0001929980-26-000510 Sample Contracts
SOUTHERN CROSS ACQUISITION II CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks • New York
Southern Cross Acquisition II Corp., a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 25, 2026, is by and between Southern Cross Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and VStock Transfer, LLC, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the August 25, 2026, by and among Southern Cross Acquisition II Corp., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Southern Cross Acquisition II Corp. (the “Company”) and Equiniti Trust Company, LLC (the “Trustee”), dated as of [•], 20[•] (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[•] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT, THE SPONSOR, AND THE REPRESENTATIVEPrivate Unit Subscription Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks
RIGHTS AGREEMENTRights Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 25, 2026 between Southern Cross Acquisition II Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and VStock Transfer, LLC, a California limited liability company, with office at 18 Lafayette, Woodmere, New York, NY 11598, as rights agent (the “Rights Agent”).
FORM OF LETTER AGREEMENTUnderwriting Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Southern Cross Acquisition II Corp., a Cayman Islands company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks
This Securities Transfer Agreement is dated as of August 25, 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Xin Wang, with an address at 301, Unit 2, Building 35, Xianghaiyuan, Daxing District, Beijing, China (the “Buyer”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks
This Securities Transfer Agreement is dated as of August 25, 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Ally Tong Zhang, with an address at 14 Pitlochry Place, Highland Park, Auckland, New Zealand (the “Buyer”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks
This Securities Transfer Agreement is dated as of August 25, 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2026 • Southern Cross Acquisition II Corp. • Blank checks • New York
This Agreement, made and entered into effective as of August 25, 2026 (“Agreement”), by and between Southern Cross Acquisition II Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).