Underwriting Agreement between Aldel Financial II Inc. and BTIG, LLC Dated [·], 2024 (the “Agreement”) ALDEL FINANCIAL II INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks • New York
The undersigned, Aldel Financial II Inc., 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2024 by and between Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2024, by and between Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
OTM WARRANTS PURCHASE AGREEMENTOtm Warrants Purchase Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS OTM WARRANTS PURCHASE AGREEMENT, dated as of [●], 2024 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”), and Aldel Investors II LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE WARRANT AGREEMENT between ALDEL FINANCIAL II INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [_], 2024Private Warrant Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2024, is by and between Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks
The undersigned hereby subscribes for 5,750,000 Class B ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”), and Aldel Investors II LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks
The undersigned hereby subscribes for 410,714 Class B ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $1,666.67 to the Company. The Company will deduct the purchase price against the promissory note between Company and Aldel Investors II LLC dated July 19, 2024.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of August [ ], 2024, by and between Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“ BTIG” or the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2024 is made and entered into by and among Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”), Aldel Investors II LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, and 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”).
ALDEL FINANCIAL II INC.Letter Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks
Aldel Financial II Inc. Itasca, IL 60143 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 30th, 2024 • Aldel Financial II Inc. • 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 Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”) and BTIG, LLC, 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 on Form S-1 (File
PUBLIC WARRANT AGREEMENT between ALDEL FINANCIAL II INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [_], 2024Public Warrant Agreement • September 30th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2024, is by and between Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
