REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2021 • AEI CapForce II Investment Corp • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2021, is made and entered into by and among AEI CapForce II Investment Corp, a Cayman Islands exempted corporation (the “Company”), AEI Capital SPAC Venture II LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
AEI CAPFORCE II INVESTMENT CORPSecurities Subscription Agreement • September 7th, 2021 • AEI CapForce II Investment Corp • New York
This agreement (the “Agreement”) is entered into on August 6, 2021, by and between AEI Capital SPAC Venture II LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and AEI CapForce II Investment Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 Class B common shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnification Agreement • September 7th, 2021 • AEI CapForce II Investment Corp • New York
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2021, by and between AEI CapForce II Investment Corp, a Cayman Islands exempted company (the “Company”), and __________, an individual (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • September 7th, 2021 • AEI CapForce II Investment Corp • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of September __, 2021 between AEI CapForce II Investment Corporation, a Cayman Islands corporation, with offices at Duplex Penthouse, Unit A-33A-6, Level 33A, Tower A, UOA Bangsar Tower, No. 5, Bangsar Utama 1 Road, 59000 Kuala Lumpur, Malaysia (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
September ___, 2021Letter Agreement • September 7th, 2021 • AEI CapForce II Investment Corp • 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 AEI CapForce II Investment Corp, a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and three-fourths of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below
Re: Form of Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • September 7th, 2021 • AEI CapForce II Investment Corp
AEI CapForce II Investment Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).
AEI CAPFORCE II INVESTMENT CORP Duplex Penthouse, Unit A-33A-6, Level 33A, Tower A, UOA Bangsar Tower No. 5, Bangsar Utama 1 Road 59000 Kuala Lumpur, Malaysia September _, 2021Letter Agreement • September 7th, 2021 • AEI CapForce II Investment Corp
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of AEI Capforce II Investment Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
