StoneBridge Acquisition II Corp Sample Contracts
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 5th, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Indemnity Agreement (this “Agreement”) is made as of [ ], by and between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
STONEBRIDGE ACQUISITION II CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
StoneBridge Acquisition II Corporation., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
StoneBridge Acquisition II Corporation One World Trade Center, Suite 8500 New York, New York 10007Securities Subscription Agreement • May 5th, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
StoneBridge Acquisition II Corporation, a Cayman Islands exempt company (the “Company”), is pleased to accept the amended offer Stonebridge Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber”), has made to subscribe for and purchase 1,916,667 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 250,000 of which are subject to complete or partial forfeiture by the Subscriber if the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Amended Securities Subscription Agreement (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 or
STONEBRIDGE ACQUISITION II CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
StoneBridge Acquisition II Corporation., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
StoneBridge Acquisition II Corporation One World Trade Center, Suite 8500 New York, NY 10007 Maxim Group LLC New York, NY 10022Underwriting Agreement • October 6th, 2025 • StoneBridge Acquisition II Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), 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, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in Section 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2025 • StoneBridge Acquisition II Corp • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between StoneBridge Acquisition II Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ____, 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
STONEBRIDGE ACQUISITION II CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
StoneBridge Acquisition II Corporation., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • October 6th, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of September 30, 2025 between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company with its principal executive offices at One World Trade Center, Suite 8500, New York, New York 10007 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2025 • StoneBridge Acquisition II Corp • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between StoneBridge Acquisition II Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ____, 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 6th, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of September 30, 2025, by and between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”) and StoneBridge Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 1st, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of ___________, 2025 between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), StoneBridge Acquisition Sponsor II LLC (the “Sponsor”) and [●] (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 5th, 2025 • StoneBridge Acquisition II Corp • Blank checks
RIGHTS AGREEMENTRights Agreement • September 9th, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ____, 2025 between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company with its principal executive offices at One World Trade Center, Suite 8500, New York, New York 10007 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at [●] (the “Rights Agent”).
STONEBRIDGE ACQUISITION II CORPORATION INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 18th, 2026 • StoneBridge Acquisition II Corp • Blank checks
This Independent Director Agreement (this “Agreement”), dated as of [*], is by and between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and [*], an individual member of the board of directors (the “Board”) of the Company (the “Director”) and shall be effective as of [*] (the “Effective Date”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 9th, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of [●], 2025, by and between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”) and StoneBridge Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
StoneBridge Acquisition II Corporation One World Trade Center, Suite 8500 New York, NY 10007 Maxim Group LLC New York, NY 10022Underwriting Agreement • August 1st, 2025 • StoneBridge Acquisition II Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), 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, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in Section 14 hereof.
RIGHTS AGREEMENTRights Agreement • August 22nd, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ____, 2025 between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company with its principal executive offices at One World Trade Center, Suite 8500, New York, New York 10007 (the “Company”) and Lucky Lucko, Inc. (d/b/a Efficiency), a Delaware corporation, with offices at 415 Mission Street, San Francisco, California 94105 (the “Rights Agent”).
RIGHTS AGREEMENTRights Agreement • August 1st, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ____, 2025 between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company with its principal executive offices at One World Trade Center, Suite 8500, New York, New York 10007 (the “Company”) and Lucky Lucko, Inc. (d/b/a Efficiency), a Delaware corporation, with offices at 415 Mission Street, San Francisco, California 94105 (the “Rights Agent”).
STONEBRIDGE ACQUISITION II CORPORATION One World Trade Center, Suite 8500 New York, New York 10007Administrative Services Agreement • May 5th, 2025 • StoneBridge Acquisition II Corp • Blank checks
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 22nd, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of ___________, 2025 between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), StoneBridge Acquisition Sponsor II LLC (the “Sponsor”) and [●] (the “Purchaser”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of September 30, 2025 between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), StoneBridge Acquisition Sponsor II LLC (the “Sponsor”) and _____ (the “Purchaser”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Registration Rights Agreement (this “Agreement”), dated as of August [●], 2025, is made and entered into by and between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holder”).
JOINDER TO SPONSOR LETTER AGREEMENTJoinder to Sponsor Letter Agreement • March 18th, 2026 • StoneBridge Acquisition II Corp • Blank checks
This Joinder to Letter Agreement (this “Joinder”) is made and entered into as of [*], by and between Stonebridge Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and [*] (the “Undersigned Director”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 1st, 2025 • StoneBridge Acquisition II Corp • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of August [●], 2025, by and between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”) and StoneBridge Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
STONEBRIDGE ACQUISITION II CORPORATION One World Trade Center, Suite 8500 New York, New York 10007Administrative Services Agreement • October 6th, 2025 • StoneBridge Acquisition II Corp • Blank checks