0001104659-22-046567 Sample Contracts

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:

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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”).

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