ROMAN DBDR ACQUISITION CORP. IIAdministrative Services Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks
This letter agreement by and between Roman DBDR Acquisition Corp. II (the “Company”) and Roman DBDR Acquisition Sponsor II LLC (the “Services Provider”), our sponsor (“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”):
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December __, 2024, by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 12, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 12, 2024 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 (the “Trustee”).
20,000,000 Units1 Roman DBDR Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 12, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
December 12, 2024 Roman DBDR Acquisition Corp. II Boca Raton, FL 33496 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • 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 Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and B. Riley Securities 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 o
Roman DBDR Acquisition Corp. II Boca Raton, FL 33496 Attention: Dixon Doll, Jr. Ladies and Gentlemen:Advisory Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
This is to confirm our agreement whereby Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (“Company”) (“Company”), has requested B. Riley Securities, Inc. (the “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-282186) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of December, 2024, by and between Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and B. Riley Securities, Inc. (the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2024, is made and entered into by and among Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), B. Riley Securities, a Delaware corporation (the “Representative”) (the Sponsor and the Representative together with 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”).
