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:
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”).
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”).
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.
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”).
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”).
