Underwriting Agreement between Archimedes Tech SPAC Partners II Co. and BTIG, LLC Dated [●], 2024 (the “Agreement”) Archimedes Tech SPAC Partners II Co. UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2024 • Archimedes Tech SPAC Partners II Co. • Blank checks • New York
The undersigned, Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” 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 BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2024 • Archimedes Tech SPAC Partners II Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), Archimedes Tech SPAC Sponsors II LLC, a Delaware limited liability company (the “Sponsor”), and the 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 (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 30th, 2024 • Archimedes Tech SPAC Partners II Co. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024, by and between Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
ARCHIMEDES TECH SPAC PARTNERS II CO.Archimedes Tech SPAC Partners II Co. • October 30th, 2024 • Blank checks • New York
WHEREAS, Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company,” “we” or “us”), and Archimedes Tech SPAC Sponsors II LLC, a Delaware limited liability company (the “Subscriber” or “you”), are party to that certain Subscription Agreement dated June 7, 2024 (the “Subscription Agreement”), providing for, among other things, the purchase of 5,750,000 ordinary shares, US $0.0001 par value per share of the Company (the “Shares”);
WARRANT AGREEMENTWarrant Agreement • October 30th, 2024 • Archimedes Tech SPAC Partners II Co. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2024 between Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (the “Warrant Agent”).
FORM OF PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • October 30th, 2024 • Archimedes Tech SPAC Partners II Co. • Blank checks
Archimedes Tech SPAC Partners II Co.Archimedes Tech SPAC Partners II Co. • October 30th, 2024 • Blank checks
This letter agreement by and between Archimedes Tech SPAC Partners II Co. (the “Company”) and Archimedes Tech SPAC Sponsors II LLC (“Sponsor”), will confirm our agreement that, commencing on the effective date (the “Commencement Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering of the Company’s securities and continuing until the earlier of (x) the consummation by the Company of an initial business combination or (y) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INDEMNITY AGREEMENTIndemnity Agreement • October 30th, 2024 • Archimedes Tech SPAC Partners II Co. • Blank checks • New York
This Agreement, made and entered into effective as of [•], 2024 (“Agreement”), by and between Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
LETTER AGREEMENT Dated [●], 2024Letter Agreement • October 30th, 2024 • Archimedes Tech SPAC Partners II Co. • Blank checks
This letter agreement (this “Letter Agreement”) is entered into by and among Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), Archimedes Tech SPAC Sponsors II LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Reference is made to that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between the Company and BTIG, LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (“Ordinary Shar
