CHARLTON ARIA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2024 • Charlton Aria Acquisition Corp • Blank checks • New York
CHARLTON ARIA ACQUISITION CORPORATION, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with Clear Street LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2024 • Charlton Aria Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of 10/24, 2024 (“Agreement”), by and between Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 2024 • Charlton Aria Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 24, 2024, by and between Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2024 • Charlton Aria Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of 10/24, 2024, 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”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • October 28th, 2024 • Charlton Aria Acquisition Corp • Blank checks
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • October 28th, 2024 • Charlton Aria Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of 10/24, 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”).
RIGHTS AGREEMENTRights Agreement • October 28th, 2024 • Charlton Aria Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of 10/24, 2024 between Charlton Aria Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability company, as rights agent (the “Rights Agent”).
Charlton Aria Acquisition Corporation Wilmington, DE 19801 ST Sponsor II Limited Austin, Texas 78731Underwriting Agreement • October 28th, 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.
