CHARLTON ARIA ACQUISITION CORPORATION PO Box 309, Ugland House Grand Cayman KY1-1104, Cayman IslandsCharlton Aria Acquisition Corp • September 24th, 2024 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 2,156,250 Class B ordinary shares (the “Shares”), par value US$0.0001 per share (the “Class B Ordinary Shares”) in ourselves, Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), among which, up to 281,250 Shares are subject to forfeiture by you if the underwriter of the initial public offering (the “IPO”) of the Company does not fully exercise their over-allotment options (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are as follows:
Charlton Aria Acquisition Corporation Wilmington, DE 19801 ST Sponsor II Limited Austin, Texas 78731Underwriting Agreement • September 24th, 2024 • Charlton Aria Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Charlton Aria Acquisition Corporation, a Cayman Islands company (the “Company”), and ST Sponsor II Limited, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”) and one right to receive one-eighth (1/8) of one Class A Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 24th, 2024 • Charlton Aria Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●], by and among Charlton Aria Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under the heading “Investor” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • September 24th, 2024 • Charlton Aria Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of [ ], 2024 (this “Transfer Agreement”), by and among ST Sponsor II Limited, a Cayman Islands limited liability company (the “Seller”), Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2024 • Charlton Aria Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of [●], 2024 (“Agreement”), by and between Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 24th, 2024 • Charlton Aria Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024, by and between Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • September 24th, 2024 • Charlton Aria Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Charlton Aria Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and VStock Transfer, LLC, a California limited liability company, as rights agent (the “Rights Agent”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • September 24th, 2024 • Charlton Aria Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of September 11, 2024 (this “Transfer”), by and among ST Sponsor II Limited, a Cayman Islands exempted company (the “Seller”), Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • September 24th, 2024 • Charlton Aria Acquisition Corp • Blank checks
