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 • 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”).
