PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • October 25th, 2024 • ST Sponsor II LTD • Blank checks
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • October 25th, 2024 • ST Sponsor II LTD • Blank checks
This Securities Transfer Agreement is dated as of 10/24, 2024 (this “Transfer Agreement”), by and among ST Sponsor II Limited, a Cayman Islands limited liability company (the “Seller”), Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
CHARLTON ARIA ACQUISITION CORPORATION PO Box 309, Ugland House Grand Cayman KY1-1104, Cayman IslandsST Sponsor II LTD • October 25th, 2024 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 2,156,250 Class B ordinary shares (the “Shares”), par value US$0.0001 per share (the “Class B Ordinary Shares”) in ourselves, Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), among which, up to 281,250 Shares are subject to forfeiture by you if the underwriter of the initial public offering (the “IPO”) of the Company does not fully exercise their over-allotment options (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • October 25th, 2024 • ST Sponsor II LTD • Blank checks
The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A ordinary share, par value of US$0.0001 per share, and Class B ordinary share, par value of US$0.0001 per share, of Charlton Aria Acquisition Corp., a Cayman Islands exempted company shall be filed on behalf of the undersigned.
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • October 25th, 2024 • ST Sponsor II LTD • Blank checks
This Securities Transfer Agreement is dated as of September 11, 2024 (this “Transfer”), by and among ST Sponsor II Limited, a Cayman Islands exempted company (the “Seller”), Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
