0001104659-26-106379 Sample Contracts
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”).
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”).
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”).