0001493152-26-037855 Sample Contracts
ARC GROUP SECURITIES ACQUISITION II UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2026 • ARC Group Securities Acquisition II • Blank checks • New York
ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with ARC Group Securities LLC (hereinafter referred to as “you” (including its correlatives) acting as representative (the “Representative”) of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
ARC Group Securities Acquisition II Suite 306 Tempe, Arizona 85281Underwriting Agreement • August 13th, 2026 • ARC Group Securities Acquisition 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 ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”) and ARC Group Securities LLC, as representative (the “Representative”) of the underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”), one redeemable warrant (each a “Warrant”) and one right entitling the holder thereof to receive one-quarter (1/4) of the one Class A Ordinary Share upon consummation of our initial business combination. Each Warrant entitles the holder thereof
FORM OF WARRANT AGREEMENT ARC GROUP SECURITIES ACQUISITION II and ODYSSEY TRANSFER AND TRUST COMPANY Dated , 2026Warrant Agreement • August 13th, 2026 • ARC Group Securities Acquisition II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2026, is by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • August 13th, 2026 • ARC Group Securities Acquisition II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026 by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2026 • ARC Group Securities Acquisition II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_], 2026 is made and entered into by and among ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), FDB II, a Cayman Islands limited liability company (the “Sponsor”), ARC Group Securities LLC (the “Representative”) and Clear Street LLC (“Clear Street”) and, together with the Sponsor, the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each such party, a “Holder” and collectively the “Holders”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 13th, 2026 • ARC Group Securities Acquisition II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [_], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and FDB II, a Cayman Islands limited liability company (the “Purchaser”).
RIGHTS AGENCY AGREEMENTRights Agency Agreement • August 13th, 2026 • ARC Group Securities Acquisition II • Blank checks • New York
THIS RIGHTS AGENCY AGREEMENT (the “Agreement”), between ARC Group Securities Acquisition II (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
FDB II, LLCAdministrative Services Agreement • August 13th, 2026 • ARC Group Securities Acquisition II • Blank checks
This letter agreement by and between ARC Group Securities Acquisition II, incorporated in the Cayman Islands (the “Company”) and FDB II, a Cayman Islands limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the Company’s securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 398 Mill Avenue, Suite 306, Tempe, AZ 85281 (or any successor location).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 13th, 2026 • ARC Group Securities Acquisition II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2026, by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).