0001829126-26-008146 Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 23, 2026, by and between Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and Robert Labbe (“Indemnitee”).
7,500,000 Units PELICAN ACQUISITION II CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” 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 EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2026, is made and entered into by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited, a BVI limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
July 23, 2026 Pelican Acquisition II Corporation New York, NY 10036 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • July 31st, 2026 • Pelican Acquisition II Corp • 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 between Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one Share upon the consummation of an initial Business Combination. Certain capitalized terms used herein are defined in paragraph 10 hereof. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission
RIGHTS AGREEMENTRights Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 24, 2026 between Pelican Acquisition II Corporation, a Cayman Islands company with its principal executive offices at 1185 Avenue of the Americas, Suite 304, NY 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (the “Rights Agent”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of July 24, 2026 (the “Agreement”), by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Escrow Agent”).