INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 20, 2023 by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Ares Acquisition Corporation II c/o Ares Management LLC New York, New York 10167Ares Acquisition Corp II • March 29th, 2023 • Blank checks • Delaware
We are pleased to accept the offer Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), has made to subscribe for and purchase 25,156,250 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 3,281,250 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 20, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 20, 2023, is by and between Ares Acquisition Corporation 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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 20, 2023, is made and entered into by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) (the Sponsor together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 7th, 2023 • Ares Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2023, by and between ARES ACQUISITION CORPORATION II, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Ares Acquisition Corporation II 45,000,000 Units1 Underwriting AgreementUnderwriting Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks
As representatives (each, a “Representative” and collectively, the “Representatives”) of the several Underwriters named in Schedule I hereto,
ARES ACQUISITION CORPORATION II c/o Ares Management LLCAres Acquisition Corp II • April 7th, 2023 • Blank checks
This letter agreement by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings II LP , a Cayman Islands exempted limited partnership (“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 securities of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (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 take steps directly or indirectly to make available, or cause to be made available, to the Company certain office space, utilities, secretarial support and administrative services as may be reasonably requested by the Company from time
ARES ACQUISITION CORPORATION II c/o Ares Management LLCAres Acquisition Corp II • April 26th, 2023 • Blank checks
This letter agreement by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings II LP , a Cayman Islands exempted limited partnership (“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 securities of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (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 take steps directly or indirectly to make available, or cause to be made available, to the Company certain office space, utilities, secretarial support and administrative services as may be reasonably requested by the Company from time
Ares Acquisition Corporation II c/o Ares Management LLC New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 7th, 2023 • Ares 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 Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (together, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant, subject to adjustm
Ares Acquisition Corporation II c/o Ares Management LLC New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 26th, 2023 • Ares 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 Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (together, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 51,750,000 of the Company’s units (including up to 6,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant, subject to adjustm
