II Acquisition Inc. • Blank checks
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