0001213900-26-104979 Sample Contracts
UNDERWRITING AGREEMENT Between BHAV ACQUISITION CORP II and MAXIM GROUP LLC, as Representatives of the Underwriters Dated: [●], 2026 BHAV Acquisition Corp II UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2026 • BHAV Acquisition Corp II • Blank checks • New York
BHAV Acquisition Corp II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2026 • BHAV Acquisition Corp II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between BHAV Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2026 • BHAV Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [*], 2026, is made and entered into by and between BHAV Acquisition Corp II, a Cayman Islands exempted company with limited liability (the “Company”), BHAV Partners II LLC, a Delaware limited liability company (the “Sponsor”), Maxim Group LLC (the “Representative”) (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”).
BHAV ACQUISITION CORP IIAdministrative Services Agreement • September 30th, 2026 • BHAV Acquisition Corp II • Blank checks
This letter agreement by and between BHAV Acquisition Corp II (the “Company”) and BHAV Partners 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 “Commencement Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (as it may be amended from time to time, the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
LETTER AGREEMENTLetter Agreement • September 30th, 2026 • BHAV 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 BHAV Acquisition Corp II, a Cayman Islands exempted company with limited liability (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (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 which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-fourth (1/4) of one Class A Ordinary Share upon consummation of the Company’s initial Business Combination (as defined below). The Units shall be sold in the Public Offering pursuant to the regis
BHAV ACQUISITION CORP II FOUNDER SHARE SUBSCRIPTION AGREEMENTFounder Share Subscription Agreement • September 30th, 2026 • BHAV Acquisition Corp II • Blank checks • New York
This Founder Share Subscription Agreement (this “Agreement”) is entered into on June 25, 2026, by and between BHAV Partners II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and BHAV Acquisition Corp II, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscriber for and purchase 5,750,000 Class B ordinary shares, with a par value of US$0.0001 per share (the “Class B Ordinary Shares” and together with all the Class A ordinary shares of the Company with a par value of US$0.0001 per share (the “Class A Ordinary Shares”), the “Shares”), of which up to 750,000 Class B Ordinary Shares are subject to complete or partial surrender and cancellation by you if the underwriters of our initial public offering (the “IPO”) of units of the Company do not fully exercise their over-allotment option (the “Over-Allotment Option”). Pursuant to the Company’s memorandu
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • September 30th, 2026 • BHAV Acquisition Corp II • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between BHAV Acquisition Corp II, a Cayman Islands exempted company with limited liability (the “Company”), and BHAV Partners II LLC, a Delaware limited liability company (the “Purchaser”).
RIGHTS AGREEMENTRights Agreement • September 30th, 2026 • BHAV Acquisition Corp II • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2026, between BHAV Acquisition Corp II, a Cayman Islands exempted company with its principal executive offices at 255 Old New Brunswick Rd., Suite N210, Piscataway, NJ 08854 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Rights Agent”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • September 30th, 2026 • BHAV Acquisition Corp II • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2026, between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the representative of the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows: