Roman DBDR Acquisition Corp. II Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2024, is made and entered into by and among Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), B. Riley Securities, a Delaware corporation (the “Representative”) (the Sponsor and the Representative together with 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”).
Standard Contracts
20,000,000 Units1 Roman DBDR Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
ROMAN DBDR ACQUISITION CORP. IISecurities Subscription Agreement • September 17th, 2024 • Roman DBDR Acquisition Corp. II • New York
Roman DBDR Acquisition Corp. II , a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 7,666,667 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,000,000 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, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Or
WARRANT AGREEMENTWarrant Agreement • October 18th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2024, is by and between Roman DBDR Acquisition Corp. 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2024 by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 18th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2024, by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • October 18th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 18th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2024, by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and B. Riley Securities, Inc. (the “Subscriber”).
WARRANT AGREEMENTWarrant Agreement • September 17th, 2024 • Roman DBDR Acquisition Corp. II • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2024, is by and between Roman DBDR Acquisition Corp. 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2024 by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ROMAN DBDR ACQUISITION CORP. IIAdministrative Services Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks
This letter agreement by and between Roman DBDR Acquisition Corp. II (the “Company”) and Roman DBDR Acquisition Sponsor II LLC (the “Services Provider”), our sponsor (“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 Nasdaq Global Market (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”):
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December __, 2024, by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 12, 2024, is by and between Roman DBDR Acquisition Corp. 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”).
20,000,000 Units1 Roman DBDR Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 12, 2024 by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Roman DBDR Acquisition Corp. II Boca Raton, FL 33496Underwriting Agreement • December 11th, 2024 • Roman DBDR 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 Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and B. Riley Securities as representative (the “Representative”) of the 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 which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement o
20,000,000 Units1 Roman DBDR Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 12, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
Roman DBDR Acquisition Corp. II Boca Raton, FL 33496Underwriting Agreement • October 18th, 2024 • Roman DBDR 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 Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and B. Riley Securities as representative (the “Representative”) of the 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 which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement o
December 12, 2024 Roman DBDR Acquisition Corp. II Boca Raton, FL 33496 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 17th, 2024 • Roman DBDR 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 Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and B. Riley Securities as representative (the “Representative”) of the 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 which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement o
Roman DBDR Acquisition Corp. II Boca Raton, FL 33496 Attention: Dixon Doll, Jr. Ladies and Gentlemen:Advisory Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
This is to confirm our agreement whereby Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (“Company”) (“Company”), has requested B. Riley Securities, Inc. (the “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-282186) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
ROMAN DBDR ACQUISITION CORP. IIAdministrative Services Agreement • October 18th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks
This letter agreement by and between Roman DBDR Acquisition Corp. II (the “Company”) and Roman DBDR Acquisition Sponsor II LLC (the “Services Provider”), our sponsor (“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 Nasdaq Global Market (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”):
October [__], 2024Advisory Agreement • October 18th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
This is to confirm our agreement whereby Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (“Company”) (“Company”), has requested B. Riley Securities, Inc. (the “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-282186) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of December, 2024, by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and B. Riley Securities, Inc. (the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2024, is made and entered into by and among Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), B. Riley Securities, a Delaware corporation (the “Representative”) (the Sponsor and the Representative together with 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”).