0001829126-26-005417 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2026 • Berto Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2026, is made and entered into by and among Berto Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Berto Acquisition Sponsor II LLC, a Cayman limited liability company (the “Sponsor”), Needham & Company, LLC, the representative of the underwriters (the “Representative”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
UNDERWRITING AGREEMENT between BERTO ACQUISITION CORP. II and NEEDHAM & COMPANY, LLC as Representative of the Underwriters Dated: May 14, 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2026 • Berto Acquisition Corp. II • Blank checks • New York
The undersigned, Berto Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Needham & Company, LLC (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 the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
WARRANT AGREEMENTWarrant Agreement • May 18th, 2026 • Berto Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 14, 2026, is by and between Berto 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 18th, 2026 • Berto Acquisition Corp. II • Blank checks
BERTO ACQUISITION CORP. II Las Vegas, NV 89144Administrative Services and Indemnification Agreement • May 18th, 2026 • Berto Acquisition Corp. II • Blank checks
This letter agreement (this “Agreement”) by and between Berto Acquisition Corp. II (the “Company”) and Berto Acquisition Sponsor II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date (the “Listing Date”) the securities of the Company are first listed on the Nasdaq Global Market (the “Offering”), 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 (the “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 • May 18th, 2026 • Berto 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 Berto Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Needham & Company, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,510,000 of the Company’s units (including up to 4,110,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per whole Warrant, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 18th, 2026 • Berto Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 14, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Berto Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Berto Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the “Purchaser”).