Underwriting Agreement between Aldel Financial II Inc. and BTIG, LLC Dated October 21, 2024 (the “Agreement”) ALDEL FINANCIAL II INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 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 • October 25th, 2024 • Aldel Financial II Inc. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 21, 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 • October 25th, 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 25th, 2024 • Aldel Financial II Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of October, 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 • October 25th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 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 • October 25th, 2024 • Aldel Financial II Inc. • Blank checks
This letter agreement by and between Aldel Financial II Inc. (the “Company”) and Aldel Investors II LLC (the “Services Provider”), our sponsor, Aldel Investors II LLC (“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”):
PUBLIC WARRANT AGREEMENT between ALDEL FINANCIAL II INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYPublic Warrant Agreement • October 25th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 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”).
PRIVATE WARRANT AGREEMENT between ALDEL FINANCIAL II INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYPrivate Warrant Agreement • October 25th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 25th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of October 21, 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”).
OTM WARRANTS PURCHASE AGREEMENTOtm Warrants Purchase Agreement • October 25th, 2024 • Aldel Financial II Inc. • Blank checks • New York
THIS OTM WARRANTS PURCHASE AGREEMENT, dated as of October 21, 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”).
October 21, 2024 Aldel Financial II Inc. 104 S. Walnut Street, Unit 1A Itasca, IL 60143 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 25th, 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
