SPAC II Acquisition Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among A SPAC II Acquisition Corp., a British Virgin Islands business company (the “Company”), A SPAC II (Holdings) Corp., a British Virgin Islands business company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (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”).

AutoNDA by SimpleDocs
18,500,000 Units A SPAC II Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • April 18th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York

The undersigned, A SPAC II Acquisition Corp., a company incorporated as a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:

WARRANT AGREEMENT
Warrant Agreement • April 18th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [l], 2022, is by and between A SPAC II Acquisition Corp., a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2022. Between: Whereas:
Indemnification Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • Virgin Islands

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:

RIGHTS AGREEMENT
Rights Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [l], 2022 between A SPAC II Acquisition Corp., a British Virgin Islands business company, with offices at 289 Beach Road, #03-01, Singapore 199552 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).

A SPAC II Acquisition Corp. Singapore 199552 Maxim Group LLC New York, NY 10174
Underwriting Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between A SPAC II Acquisition Corp., a British Virgin Islands business company (the “Company”), and Maxim Group, LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, no par value (the “Ordinary Shares”), one-half of one redeemable warrant (the “Warrants”) and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.

WARRANT SUBSCRIPTION AGREEMENT
Warrant Subscription Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York

This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [●], 2022, by and between A SPAC II Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 289 Beach Road, #03-01, Singapore 199552, and A SPAC II (Holdings) Corp., a British Virgin Islands business company (the “Purchaser”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of [•], 2022 (“Agreement”), by and among A SPAC II Acquisition Corp., a British Virgin Islands company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks

WHEREAS, on June 28, 2021 the Company issued to its sponsor, A SPAC II (Holdings) Corp. 5,750,000 Class B ordinary shares (the “Shares”) of the Company for an aggregate purchase price of $25,000, or approximately $0.004 per share;

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 28th, 2022 • SPAC II Acquisition Corp. • Blank checks • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between A SPAC II Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver $[•] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of Public Shareholders who have properly elected to have their Ordinary Shares that were sold by the Company in the IPO (the “Public Shares”) redeemed by the Company as described below. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!