REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 7, 2024, is made and entered into by and among Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), Chenghe Investment II Limited, a Cayman Islands limited liability company (the “Sponsor”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities LLC as the representatives (the "Representatives") of the underwriters in the Company’s initial public offering, and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Representatives 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”).
CHENGHE ACQUISITION II CO.Securities Subscription Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Chenghe Investment II Limited, a Cayman Islands exempted company, (the “Subscriber” or “you”) has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the C
INDEMNITY AGREEMENTIndemnity Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 7, 2024, by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), and Kwan Sun (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 7, 2024, is by and between Chenghe Acquisition II Co., 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”).
Chenghe Acquisition II Co. South Beach Tower Singapore 189767 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 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 a price of $11.50 per share, subject to adjustment as described in the Pro
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of June 7, 2024, by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), having its principal place of business at 38 Beach Road #29-11, South Beach Tower, Singapore, 189767, and Chenghe Investment II Limited (the “Purchaser”).
UNDERWRITING AGREEMENT among CHENGHE ACQUISITION II CO. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC and SEAPORT GLOBAL SECURITIES LLC As Representatives of the Underwriters Dated: June 7, 2024 CHENGHE ACQUISITION II...Underwriting Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
The undersigned, Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”) and Seaport Global Securities LLC (“Seaport” and collectively with Cohen, the “Representatives” and each, a “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
INDEMNITY AGREEMENTIndemnification Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 7, 2024, by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), and Anna Zhou (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 7, 2024 by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Chenghe Acquisition II Co. South Beach Tower Singapore 189767 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC, as the representatives (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 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 a price of $11.50 per share, subject to
BUSINESS COMBINATION AGREEMENT by and among CHENGHE ACQUISITION II CO., POLIBELI MERGER ONE LIMITED, and POLIBELI GROUP LTD, dated as of September 16, 2024Business Combination Agreement • September 17th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This Business Combination Agreement, dated as of September 16, 2024 (as amended, restated, modified or supplemented in accordance with its terms, this “Agreement”), is made and entered into by and among Chenghe Acquisition II Co., a Cayman Islands exempted company (“SPAC”), Polibeli Group Ltd, a Cayman Islands exempted company limited by shares (the “Company”) and Polibeli Merger One Limited, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub” and together with the Company, the “Company Parties”). Each Company Party and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties.”
Chenghe Acquisition II Co. South Beach TowerAdministrative Services Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks
This letter agreement (this “Agreement”) by and between Chenghe Acquisition II Co. (the “Company”) and Chenghe Investment II Limited (the “Sponsor”)), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NYSE American LLC (the “Listing Date”), 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 17th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of September 16, 2024 by and among Chenghe Investment II Limited, a Cayman Islands limited liability company the (“Sponsor”) , Chenghe Acquisition II Co., a Cayman Islands exempted company limited by shares (“SPAC”), and Polibeli Group Ltd, a Cayman Islands limited liability company (the “Company”), and the directors and officers of SPAC set forth on Schedule A hereto (together with the Sponsor, each, a “Founder Shareholder” and collectively, the “Founder Shareholders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 17th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This Lock-Up Agreement (this “Agreement”) is made and entered into as of [______], 202[_], by and between Polibeli Group Ltd, a Cayman Islands limited liability company (the “Company”), and each of Chenghe Investment II Limited, a Cayman Islands limited liability company (“Sponsor”), the Persons set forth on Schedule I hereto (the “SPAC Key Holders”) and XINGYUN INTERNATIONAL COMPANY LIMITED, a Cayman Islands limited liability company (the “Company Holder”). The Sponsor, the SPAC Key Holders, the Company Holder and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
WHEREAS, the Company, Polibeli Merger One Limited, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub”) and SPAC have entered into that certain Business Combination Agreement, dated as of [•], 2024 (as amended or supplemented from time to time, the “Business Combination Agreement”);
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of this ____ day of _____, 2024, by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), having its principal place of business at 38 Beach Road #29-11, South Beach Tower, Singapore, 189767, and, Cohen & Co. Capital Markets, Revere Securities and Chenghe Capital Management (each, a “Purchaser” and collectively, the “Purchasers”).
INDEMNITY AGREEMENTIndemnification Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 7, 2024, by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), and Shibin Wang (“Indemnitee”).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 17th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is dated as of September 16, 2024, by and among Chenghe Acquisition II Co., a Cayman Islands exempted company (“SPAC”), Xingyun International Company Limited, a Cayman Islands limited liability company (the “Company Shareholder”) and Polibeli Group Ltd, a Cayman Islands limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of this seventh day of June 2024, by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), having its principal place of business at 38 Beach Road #29-11, South Beach Tower, Singapore, 189767, and, Cohen & Co. Capital Markets, Seaport Global Securities LLC, Revere Securities, Webull Financial LLC, and Chenghe Capital Management (each, a “Purchaser” and collectively, the “Purchasers”).
