Bluerock Acquisition Corp. II Sample Contracts
BLUEROCK ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
The undersigned, Bluerock Acquisition Corp. II, 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:
BLUEROCK ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
The undersigned, Bluerock Acquisition Corp. II, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2026 • Bluerock Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2026, is made and entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative 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”).
BLUEROCK ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
The undersigned, Bluerock Acquisition Corp. II, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative 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”).
BLUEROCK ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
The undersigned, Bluerock Acquisition Corp. II, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2026 • Bluerock Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2026 between Bluerock Acquisition Corp. II, 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”).
WARRANT AGREEMENTWarrant Agreement • September 29th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of September 24, 2026 between Bluerock Acquisition Corp. II, 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”).
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2026 • Bluerock Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 24, 2026 by and between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BLUEROCK ACQUISITION CORP. IIAdministrative Services Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks
This administrative services agreement (this “Agreement”) by and between Bluerock Acquisition Corp. II (the “Company”) and JBA Asset Management LLC (“JBAAM”), 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 (i) consummation by the Company of an initial business combination (“Business Combination”), (ii) 12 months after the Listing Date or (iii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • September 22nd, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
Bluerock Acquisition Corp. II 919 Third Avenue New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 29th, 2026 • Bluerock Acquisition Corp. II • 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 Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, 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 17,250,000 of the Company’s units (including up to 2,250,000 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 adjustments as described in the Prospectus (as defined below). The
BLUEROCK ACQUISITION CORP. IIAdministrative Services and Indemnification Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Bluerock Acquisition Corp. II (the “Company”) and Bluerock Acquisition Holdings II, LLC (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 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 (i) consummation by the Company of an initial business combination (“Business Combination”), (ii) 12 months after the Listing Date or (iii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Bluerock Acquisition Corp. II New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 9th, 2026 • Bluerock Acquisition Corp. II • 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 Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, 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 17,250,000 of the Company’s units (including up to 2,250,000 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 adjustments as described in the Prospectus (as defined below). The
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • September 9th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”).
BLUEROCK ACQUISITION CORP. II New York, New York 10022Securities Subscription Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
WHEREAS, on October 21, 2025, Bluerock Acquisition Corp. II (formerly known as Bluerock Crunch Investment Corp.), a Cayman Islands exempted company (the “Company”, “we” or “us”), accepted the offer made by Bluerock Acquisition Holdings II, LLC (formerly known as Bluerock Crunch Acquisition Holdings, LLC), a Delaware limited liability company (“Subscriber” or “you”), pursuant to that certain Securities Subscription Agreement (the “Original Subscription Agreement”) to purchase 7,666,667 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,000,000 of which were subject to surrender and cancellation by Subscriber to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-a
Bluerock Acquisition Corp. II New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 22nd, 2026 • Bluerock Acquisition Corp. II • 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 Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, 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 17,250,000 of the Company’s units (including up to 2,250,000 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 adjustments as described in the Prospectus (as defined below). The
BLUEROCK ACQUISITION CORP. II New York, New York 10022Securities Subscription Agreement • September 22nd, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
WHEREAS, on October 21, 2025, Bluerock Acquisition Corp. II (formerly known as Bluerock Crunch Investment Corp.), a Cayman Islands exempted company (the “Company”, “we” or “us”), accepted the offer made by Bluerock Acquisition Holdings II, LLC (formerly known as Bluerock Crunch Acquisition Holdings, LLC), a Delaware limited liability company (“Subscriber” or “you”), pursuant to the Securities Subscription Agreement to purchase 7,666,667 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,000,000 of which were subject to surrender and cancellation by Subscriber to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
Bluerock Acquisition Corp. II New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • 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 Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, 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 17,250,000 of the Company’s units (including up to 2,250,000 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-third 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 adjustments as described in the Prospectus (as defined below). The
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • July 24th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • September 9th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • September 9th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2026 between Bluerock Acquisition Corp. II, 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”).
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • September 29th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of September 24, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • September 22nd, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2026 between Bluerock Acquisition Corp. II, 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”).
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • September 29th, 2026 • Bluerock Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of September 24, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”).
BLUEROCK ACQUISITION CORP. IIAdministrative Services Agreement • September 29th, 2026 • Bluerock Acquisition Corp. II • Blank checks
This administrative services agreement (this “Agreement”) by and between Bluerock Acquisition Corp. II (the “Company”) and JBA Asset Management LLC (“JBAAM”), 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 (i) consummation by the Company of an initial business combination (“Business Combination”), (ii) 12 months after the Listing Date or (iii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BLUEROCK ACQUISITION CORP. IIAdministrative Services and Indemnification Agreement • September 29th, 2026 • Bluerock Acquisition Corp. II • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Bluerock Acquisition Corp. II (the “Company”) and Bluerock Acquisition Holdings II, LLC (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 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 (i) consummation by the Company of an initial business combination (“Business Combination”), (ii) 12 months after the Listing Date or (iii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):