25,000,000 Units Artius II Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2024 • Artius II Acquisition Inc. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 20th, 2024 • Artius II Acquisition Inc. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____, 2024 by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • August 20th, 2024 • Artius II Acquisition Inc. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).
CONTINGENT RIGHTS AGREEMENTContingent Rights Agreement • August 20th, 2024 • Artius II Acquisition Inc. • Blank checks • New York
This Contingent Rights Agreement (this “Agreement”) is made effective as of ____, 2024 by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2024 • Artius II Acquisition Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2024, is made and entered into by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”) and Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement shall be referred to as a “Holder,” and collectively, “Holders.”
Artius II Acquisition Inc. 3 Columbus Circle, 15th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 20th, 2024 • Artius II Acquisition 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 Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 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”), one right to receive one twenty-fifth (1/25) of one Class A Ordinary Share (each, a “Right”) and one Contingent Right (as defined below). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333- ) and prospectus (the “Prospectus”)
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 20th, 2024 • Artius II Acquisition Inc. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made , 2024, by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 20th, 2024 • Artius II Acquisition 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 Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Purchaser”).
Artius II Acquisition Inc. 3 Columbus Circle, Suite 1609 New York, New York 10019Artius II Acquisition Inc. • August 20th, 2024 • Blank checks
ARTIUS II ACQUISITION INC.Artius II Acquisition Inc. • August 20th, 2024 • Blank checks • New York
Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Artius II Acquisition Partners LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 7,187,500 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 937,500 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 Ordinary Shar
