0001213900-26-045154 Sample Contracts
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 17th, 2026 • Sizzle Acquisition Corp. II • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2026 by and between (i) Sizzle Acquisition Corp. II, a Cayman Islands exempted company (together with its successors, the “SPAC”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 17th, 2026 • Sizzle Acquisition Corp. II • Blank checks • New York
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of April 13, 2026, is entered into by and among (i) Sizzle Acquisition Corp. II, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Trasteel Holding S.A., a Luxembourg company (the “Company”), and (iii) VO Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • April 17th, 2026 • Sizzle Acquisition Corp. II • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of April 13, 2026 by and among (i) Sizzle Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), (ii) VO Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) each of the undersigned Persons holding Founder Shares listed on the signature pages hereto and any Persons holding Founder Shares that become a party to this Amendment after the date hereof (collectively, the “Other Holders” and, collectively with the Sponsor, each an “Insider” and, collectively, the “Insiders”), pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) and, if such term is not defined in the Original Agreement, then in the BCA (as defined below).
FORM OF AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2026 • Sizzle Acquisition Corp. II • Blank checks
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [●], 2026, and shall be effective as of the Closing (as defined in the BCA (as defined below), by and among (i) [●], a Luxembourg corporation in the form of a public limited liability company (société anonyme) registered with Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (including any successor thereto, “Pubco”), (ii) Sizzle Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”), (iii) VO Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), (iv) Cantor Fitzgerald & Co., a New York general partnership (the “Representative”), and (v) the other parties, if any, listed on the signature pages hereto as “Holders” that execute and deliver a copy of this Amendment (together with the Sponsor and the Representative, being referred to herein as a “Signing Holder” and collectively as the “Signing Holders”). Capitalized terms used but not ot
FORM OF SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • April 17th, 2026 • Sizzle Acquisition Corp. II • Blank checks • New York
THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026 by and among (i) [●], a Luxembourg corporation in the form of a public limited liability company (société anonyme) registered with Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Holders” on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as defined below).
BUSINESS COMBINATION AGREEMENT by and among SIZZLE ACQUISITION CORP. II, as SPAC, TRASTEEL HOLDING S.A., as the Company, and upon execution of Joinders hereto, the other Parties hereto Dated as of April 13, 2026Business Combination Agreement • April 17th, 2026 • Sizzle Acquisition Corp. II • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 13, 2026, by and among (i) Sizzle Acquisition Corp. II, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Trasteel Holding S.A., a Luxembourg company (the “Company”), (iii) upon execution and delivery of a Joinder (as defined below), a to-be-formed Luxembourg corporation in the form of a public limited liability company (société anonyme), to be registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”), and (iv) upon execution and delivery of a Joinder, a to-be-formed Cayman Islands exempted company (“Merger Sub” and, together with Pubco, the “Incorporated Entities”) that will be a wholly-owned subsidiary of Pubco. As of the date hereof, SPAC and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”, and upon each Incorporated Entity’s execution and delivery of a Jo
FORM OF SUPPORT AGREEMENTVoting and Support Agreement • April 17th, 2026 • Sizzle Acquisition Corp. II • Blank checks • New York
This Voting and Support Agreement (this “Agreement”) is made as of April 13, 2026, by and among (i) Sizzle Acquisition Corp. II, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Trasteel Holding S.A., a Luxembourg company (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as defined below).
FORM OF SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 17th, 2026 • Sizzle Acquisition Corp. II • Blank checks • New York
This Share Exchange Agreement (this “Exchange Agreement”) is made and entered into effective as of [●], 2026, by and among (i) Sizzle Acquisition Corp. II, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) [●], a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with registered office at [●], registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”), (iii) Trasteel Holding S.A., a Luxembourg company (the “Company”), and (iv) the undersigned shareholder of the Company (“Seller” and, collectively with other shareholders of the Company who enter into a share exchange agreement in substantially the form of this Exchange Agreement, the “Sellers”). Any capitalized term used but not defined herein shall have the meaning given to such term in the BCA (as defined below).