Ares Acquisition Corporation II c/o Ares Management LLC New York, New York 10167Securities Subscription Agreement • March 29th, 2023 • Ares Acquisition Corp II • Blank checks • Delaware
We are pleased to accept the offer Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), has made to subscribe for and purchase 25,156,250 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 3,281,250 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • March 29th, 2023 • Ares Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023, is by and between Ares Acquisition Corporation 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”).
