Viking Acquisition Corp. II Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 6, 2026, by and between Viking Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands with executive offices at 900 Third Avenue, 18th Floor, New York, NY 10022 (the “Company”), and Seth Waugh (“Indemnitee”).
UNDERWRITING AGREEMENT between VIKING ACQUISITION CORP. II and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC As Representative of the Underwriters Dated: July 1, 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
The undersigned, Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative as follows:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 11th, 2026 • Viking Acquisition Corp. II • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 2026, by and between Viking Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands with executive offices at 900 Third Avenue, 18th Floor, New York, NY 10022 (the “Company”), and __________ (“Indemnitee”).
Viking Acquisition Corp. II New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 24th, 2026 • Viking 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 Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen and Company Securities 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”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the
Viking Acquisition Corp. II New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 11th, 2026 • Viking Acquisition Corp. II
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen and Company Securities 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”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the
PUBLIC WARRANT AGREEMENT between VIKING ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [__], 2026Warrant Agreement • June 11th, 2026 • Viking Acquisition Corp. II • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2026, is by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT between VIKING ACQUISITION CORP. II and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC As Representative of the Underwriters Dated: [●], 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
The undersigned, Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative as follows:
UNDERWRITING AGREEMENT between VIKING ACQUISITION CORP. II and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC As Representative of the Underwriters Dated: [●], 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
The undersigned, Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative as follows:
PUBLIC WARRANT AGREEMENT between VIKING ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 1, 2026Warrant Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 1, 2026, is by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2026 • Viking Acquisition Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____, 2026 is made and entered into by and among Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Viking Acquisition Sponsor II, LLC a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (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”).
PUBLIC WARRANT AGREEMENT between VIKING ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [__], 2026Warrant Agreement • June 24th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2026, is by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 1, 2026 by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE WARRANT AGREEMENT between VIKING ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 1, 2026Warrant Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 1, 2026, is by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2026 is made and entered into by and among Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Viking Acquisition Sponsor II, LLC a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (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”).
UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTUnderwriter Private Placement Units Purchase Agreement • June 11th, 2026 • Viking Acquisition Corp. II • New York
THIS UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
VIKING ACQUISITION CORP. IIAdministrative Support and Indemnification Agreement • June 11th, 2026 • Viking Acquisition Corp. II
This letter agreement by and between Viking Acquisition Corp. II (the “Company”) and KingsRock Advisors, LLC (the “Services Provider”), 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 New York Stock Exchange (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”):
July 1, 2026 Viking Acquisition Corp. II 900 Third Avenue, 18th Floor, New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 7th, 2026 • Viking 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 Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen and Company Securities 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”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 24th, 2026 • Viking Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2026 by and between Viking 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 • June 11th, 2026 • Viking Acquisition Corp. II
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2026 by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 6, 2026, by and between Viking Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands with executive offices at 900 Third Avenue, 18th Floor, New York, NY 10022 (the “Company”), and Fred Brettschneider (“Indemnitee”).
PRIVATE WARRANT AGREEMENT between VIKING ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [__], 2026Warrant Agreement • June 30th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2026, is by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
VIKING ACQUISITION CORP. IIAdministrative Support and Indemnification Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks
This letter agreement by and between Viking Acquisition Corp. II (the “Company”) and KingsRock Advisors, LLC (the “Services Provider”), 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 New York Stock Exchange (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”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 30th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Viking Acquisition Sponsor II, LLC the “Purchaser”).
UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTUnderwriter Private Placement Units Purchase Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 1, 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2026 • Viking Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2026 by and between Viking 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 • June 30th, 2026 • Viking 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 Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Viking Acquisition Sponsor II, LLC a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (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”).
PRIVATE WARRANT AGREEMENT between VIKING ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [__], 2026Warrant Agreement • June 11th, 2026 • Viking Acquisition Corp. II • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2026, is by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PRIVATE WARRANT AGREEMENT between VIKING ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [__], 2026Warrant Agreement • June 24th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2026, is by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Viking Acquisition Corp. II New York, NY 10022Subscription Agreement • June 11th, 2026 • Viking Acquisition Corp. II • New York
This agreement (this “Agreement”) is entered into on the date first written above, by and between Viking Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Viking Acquisition Corp. II, a Cayman Islands exempted company with registration number 431997 (the “Company”).
Viking Acquisition Corp. II New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 30th, 2026 • Viking 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 Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen and Company Securities 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”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 7th, 2026 • Viking Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 1, 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Viking Acquisition Sponsor II, LLC the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 11th, 2026 • Viking Acquisition Corp. II • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Viking Acquisition Sponsor II, LLC the “Purchaser”).