Securities Subscription Agreement Sample Contracts

Flagfish Acquisition Corporation Ritter House Wickhams Cay II Road Town, Tortola, VG 1110 British Virgin Islands March 25, 2021
Securities Subscription Agreement • November 8th, 2024 • Flag Fish Acquisition Corp • Blank checks • New York

Flagfish Acquisition Corporation, a British Virgin Islands business company (the “Company”), is pleased to accept the offer Whale Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,437,500 ordinary shares (the “Shares”),no par value per share (the “Ordinary Shares”), up to 187,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

AutoNDA by SimpleDocs
Spinning Eagle Acquisition Corp.
Securities Subscription Agreement • September 20th, 2024 • Bold Eagle Acquisition Corp. • Blank checks • New York

Spinning Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Eagle Equity Partners IV, LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 57,500,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 7,500,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:

SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • May 6th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • Delaware

This Securities Subscription Agreement (this “Agreement”), effective as of March 9, 2022, is made and entered into by and between Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), and DC-SPAC, LLC, an Oklahoma limited liability company (the “Buyer”).

KNIGHTSWAN ACQUISITION CORPORATION Bradenton, Florida 34210
Securities Subscription Agreement • January 14th, 2022 • KnightSwan Acquisition Corp • Blank checks • New York

We are pleased to accept the offer KnightSwan Sponsor LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-Allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding the Shares, are as follows:

Gores Holdings X, LLC Boulder CO 80301
Securities Subscription Agreement • December 20th, 2021 • Gores Holdings X, Inc. • New York

Gores Holdings X, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor X LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 20,843,750 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 2,718,750 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment,

SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • March 5th, 2007 • Universal Tracking Solutions,Inc. • Wholesale-electronic parts & equipment, nec • Ohio

THIS SECURITIES SUBSCRIPTION AGREEMENT, dated as of August 1, 2006 ("Agreement"), is executed in reliance upon the exemption from registration afforded by Rule 506 promulgated under Regulation D by the Securities and Exchange Commission ("SEC"), under the Securities Act of 1933 (“Act”), as amended and/or under any other available exemption from registration under the Act. Capitalized terms used herein and not defined shall have the meanings given to them in Rule 506 and Regulation D.

PowerUp Acquisition Corp.
Securities Subscription Agreement • December 30th, 2021 • PowerUp Acquisition Corp. • Blank checks • New York

This agreement (the “Agreement”) is entered into on February 15, 2021 by and between PowerUp Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and PowerUp Acquisition Corp., an 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 8,625,000 shares (the “Shares”) of Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”) up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), 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:

SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • June 7th, 2024 • EQV Ventures Acquisition Corp. • New York

This agreement (this “Agreement”) is entered into on May 22, 2024 by and between (the “Subscriber” or “you”), and EQV Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof and in connection with the Subscriber agreeing to serve as a member of the Company’s board of directors, the Company hereby accepts the offer the Subscriber has made to subscribe for 40,000 Class A ordinary shares, $0.0001 par value per share (the “Shares”), of the Company. The Company and the Subscriber’s agreements regarding such Shares are as follows:

First Light Acquisition Group, Inc. 11110 Sunset Hills Road #2278 Reston, VA 20190
Securities Subscription Agreement • July 19th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York

First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer First Light Acquisition Group, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 4,605,750 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 600,750 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for

Heartland Media Acquisition Corp. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327
Securities Subscription Agreement • November 26th, 2021 • Heartland Media Acquisition Corp. • Blank checks • New York

Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Heartland Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 7,187,500 shares (the “Shares”) of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on

Alexandria Agtech/Climate Innovation Acquisition Corp. 26 North Euclid Avenue Pasadena, CA 91101
Securities Subscription Agreement • March 11th, 2021 • Alexandria Agtech/Climate Innovation Acquisition Corp. • New York

Alexandria Agtech/Climate Innovation Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer AACE, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 7,187,500 of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock,” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-one bas

TETRAGON ACQUISITION CORPORATION I
Securities Subscription Agreement • April 8th, 2021 • Tetragon Acquisition Corp I • New York

Tetragon Acquisition Corporation I, a Delaware corporation (the “Company”), is pleased to accept the offer TFG Asset Management Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 14,375,000 of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 1,875,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock,” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-o

Corporate Acquirers, Inc. New York, NY 10022
Securities Subscription Agreement • March 18th, 2008 • Corporate Acquirers, Inc. • Blank checks • New York

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,625,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), up to 195,000 of which Shares are subject to complete or partial forfeiture (the “Forfeiture”) to the extent the underwriters’ of the initial public offering of Corporate Acquirers, Inc., a Delaware corporation (the “Company”) do not exercise their over-allotment option. The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

Swiftmerge Acquisition Corp. West Vancouver, BC V7V3A2 October [●], 2021
Securities Subscription Agreement • October 25th, 2021 • Swiftmerge Acquisition Corp. • Blank checks • New York

This agreement (this “Agreement”) is entered into on October [●], 2021 by and between certain investment funds and managed accounts managed by or affiliated with [●] (collectively, the “Subscriber” or “you”), and Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 225,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I Uniondale, New York 11553
Securities Subscription Agreement • September 14th, 2021 • Arbor Rapha Capital Bioholdings Corp. I • Blank checks • New York

Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”), is pleased to accept the offer Arbor Rapha Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 4,312,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires,

Global Blockchain Acquisition Corp. Orlando, Florida 32827
Securities Subscription Agreement • April 20th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • New York

This agreement (the “Agreement”) is entered into on August 17, 2021 by and between Global Blockchain Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Global Blockchain Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), up to 562,500 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:

FORM OF SECURITIES SUBSCRIPTION AGREEMENT to purchase shares of common stock of
Securities Subscription Agreement • April 7th, 2016 • Safety Quick Lighting & Fans Corp. • Electric lighting & wiring equipment • Florida
BorrowMoney.Com, Inc.
Securities Subscription Agreement • December 14th, 2023 • BorrowMoney.com, Inc. • Services-business services, nec • Florida

THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1993, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHALL BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. III
Securities Subscription Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York

Pursuant to that certain securities subscription agreement, dated as of March 2, 2021 (the “Original Agreement”), by and between Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), you subscribed for and purchased from the Company 5,750,000 Class B ordinary shares of the Company (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture if the underwriter of the Company’s initial public offering of its securities (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber now desire to amend and restate the Original Agreement in its entirety as set forth herein.

AutoNDA by SimpleDocs
SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • January 11th, 2016 • Safety Quick Lighting & Fans Corp. • Electric lighting & wiring equipment • Florida
ISRAEL AMPLIFY PROGRAM CORP. New York, New York, 10017
Securities Subscription Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • New York

Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer that Sphera SPAC, Limited Partnership, an Israeli limited partnership (the “Subscriber” or “you”), has made to purchase 979,927 of the Company’s Class B ordinary shares (the “Purchased Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 130,425 of which are subject to complete or partial forfeiture by you if the underwriter of the Company’s initial public offering (the “IPO”) does not fully exercise its over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended from time to time (the “Articles”), Class B Ordinary Shares will convert into Class A

HANRYU HOLDINGS, INC.
Securities Subscription Agreement • July 16th, 2024 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware

This agreement (the “Agreement”) is entered into effective May 31, 2023 by and between Hanryu Holdings, Inc., a Delaware corporation (the “Company”) and [AUTHORIZED PERSON], a natural person (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 760,000 shares of the Company’s common stock $0.001 par value per share (the “Shares”), for a Purchase Price (as defined in Section 1.1) of $10.00 per share.

Gores Guggenheim, Inc. Boulder, CO 80301
Securities Subscription Agreement • February 22nd, 2021 • Gores Guggenheim, Inc. • New York

Gores Guggenheim, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Guggenheim Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 21,562,500 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 2,812,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to ad

Kimbell Tiger Operating Company, LLC 777 Taylor St., Suite 810 Fort Worth, Texas 76102
Securities Subscription Agreement • January 28th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • New York

This agreement (the “Agreement”) is entered into on May 10, 2021 by and between Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Subscriber” or “you”), and Kimbell Tiger Operating Company, LLC, a Delaware limited liability company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,500 Class A units of the Company (the “Units”). The Company and the Subscriber’s agreements regarding such Units are as follows:

EX-10.1 3 d899900dex101.htm EX-10.1 SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • May 5th, 2020 • New York

This SECURITIES SUBSCRIPTION AGREEMENT, dated as of March 30, 2015 (this “Agreement”), is made by and among Amarin Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and Sofinnova Venture Partners VII, L.P. (“Purchaser”).

USA Acquisition Corp.
Securities Subscription Agreement • December 3rd, 2021 • USA Acquisition Corp. • Blank checks • New York

USA Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer USA Sponsor Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 5,750,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock, and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, up

EX-12 2 dex12.htm FORM OF SECURITIES SUBSCRIPTION AGREEMENT SECURITIES SUBSCRIPTION AGREEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),...
Securities Subscription Agreement • May 5th, 2020 • New York

THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED OR DETERMINED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Empeiria Acquisition Corp. New York, NY 10019
Securities Subscription Agreement • March 4th, 2011 • Empeiria Acquisition Corp • New York

We are pleased to accept the offer Empeiria Investors LLC (the “Subscriber”) has made to purchase 4,000,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”) up to 500,000 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Empeiria Acquisition Corp., a Delaware corporation (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • January 5th, 2012 • Novogen LTD • Pharmaceutical preparations • New York

This Securities Subscription Agreement (this “Agreement”) dated as of December 28, 2011, is by and among Marshall Edwards, Inc., a Delaware corporation (the “Company”), and Novogen Limited (the “Purchaser”).

SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • October 24th, 2023 • Agriculture & Natural Solutions Acquisition Corp • Blank checks • New York

This Securities Subscription Agreement (this “Agreement”), effective as of March 23, 2021, is made and entered into by and between Decarbonization Plus Acquisition Corporation V, a Cayman Islands exempted company (the “Company”), and Decarbonization Plus Acquisition Sponsor V LLC, a Cayman Islands limited liability company (the “Buyer”).

Athena Technology Acquisition Corp. II New York, NY 10018
Securities Subscription Agreement • October 18th, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York

This agreement (the “Agreement”) is entered into on August 31, 2021 by and between Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,362,500 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), 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:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!