Drugs Made in America Acquisition II Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2025, is made and entered into by and among Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), Drugs Made In America Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
UNDERWRITING AGREEMENT between DRUGS MADE IN AMERICA ACQUISITION II CORP. and CANTOR FITZGERALD & CO. Dated: September 24, 2025Underwriting Agreement • September 29th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
The undersigned, Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
UNDERWRITING AGREEMENT between DRUGS MADE IN AMERICA ACQUISITION II CORP. and CANTOR FITZGERALD & CO. Dated: [●], 2025 DRUGS MADE IN AMERICA ACQUISITION II CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 5th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
The undersigned, Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), Drugs Made In America Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
FORM OF PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • July 21st, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • September 29th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks
RIGHTS AGREEMENTRights Agreement • September 29th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of September 24, 2025, between Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company, with principal offices at 1 East Broward Boulevard, Suite 700, Fort Lauderdale, Florida 33301 (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”).
INDEMNITY AGREEMENTIndemnification Agreement • September 29th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [●], 2025 (“Agreement”), by and between Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
Drugs Made In America Acquisition II Corp.Securities Subscription Agreement • July 21st, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
This agreement (the “Agreement”) is between Drugs Made In America Acquisition II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 44,722,222 ordinary shares, $0.0001 par value per share of the Company (the “Shares”), up to 5,833,333 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
LETTER AGREEMENT Dated September 24, 2025Letter Agreement • September 29th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks
This letter agreement (this “Letter Agreement”) is entered into by and among Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), Drugs Made In America Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Reference is made to that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover the underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”),
LETTER AGREEMENT Dated [●], 2025Letter Agreement • September 16th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks
This letter agreement (this “Letter Agreement”) is entered into by and among Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), Drugs Made In America Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Reference is made to that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover the underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”),
INDEMNITY AGREEMENTIndemnification Agreement • July 21st, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [●], 2025 (“Agreement”), by and between Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • July 21st, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2025, between Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company, with principal offices at 1 East Broward Boulevard, Suite 700, Fort Lauderdale, Florida 33301 (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 21st, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025, by and between Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 24, 2025, by and between Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (the “Trustee”).
DEFINITIVE INVESTMENT AND SPONSOR TRANSITION AGREEMENT Drugs Made in America Acquisition Corp II (NASDAQ: DMIIU) Date: March 23, 2026Definitive Investment and Sponsor Transition Agreement • April 3rd, 2026 • Drugs Made in America Acquisition II Corp. • Blank checks
LETTER AGREEMENT Dated [●], 2025Letter Agreement • July 21st, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks
This letter agreement (this “Letter Agreement”) is entered into by and among Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), Drugs Made In America Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Reference is made to that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover the underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”),
Drugs Made In America Acquisition II Corp.Administrative Services Agreement • September 29th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks
This letter agreement by and between Drugs Made In America Acquisition II Corp. (the “Company”) and Drugs Made In America Acquisition II LLC (“Sponsor”), will confirm our agreement that, commencing on the effective date (the “Commencement Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering of the Company’s securities and continuing until the earlier of (x) the consummation by the Company of an initial business combination or (y) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Drugs Made In America Acquisition II Corp.Administrative Services Agreement • July 21st, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks
This letter agreement by and between Drugs Made In America Acquisition II Corp. (the “Company”) and Drugs Made In America Acquisition II LLC (“Sponsor”), will confirm our agreement that, commencing on the effective date (the “Commencement Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering of the Company’s securities and continuing until the earlier of (x) the consummation by the Company of an initial business combination or (y) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
UNDERWRITING AGREEMENT between DRUGS MADE IN AMERICA ACQUISITION II CORP. and CANTOR FITZGERALD & CO. Dated: [●], 2025 DRUGS MADE IN AMERICA ACQUISITION II CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2025 • Drugs Made in America Acquisition II Corp. • Blank checks • New York
The undersigned, Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows: