AEI CAPFORCE II INVESTMENT CORP UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2024 • AEI CapForce II Investment Corp • Blank checks • New York
AEI CapForce II Investment Corp, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with EF Hutton 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 • July 30th, 2024 • AEI CapForce II Investment Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2024, 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 CORP Duplex Penthouse, Unit A-33A-6, Level 33, Tower A, UOA Bangsar Tower No. 5, Bangsar Utama 1 Road 59000 Kuala Lumpur, MalaysiaLetter Agreement • July 30th, 2024 • AEI CapForce II Investment Corp • Blank checks
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”):
AMENDMENT TO PROMISSORY NOTEPromissory Note • July 30th, 2024 • AEI CapForce II Investment Corp • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of July 8, 2021 (the “Note”) by and among AEI CapForce II Investment Corp, a Cayman Islands exempted company (the “Maker”), and AEI Capital SPAC Venture II LLC (the “Payee”), is made and entered into effective as of September 30, 2021 by the Maker and the Payee.
Re: Form of Placement Unit Purchase AgreementAEI CapForce II Investment Corp • July 30th, 2024 • Blank checks
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-33-6 Level 33, Tower A UOA Bangsar Tower, No. 5 Bangsar Utama 1 Road 59000 Kuala Lumpur, MalaysiaLetter Agreement • July 30th, 2024 • AEI CapForce II Investment Corp • Blank checks
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 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). The Units will
AEI CAPFORCE II INVESTMENT CORPAEI CapForce II Investment Corp • July 30th, 2024 • Blank checks • 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:
WARRANT AGREEMENTWarrant Agreement • July 30th, 2024 • AEI CapForce II Investment Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of __, 2024 between AEI CapForce II Investment Corporation, a Cayman Islands corporation, with offices at Duplex Penthouse, Unit A-33A-6, Level 33, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • July 30th, 2024 • AEI CapForce II Investment Corp • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2024, by and between AEI CapForce II Investment Corp, a Cayman Islands exempted company (the “Company”), and __________, an individual (“Indemnitee”).
