INDEMNITY AGREEMENTIndemnity Agreement • March 16th, 2021 • Ross Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 16, 2021, by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Ross Acquisition Corp II 1 Pelican Lane Palm Beach, FL 33480Ross Acquisition Corp II • March 16th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on January 21, 2021 by and between Ross Holding Company LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Ross Acquisition Corp II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Overallotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 16th, 2021 • Ross Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2021, is made and entered into by and among Ross Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Ross Holding Company LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Ross Acquisition Corp IILetter Agreement • March 16th, 2021 • Ross Acquisition Corp II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2021 • Ross Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 16, 2021 by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2021 • Ross Acquisition Corp II • Blank checks • New York
Ross Acquisition Corp II (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Credit Suisse are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of units of the Company. Each unit (“Unit(s)”) consists of one Class A ordinary share, par value $0.0001 (“Class A Ordinary Shares”) and one-third of one redeemable warrant of the Company (“Warrant(s)”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any par
WARRANT AGREEMENT ROSS ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 16, 2021Warrant Agreement • March 16th, 2021 • Ross Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 16, 2021, is by and between Ross 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”).
ROSS ACQUISITION CORP IIRoss Acquisition Corp II • March 16th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Ross Acquisition Corp II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Ross Holding Company LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1 Pelican Lane, Palm Beach, Florida 33480 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 16th, 2021 • Ross Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 11, 2021, is entered into by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Ross Holding Company, LLC, a Cayman Islands limited liability company (the “Purchaser”).
