Oyster Enterprises II Acquisition Corp Sample Contracts
OYSTER ENTERPRISES II ACQUISITION CORPSecurities Subscription Agreement • May 6th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks • New York
Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Oyster Enterprises II 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 S
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 6th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2025, by and between Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 27th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks
WARRANT AGREEMENTWarrant Agreement • November 7th, 2024 • Oyster Enterprises II Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2024, is by and between Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 27th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 21, 2025, by and between Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
May 21, 2025 Oyster Enterprises II Acquisition Corp 8th Floor Miami, Florida, 33131 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 27th, 2025 • Oyster Enterprises II Acquisition Corp • 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 Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 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”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold in the Public Offering pursuant to the registration state
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 27th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 21, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Oyster Enterprises II LLC, a Delaware limited liability company (the “Purchaser”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • May 27th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of May 21, 2025 between Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).
Underwriting Agreement between Oyster Enterprises II Acquisition Corp and BTIG, LLC Dated May 21, 2025 (the “Agreement”) OYSTER ENTERPRISES II ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks • New York
The undersigned, Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” 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 BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 27th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of May, 2025, by and between Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“ BTIG” or the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21, 2025 is made and entered into by and among Oyster Enterprises II Acquisition Corp, a Cayman Islands exempted company (the “Company”), Oyster Enterprises II LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).
OYSTER ENTERPRISES II ACQUISITION CORPAdministrative Services Agreement • May 27th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks
This letter agreement by and between Oyster Enterprises II Acquisition Corp (the “Company”) and Oyster Management II LLC (the “Services Provider”), the sole managing member of Oyster Enterprises II LLC (“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 Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
September 25, 2024 Oyster Enterprises II Acquisition Corp. Mario Zarazua, Chief Executive Officer Via Email: mzarazua@aldenglobal.com Dear Mario Zarazua:Consultant Agreement • May 9th, 2025 • Oyster Enterprises II Acquisition Corp • Blank checks
This consultant agreement (“Consultant Agreement”) is made between Oyster Enterprises II Acquisition Corp. (“SPAC”) and Mike Rollins (“Consultant”, “we,” “it,” or “our”). Together, this Consultant Agreement and the exhibits, shall constitute the “Agreement.” Consultant and SPAC are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”