REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2024, is made and entered into by and among Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), Chenghe Investment II Limited, a Cayman Islands limited liability company (the “Sponsor”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as the representative (the “Representative”) of the underwriters in the Company’s initial public offering, and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Representative 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”).
CHENGHE ACQUISITION II CO.Securities Subscription Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Chenghe Investment II Limited, a Cayman Islands exempted company, (the “Subscriber” or “you”) has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 375,000 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, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the C
WARRANT AGREEMENTWarrant Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2024, is by and between Chenghe Acquisition II Co., 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”).
Chenghe Acquisition II Co. South Beach Tower Singapore 189767 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Pro
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of this ____ day of _____, 2024, by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), having its principal place of business at 38 Beach Road #29-11, South Beach Tower, Singapore, 189767, and Chenghe Investment II Limited (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2024, by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2024 by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Chenghe Acquisition II Co.Administrative Services Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks
This letter agreement (this “Agreement”) by and between Chenghe Acquisition II Co. (the “Company”) and Chenghe Investment II Limited (the “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 NYSE American LLC (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”):
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 13th, 2024 • Chenghe Acquisition II Co. • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of this ____ day of _____, 2024, by and between Chenghe Acquisition II Co., a Cayman Islands exempted company (the “Company”), having its principal place of business at 38 Beach Road #29-11, South Beach Tower, Singapore, 189767, and, Cohen & Co. Capital Markets, Revere Securities and Chenghe Capital Management (each, a “Purchaser” and collectively, the “Purchasers”).
