Form 8-K
8-K — Bluerock Acquisition Corp. II
Accession: 0001104659-26-111932
Filed: 2026-09-29
Period: 2026-09-24
CIK: 0002098410
SIC: 6770 (BLANK CHECKS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2532616d19_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2532616d19_ex1-1.htm)
EX-3.1 — EXHIBIT 3.1 (tm2532616d19_ex3-1.htm)
EX-4.1 — EXHIBIT 4.1 (tm2532616d19_ex4-1.htm)
EX-10.1 — EXHIBIT 10.1 (tm2532616d19_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (tm2532616d19_ex10-2.htm)
EX-10.3 — EXHIBIT 10.3 (tm2532616d19_ex10-3.htm)
EX-10.4 — EXHIBIT 10.4 (tm2532616d19_ex10-4.htm)
EX-10.5 — EXHIBIT 10.5 (tm2532616d19_ex10-5.htm)
EX-10.6 — EXHIBIT 10.6 (tm2532616d19_ex10-6.htm)
EX-10.7 — EXHIBIT 10.7 (tm2532616d19_ex10-7.htm)
EX-99.1 — EXHIBIT 99.1 (tm2532616d19_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2532616d19_ex99-2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 24, 2026
BLUEROCK ACQUISITION
CORP. II
(Exact name of registrant as specified in its charter)
Cayman Islands
001-43485
N/A
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
919 Third Avenue
New York, New York 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 843-1601
Not
Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
BRRKU
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
BRRK
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
BRRKW
The Nasdaq Stock Market LLC
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On September 28, 2026, Bluerock
Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 17,250,000
units (the “Units”), including the issuance of 2,250,000 Units as a result of the underwriter’s exercise of the
over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class
A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”),
with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning
30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $172,500,000.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement on Form S-1 (File No. 333-297691) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on July 24 2026, as amended (the “Registration Statement”):
●
An Underwriting Agreement, dated September 24, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
●
A Warrant Agreement, dated September 24, 2026, by and between the Company and Continental Stock Transfer & Trust company (“Continental”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
●
A Letter Agreement, dated September 24, 2026, by and among the Company, its executive officers, its directors and Bluerock Acquisition Holdings II, LLC, the Company’s sponsor (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
●
An Investment Management Trust Agreement, dated September 24, 2026, by and between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
●
A Registration Rights Agreement, dated September 24, 2026, by and among the Company, the Sponsor and the holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.
●
A Private Placement Warrants Purchase Agreement, dated September 24, 2026, by and between the Company and the Sponsor (the “Sponsor Private Placement Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.
●
A Private Placement Warrants Purchase Agreement, dated September 24, 2026, by and between the Company and the Representative (the “Representative Private Placement Warrants Purchase Agreement” and, together with the Sponsor Private Placement Warrants Purchase Agreement, the “Private Placement Warrants Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.
●
An Administrative Services and Indemnification
Agreement, dated September 24, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and
is incorporated herein by reference.
● An Administrative Services Agreement, dated September 24, 2026,
by and between the Company and JBA Asset Management LLC (“JBAAM”), a copy of which is attached as Exhibit 10.7 hereto
and is incorporated herein by reference.
The material terms of such
agreements are fully described in the Company’s final prospectus, dated September 24, 2026, as filed with the Commission on September
25, 2026 (the “Prospectus”) and are incorporated herein by reference.
1
Item 3.02. Unregistered Sales of Equity Securities.
On September 28, 2026, simultaneously
with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of
an aggregate of 5,812,500 warrants (the “Private Placement Warrants”) to the Sponsor and the Representative at a purchase
price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5,812,500. Of the 5,812,500 Private Placement
Warrants, the Sponsor purchased 3,862,500 Private Placement Warrants and the Representative purchased 1,950,000 Private Placement Warrants.
The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except as otherwise disclosed
in the Registration Statement. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants.
The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2026, in
connection with the IPO, Christopher Bradley, Ziv Conen and Andrew Weksler were appointed to the board of directors of the Company. Each
of Christopher Bradley, Ziv Conen and Andrew Weksler are independent directors. Effective September 24, 2026, Christopher Bradley, Ziv
Conen and Andrew Weksler were appointed to the Board’s Audit Committee and Christopher Bradley and Ziv Conen were appointed to the
Board’s Compensation Committee, with Andrew Weksler and Ziv Conen serving as chair of the Audit Committee and chair of the Compensation
Committee, respectively.
Following
the appointment of Messrs. Bradley, Conen and Weksler, the Board is comprised of three classes. The term of office of the first class
of directors, Class I, consisting of Christopher Bradley and Ziv Conen, will expire at the Company’s first annual meeting of shareholders.
The term of office of the second class of directors, Class II, consisting of Andrew Weksler, will expire at the Company’s second
annual meeting of shareholders. The term of office of the third class of directors, Class III, consisting of R. Ramin Kamfar, will
expire at the Company’s third annual meeting of shareholders.
On
September 24, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement
as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. In addition,
Christopher Bradley received 30,000 Class B ordinary shares of the Company, Ziv Conen received 25,000 Class B ordinary shares of the Company
and Andrew Weksler received 40,000 Class B ordinary shares of the Company as compensation for their service as directors to the Company.
On September 24, 2026,
in connection with the IPO, the Company and JBAAM, an affiliate of Andrew Weksler, entered into the Administrative Services Agreement,
pursuant to which the Company will pay JBAAM up to $7,500 per month for a maximum of twelve months for office space, secretarial and administrative
services.
Other
than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed
as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The
foregoing descriptions of the Letter Agreement, the form of indemnity agreement, and the Administrative Services Agreement do not purport
to be complete and are qualified in their entireties by reference to the Letter Agreement, the form of indemnity agreement, and
the Administrative Services Agreement, copies of which are attached as Exhibit 10.1 hereto and as Exhibit 10.6 and Exhibit 10.10 to the
Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year.
On
September 24, 2026, in connection with the IPO, the Company adopted its Fourth Amended and Restated Memorandum and Articles of Association
(the “Amended Articles”), effective the same day. The terms of the Amended Articles are set forth in the Registration
Statement and are incorporated herein by reference. A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
2
Item 8.01. Other Events.
A
total of $173,362,500 of the net proceeds from the IPO (which amount includes up to $6,037,500 of the underwriter’s deferred commission)
($10.05 per Unit) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental,
acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to
pay its taxes and up to $100,000 of interest to pay liquidation expenses, the funds held in the trust account will not be released from
the trust account until the earliest of (i) the completion of the Company’s initial business combination or an earlier redemption
in connection with the commencement of the consummation of the initial business combination if the Company determines it is desirable
to facilitate the completion of the initial business combination, (ii) the redemption of the Class A Ordinary Shares included in the Units
sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination within
21 months from the closing of the IPO , subject to applicable law or (iii) the redemption of any of the public shares properly submitted
in connection with a shareholder vote to amend the Company’s Amended Articles (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not
consummated an initial business combination within 21 months from the closing of the IPO or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity.
On September 24, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On September 28, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit
No.
Description
1.1
Underwriting Agreement,
dated September 24, 2026, by and between the Company and the Representative.
3.1
Fourth Amended and Restated
Memorandum and Articles of Association.
4.1
Warrant Agreement, dated
September 24, 2026, by and between the Company and Continental, as warrant agent.
10.1
Letter Agreement, dated
September 24, 2026, by and among the Company, its executive officers, its directors and the Sponsor.
10.2
Investment Management Trust
Agreement, dated September 24, 2026, by and between the Company and Continental, as trustee.
10.3
Registration Rights Agreement,
dated September 24, 2026, by and among the Company, the Sponsor and the Holders signatory thereto.
10.4
Private Placement Warrants
Purchase Agreement, dated September 24, 2026, by and between the Company and the Sponsor.
10.5
Private Placement Warrants
Purchase Agreement, dated September 24, 2026, by and between the Company and the Representative.
10.6
Administrative Services
and Indemnification Agreement, dated September 24, 2026, by and between the Company and the Sponsor.
10.7
Administrative Services Agreement, dated September 24, 2026, by and between the Company and JBAAM.
99.1
Press Release, dated September
24, 2026.
99.2
Press Release, dated September
28, 2026.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
3
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BLUEROCK ACQUISITION CORP. II
By:
/s/ Harrison Seideman
Name:
Harrison Seideman
Title:
President and Chief Operating Officer
Dated: September 29, 2026
4
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2532616d19_ex1-1.htm · Sequence: 2
Exhibit 1.1
BLUEROCK ACQUISITION CORP. II
UNDERWRITING
AGREEMENT
New York, New
York
September 24, 2026
BTIG, LLC
65 E. 55th Street
New York, New York 10022
As Representative of the Underwriters
named on Schedule
A hereto
Ladies and Gentlemen:
The undersigned, Bluerock
Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC
(“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if
any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred
to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that,
if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
1. Purchase and Sale of Securities.
1.1 Firm Securities.
1.1.1 Purchase
of Firm Units. On the basis of the representations and warranties contained in this Underwriting Agreement (this “Agreement”),
but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally
and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units
of the Company (the “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite the name
of such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions, excluding the Deferred Underwriting
Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”)
at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share, of $0.0001 par value, of the
Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (the “Warrants”).
The Class A Ordinary Shares and the Warrants included in the Firm Units (and the Class A Ordinary Shares and the warrants included
in the Option Units (as defined below), if any) will trade separately on the 52nd day following the date hereof (or, if such date is not
a Business Day (as defined below), on the following Business Day) unless the Representative determines to allow earlier separate trading.
Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares and the Warrants included in either
the Firm Units or the Option Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission
(the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s
receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial
information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such
option is exercised prior to the filing of the Current Report on Form 8-K and (ii) the Company has filed with the Commission
a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles
its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing 30 days after the consummation
by the Company of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination
with one or more businesses (the “Business Combination”) and expiring on the five-year anniversary of the consummation
by the Company of its initial Business Combination, or earlier upon redemption or liquidation.
1.1.2 Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first Business Day (as
defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative
and the Company, at the offices of White & Case LLP, counsel to the Underwriters (“White & Case”),
or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the
Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer
in Federal (same day) funds, payable as follows: $150,750,000 of the proceeds received by the Company for the Firm Units and the sale
of Private Placement Warrants (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”)
established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as
defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)
between the Company and Continental Stock Transfer & Trust Company (“Continental”). The funds deposited in
the Trust Account shall include an aggregate of $5,250,000 ($0.35 per Firm Unit), payable to the Representative on behalf of the Underwriters
as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual
expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to
the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through
the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be
registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full Business
Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least
one full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon
tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means
the holders of Class A Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor
(defined below), any member of the Sponsor or any officer or director of the Company, to the extent, he, she or it acquires such Class A
Ordinary Shares in the aftermarket (and solely with respect to such Class A Ordinary Shares). “Business Day” means
any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to
remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by
law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other
similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long
as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open
for use by customers on such day.
1.2 Over-Allotment Option.
1.2.1 Option
Units. The Underwriters are hereby granted an option (the “Over-allotment Option”) to purchase, ratably in accordance
with the number of Firm Units to be purchased by each of them, up to an additional 2,250,000 units (the “Option Units”),
the net proceeds of which, together with the proceeds of the Option Private Placement Warrants (as defined below), will be deposited in
the Trust Account, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such
Option Units shall be identical in all respects to the Firm Units and shall be sold at the same purchase price per Firm Unit to be paid
by the Underwriters to the Company. The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,”
and the Units, the Class A Ordinary Shares, the Warrants included in the Units and the Class A Ordinary Shares issuable upon
exercise of the Warrants are hereinafter referred to collectively as the “Public Securities.” No Option Units shall
be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the
Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered
and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be
the price set forth in Section 1.2.3 hereof.
1.2.2 Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative
as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective
Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any
obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby
may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance with Section 10.1
herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units
(the “Option Closing Date”), which will not be later than five full Business Days after the date of the notice or
such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of White &
Case or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company
and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date
will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters,
and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units
specified in such notice
1.2.3 Payment
and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds,
payable as follows: $9.80 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the
Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the
facilities of DTC) for the account of the Representative. The amount of the payments for the Option Units to be deposited in the Trust
Account will include $0.35 per Option Unit (up to $787,500), payable to the Representative on behalf of the Underwriters as Deferred Underwriting
Commission in accordance with Section 1.3 hereof. The certificates representing the Option Units to be delivered will be in
such denominations and registered in such names as the Representative requests in writing not less than two full Business Days prior to
the Closing Date or the Option Closing Date, as the case may be. The Company shall not be obligated to sell or deliver the Option Units
except upon tender of payment by the Underwriters for applicable Option Units.
1.3 Deferred
Underwriting Commission. The Representative agrees that 3.50% of the gross proceeds from the sale of the Firm Units ($5,250,000)
and 3.50% of the gross proceeds from the sale of the Option Units (up to $787,500) (collectively, the “Deferred Underwriting
Commission”), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued
interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. In the event
that the Company is unable to consummate a Business Combination and Continental, as the trustee of the Trust Account (in this context,
the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative
agrees that: (i) the Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued
interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account,
shall be distributed on a pro-rata basis among the Public Shareholders. Any Deferred Underwriting Commission will be fully earned by
each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of the Offering (including
payment of the purchase price of any Option Units) and will be paid to the Representative on behalf of the Underwriters if and when the
Company consummates its Business Combination, without any further conditions. Notwithstanding the foregoing, the Deferred Underwriting
Commission shall be payable as follows: (i) $0.175 per Unit shall be paid to the Underwriters in cash, (ii) $0.125 per Unit
shall be paid to the Underwriters in cash, such amount to be determined pursuant to the formula set forth below (the “Trust
Account Portion”), and (iii) $0.05 per Unit shall be paid to the Underwriters in cash (the “Allocable Amount”),
provided that, the Company, in its sole discretion, may determine to allocate any portion of the Allocable Amount to third parties not
participating in the Offering (but who are members of FINRA) that assist in consummation the Business Combination. The Trust Account
Portion shall be determined by multiplying (i) a fraction, the numerator of which is the number of Class A Ordinary Shares
outstanding immediately prior to the consummation of the Business Combination, less any Class A Ordinary Shares that have been submitted
for redemption by Public Shareholders who have properly exercised their redemption rights and plus any Class A Ordinary Shares held
by shareholders that have entered into forward purchase agreements or other arrangements whereby the Company has a contractual obligation
to repurchase such Class A Ordinary Shares in connection with the Business Combination, and the denominator of which is the number
of Class A Ordinary Shares sold in the Offering by (ii) 0.125.
1.4 Private Placements.
1.4.1 Founder
Shares. On October 21, 2025, Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”),
purchased from the Company 7,666,667 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration
of $25,000 paid to cover certain offering costs on behalf of the Company, in a private placement exempt from registration under the Securities
Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. On January 16, 2026, the
Sponsor transferred an aggregate of 95,000 Founder Shares to the Company's independent director nominees (such independent director nominees,
together with the Sponsor, the "Initial Shareholders"). On February 13, 2026, the Sponsor surrendered 1,916,667
Founder Shares to the Company for no consideration, resulting in an aggregate of 5,750,000 Founder Shares outstanding. On September 20,
2026, the Company effected a share capitalization of 310,811 Founder Shares, resulting in an aggregate of 6,060,811 Founder Shares outstanding.
No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares.
Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Shareholders
until the earlier of: (i) six months after the completion of a Business Combination, or earlier if, subsequent to such Business
Combination, the closing price of the Company’s Class A Ordinary Shares equals or exceeds $12.00 per share (as-adjusted for
share sub-divisions , share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing after the closing of the initial Business Combination and (ii) the date following the completion of a Business
Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of
the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
The Initial Shareholders shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the
event the Company fails to consummate a Business Combination. The Initial Shareholders shall not have redemption rights with respect
to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit
such number of Founder Shares (up to 790,541 Founder Shares) such that the Founder Shares then outstanding will comprise 26% of the issued
and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Over-allotment Option.
1.4.2 Warrant
Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant
to the Purchase Agreements (as defined in Section 2.21.2 hereof), 5,250,000 private placement warrants (3,750,000 private
placement warrants to be purchased by the Sponsor and 1,500,000 to be purchased by the Representative), each exercisable to purchase one
Class A ordinary share at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrants”)
in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously
with the Option Closing Date (if any), the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement
(as defined in Section 2.21.2 hereof), up to an additional 562,500 Private Placement Warrants at a purchase price of $1.00
per Private Placement Warrant in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of
the Act. The Private Placement Warrants and the Option Private Placement Warrants, if any, are substantially identical to the Warrants,
subject to certain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any,
is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants, the Option Private
Placement Warrants or the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Option Private
Placement Warrants, may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days after consummation
of a Business Combination. Certain proceeds from the sale of the Private Placement Warrants and certain of the proceeds from the sale
of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. In addition, the Private Placement Warrants
and Option Private Placement Warrants issued to the Representative and the Class A Ordinary Shares issuable upon exercise of the
Private Placement Warrants and Option Private Placement Warrants will be subject to the lock-up and registration rights limitations imposed
by FINRA Rule 5110 and such Private Placement Warrants and Option Private Placement Warrants may not be exercised after five years
from the commencement of sales of the Offering.
1.4.3 The
Private Placement Warrants, the Option Private Placement Warrants, if any, and the Class A Ordinary Shares issuable upon exercise
of the Private Placement Warrants and Option Private Placement Warrants, if any, are hereinafter referred to collectively as the “Placement
Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement
Securities.
The Public Securities, the Placement Securities
and the Founder Shares are hereinafter referred to collectively as the “Securities.”
1.5 Working Capital. Upon consummation
of the Offering, it is intended that approximately $850,000 (whether or not the Over-allotment Option is exercised) of the Offering proceeds
and the Warrant Private Placement will be released to the Company and held outside of the Trust Account to fund the working capital requirements
of the Company.
1.6 Interest
Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on
the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any
taxes incurred by the Company (other than excise or similar tax that may be due or payable) and up to $100,000 for liquidation expenses,
all as more fully described in the Prospectus (as defined below).
2. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters
as follows:
2.1 Filing of Registration Statement.
2.1.1 Pursuant
to the Act. The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on Form S-1
(File No. 333-297691), including any related preliminary prospectus (“Preliminary Prospectus”), including any
prospectus that is included in the Registration Statement (as defined below) immediately prior to the effectiveness of the Registration
Statement, for the registration of the Units (and the Class A Ordinary Shares and the Warrants included in the Units) under the
Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of
the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for
use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied.
Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration
statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part
thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations),
is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date
included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted
at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424
of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale,”
as used in the Act, means 4.30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared
a Preliminary Prospectus, dated September 22, 2026 and included in the Registration Statement filed as of September 22, 2026,
for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary
Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a Registration Statement pursuant
to Rule 462(b) under the Act registering additional securities or an amendment to such Registration Statement (a “Rule 462(b) Registration
Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement”
shall be deemed to include such Rule 462(b) Registration Statement. Other than the Rule 462(b) Registration Statement,
which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has been filed with the
Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or,
if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Act with the filing of
such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date
hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale
Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide
an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale
Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first
such new purchase contract.
2.1.2 Pursuant
to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File No. 001-43485)
providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units,
the Class A Ordinary Shares and the Warrants. The registration of the Units, Class A Ordinary Shares and the Warrants under
the Exchange Act has been declared effective by the Commission on the date hereof and the Units, the Class A Ordinary Shares and
the Warrants have been registered pursuant to Section 12(b) of the Exchange Act.
2.1.3 No
Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state,
or other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration
Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus, or Prospectus or any part thereof, or has instituted or, to the
Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2 Disclosures in Registration Statement.
2.2.1 10b-5
Representation, Etc. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to
the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus did and will, in all material respects, conform to the requirements of the
Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as
of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein, or necessary to make the statements therein, not misleading. The Prospectus, as of its date and the Closing Date or the
Option Closing Date, as the case may be, did not and will not, and the amendments and supplements thereto, as of their respective dates,
will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale
(or such subsequent Time of Sale pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed
as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of
the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus
or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale
Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations
and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The
representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance
upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly
for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto.
The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following:
the names of the Underwriters, the information with respect to stabilizing transactions contained in the seventeenth, eighteenth, nineteenth
and twentieth paragraphs of the section entitled “Underwriting” and the identity of counsel to the Underwriters contained
in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.2 Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required
to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission as
exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized
or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is
referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that
is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect
and is enforceable against the Company and, to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto,
in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be
limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought, and no such agreement or instrument has been assigned by the Company, and neither the Company nor, to the Company’s
knowledge, assuming reasonable inquiry, any other party is in breach or default thereunder and, to the Company’s knowledge, assuming
reasonable inquiry, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or
default thereunder. To the Company’s knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions
of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses,
including, without limitation, those relating to environmental laws and regulations.
2.2.3 Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of,
any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation,
except as disclosed in the Registration Statement.
2.2.4 Regulations.
The disclosures in the Registration Statement, the Sale Preliminary Prospectus, and Prospectus concerning the effects of federal, foreign,
state, and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not
omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not
misleading.
2.3 Changes After Dates in Registration Statement.
2.3.1 No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in
the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered
into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors
(the “Board of Directors”) or management has resigned from any position with the Company, other than a change in the
title of such officer, and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair,
with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company
as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.3.2 Recent
Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has
not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared
or paid any dividend or made any other distribution on or in respect to its share capital.
2.4 Independent
Registered Public Accounting Firm. To the Company’s knowledge, assuming reasonable inquiry, WithumSmith+Brown, PC (“Withum”),
whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus,
and the Prospectus, is an independent registered public accounting firm as required by the Act, the Regulations and the Public Company
Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the
Company’s knowledge, assuming reasonable inquiry, Withum is currently registered with the PCAOB. Withum has not, during the periods
covered by the financial statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided
to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.5 Financial Statements; Statistical Data.
2.5.1 Financial
Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the
cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity
with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods
involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus present
fairly the information required to be stated therein in conformity with the Regulations. No other financial statements or supporting
schedules are required to be included or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus or
the Prospectus. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose all material off-balance sheet
transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated
entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial
condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
There are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus in accordance with Regulation S-X or Form 10 that have not been included as required.
2.5.2 Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus,
and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate,
and such data materially agree with the sources from which they are derived.
2.6 Authorized
Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus,
and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,
the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary
Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted
share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options,
warrants, or other rights to purchase or otherwise acquire any authorized but unissued Class A Ordinary Shares or any security convertible
into Class A Ordinary Shares, or any contracts or commitments to issue or sell Class A Ordinary Shares or any such options,
warrants, rights or convertible securities.
2.7 Valid Issuance of Securities.
2.7.1 Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have
been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect
thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation
of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized
and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of
the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based
in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.
2.7.2 Securities
Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in
accordance with this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and
will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the
Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly
taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation
and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute
valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance
with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as
such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;
(ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the
equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Class A Ordinary Shares
issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration
therefor, and when issued and delivered in accordance with the terms thereof such Class A Ordinary Shares will be duly and validly
authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability
by reason of being such holders.
2.7.3 Placement
Securities. The Private Placement Warrants and Option Private Placement Warrants, if any, constitute valid and binding obligations
of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and
are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought. The Class A Ordinary Shares issuable upon exercise of the Private
Placement Warrants and the Option Private Placement Warrants, if any, have been reserved for issuance and, when issued in accordance with
the terms of the Private Placement Warrants and the Option Private Placement Warrants, if any, and registered in the Company’s register
of members, will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders
thereof are not and will not be subject to personal liability by reason of being such holders.
2.7.4 No
Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
which are required to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.
2.8 Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no
holders of any securities of the Company or any warrants exercisable for or convertible or exchangeable into securities of the Company
have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in
a registration statement to be filed by the Company.
2.9 Validity
and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Insider Letter (as defined in Section 2.21.1),
the Warrant Agreement (as defined in Section 2.23), the Services Agreements (as defined in Section 2.21.3), the
Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (as defined in Section 2.21.2)
(collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed
and delivered, and assuming the due authorization, execution and delivery of each Transaction Document by the other parties hereto and
thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective
terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal,
and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may
be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.10 No
Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company
of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will
not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with
any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition
of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition,
covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement;
(ii) result in any violation of the provisions of the amended and restated memorandum and articles of association of the Company
(collectively, the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation,
judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its
properties, assets or business constituted as of the date hereof; except in the case of clauses (i) and (iii) above for any
such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse
Effect (as defined below).
2.11 No
Defaults; Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of
any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing
an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be
bound or to which any of the properties or assets of the Company is subject, except for any such default or violation that would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is not in violation of any term
or provision of its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses,
except for any such violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
2.12 Corporate Power; Licenses; Consents.
2.12.1 Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to
conduct its business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except where
the failure to would not reasonably be expected to have a Material Adverse Effect. The disclosures in the Registration Statement, the
Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on this Offering
and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other than in connection
with its formation and in furtherance of this Offering.
2.12.2 Transactions
Contemplated Herein. The Company has all requisite corporate power and authority to enter into the Transaction Documents and to carry
out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith
and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other body,
foreign or domestic, is required for the valid issuance, sale, and delivery, of the Securities and the consummation of the transactions
and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, except with respect to applicable foreign, federal and state securities laws, the rules of The Nasdaq Stock Market
LLC (“Nasdaq”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority (“FINRA”).
2.13 D&O
Questionnaires. To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (“Questionnaires”)
completed by each of the Company’s officers, directors and shareholders (“Insiders”) and provided to the Representative
and their counsel and the biographies of the Insiders contained in the Registration Statement, Sale Preliminary Prospectus and the Prospectus
(to the extent a biography is contained) (the “Biographies”) is true and correct in all material respects and the Company
has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider or
in the Biographies to become inaccurate, incorrect or incomplete in any material respect.
2.14 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s
knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that would be reasonably expected to have
a Material Adverse Effect, that has not been disclosed, that is required to be disclosed, in the Registration Statement, the Sale Preliminary
Prospectus or the Prospectus or to Nasdaq.
2.15 Good
Standing. The Company has been duly incorporated and is validly existing as an exempted company and is in good standing under the
laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where
the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects,
business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material
Adverse Effect”).
2.16 No
Contemplation of a Business Combination. The Company has not selected any specific Business Combination target (each a “Target
Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with
any Target Business regarding a Business Combination with the Company.
2.17 Transactions Requiring Disclosure to FINRA.
2.17.1 Finder’s
Fees. Other than as described in the Registration Statement, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the
Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming
reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as defined by FINRA.
2.17.2 Payments
Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person,
as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to
the Company persons who raised or provided capital to the Company; or (ii) "any participating member", as defined in FINRA
Rule 5110, with respect to the Offering (a "Participating Member”), within the 180-day period prior to the initial
filing of the Registration Statement, other than the prior payments to the Representative in connection with the Offering. The Company
has not issued any warrants or other securities, or granted any options, directly or indirectly, to any Participating Member within the
180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company have been privately
issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or
association with any Participating Member. Except with respect to the Representative in connection with the Offering, the Company has
not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement)
during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement
provides for the receipt of any “underwriting compensation” as defined in FINRA Rule 5110.
2.17.3 FINRA
Affiliation. Except as disclosed in the FINRA Questionnaires provided to the Representative, no officer or director or any direct
or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether debt or equity,
registered or unregistered, regardless of the time acquired or the source from which derived) (other than the Representative and its associated
persons, upon the closing of the Warrant Private Placement) has any direct or indirect affiliation or association with any Participating
Member (as determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and White &
Case if it learns that any officer or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate
or associated person of a Participating Member.
2.17.4 Share
Ownership. Except as disclosed in the FINRA Questionnaires provided to the Representative, no officer or director or any direct or
indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or
other securities of any Participating Member (other than securities purchased on the open market) (other than the Representative and its
associated persons, upon the closing of the Warrant Private Placement).
2.17.5 Loans.
No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered
securities has made a subordinated loan to any Participating Member.
2.17.6 Proceeds
of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation), the Private Placement Warrants
or the Option Private Placement Warrants, if any, will be paid to any Participating Member, except as specifically authorized herein.
2.17.7 Conflicts
of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict of interest with
the Company. For this purpose, a “conflict of interest” exists when a Participating Member, its associated persons,
its parent or its affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common
equity, or 10% or more of the Company’s preferred equity.
2.18 Taxes.
2.18.1 There
are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision
of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the
Company of the Public Securities.
2.18.2 The Company has filed
all U.S. federal, state and local tax returns and all non-U.S. tax returns required to be filed with taxing authorities prior to the
date hereof in a timely manner or has duly obtained extensions of time for the filing thereof (except in any case in which the failure
so to file would not reasonably be expected to have a Material Adverse Effect). The Company has paid all taxes shown as due on such returns
that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent that
any of the foregoing is due and payable or as would not be reasonably expected to have a Material Adverse Effect. The Company has made
appropriate provisions in the applicable financial statements referred to in Section 2.5.1 above in respect of all federal,
state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has
not been finally determined.
2.18.3 In
the event an excise tax or any other similar fee or tax in nature is levied or imposed on the Company pursuant to any current law(s),
including without limitation any excise tax due under the Inflation Reduction Act of 2022 in relation to a redemption of securities as
described in the Registration Statement or otherwise, the Company agrees not to make payment of any such tax or fee from the Trust Account
and further agrees not to seek recourse for any such tax or fee from the Trust Account.
2.19 Foreign Corrupt Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1 Foreign
Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders
or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit
(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of
a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign)
or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or
hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the
Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past,
might have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or
operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient
to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2 Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with
(i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control
Act of 1986, as amended, the rules and regulations thereunder and any related or similar anti-money laundering statutes, rules, regulations
or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “Anti-Money Laundering
Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the Company’s knowledge, assuming reasonable
inquiry, threatened.
2.19.3 Patriot
Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy
Act of 1970, as amended, the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT ACT) Act of 2001 or the rules and regulations promulgated under any such law, or any successor law.
2.20 Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to
the Representative or to White & Case shall be deemed a representation and warranty by the Company to the Underwriters as to
the matters covered thereby.
2.21 Agreements with Insiders.
2.21.1 Insider
Letter. On the date of this Agreement, the Company will cause to be duly executed and delivered to the Underwriters a legally binding
and enforceable agreement (except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification, contribution or non-compete provision
may be limited under foreign, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought), a form of which is annexed as an exhibit to the Registration Statement (the “Insider Letter”),
pursuant to which each of the Insiders of the Company agrees to certain matters.
2.21.2 Purchase
Agreements. On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement
Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase
Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver
the purchase price for the Private Placement Warrants to be sold to the Sponsor as described in Section 1.4.2, and as provided
for in such Sponsor Purchase Agreement. The Company and the Representative shall have executed and delivered a Private Placement Warrants
Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement”
and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative
will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Warrants
and the Option Private Placement Warrants, if any, to be sold to the Representative as described in Section 1.4.2 and as provided
for in such Representative Purchase Agreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Representative
have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect
of the Private Placement Warrants and the Option Private Placement Warrants, if any, and (ii) certain of the proceeds from the sale
of the Private Placement Warrants and certain of the proceeds from the sale of the Option Private Placement Warrants, if any, will be
deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing
Date (if any) as provided for in the Purchase Agreements.
2.21.3 Services
Agreements. On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters an Administrative
Services and Indemnification Agreement, the form of which is annexed as an exhibit to the Registration Statement (the "Sponsor
Services Agreement”), pursuant to which the Sponsor will provide office space, utilities and secretarial and administrative
services to the Company, for which the Company will pay the Sponsor $15,000 per month for a maximum of twelve months, starting on the
Effective Date and continuing until the earlier of (i) the completion of an initial Business Combination, (ii) the liquidation
of the Company and (iii) twelve months after the Offering. On the date of this Agreement, the Company and JBA Asset Management LLC
("JBAAM") have executed, and the Company has delivered to the Underwriters, an Administrative Services Agreement,
the form of which is annexed as an exhibit to the Registration Statement (the "JBAAM Services Agreement"), pursuant
to which JBAAM will provide secretarial and administrative services to the Company, for which the Company will pay JBAAM up to $7,500
per month for a maximum of twelve months, starting on the Effective Date and continuing until the earlier of (i) the completion
of an initial Business Combination, (ii) the liquidation of the Company and (iii) twelve months after the Offering. The Sponsor
Services Agreement and the JBAAM Services Agreement are collectively referred to herein as the "Services Agreements."
2.21.4 Registration
Rights Agreement. On the date of this Agreement, the Company, the Sponsor, the Representative and other holders of the Founder Shares
entered into and delivered to the Underwriters a Registration Rights Agreement (the “Registration Rights Agreement”)
substantially in the form annexed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration
rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreement and described more fully
in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.21.5 Loans.
The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”)
pursuant to a promissory note annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are
repayable by the Company on the earlier of (i) December 31, 2026 or (ii) the date of consummation of the Offering.
2.22 Investment
Management Trust Agreement. On the date of this Agreement, the Company has entered into and delivered to the Underwriters the Trust
Agreement with respect to certain proceeds of the Offering and the Warrant Private Placement substantially in the form annexed as an exhibit
to the Registration Statement.
2.23 Warrant
Agreement. On the date of this Agreement, the Company has entered into and delivered to the Underwriters a warrant agreement with
respect to the Warrants underlying the Units and the Private Placement Warrants and the Option Private Placement Warrants, if any, and
certain other warrants that may be issued by the Company with Continental substantially in the form filed as an exhibit to the Registration
Statement (the “Warrant Agreement”).
2.24 No
Existing Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any
employer or prior employer which could materially affect his ability to be an employee, officer or director, as applicable, of the Company,
except as disclosed in the Registration Statement.
2.25 Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s
net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16)
of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
2.26 Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required, to register as
an “investment company” under the Investment Company Act.
2.27 Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.
2.28 Related
Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on
the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal
advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit
of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration
Statement, the Sale Preliminary Prospectus and Prospectus. The Company has not extended or maintained credit, arranged for the extension
of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.29 No
Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention
of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
2.30 Sarbanes-Oxley.
The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended
(the “Sarbanes-Oxley Act”), and the rules and regulations promulgated thereunder and related or similar rules or
regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.
2.31 Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date
and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other
than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.
2.32 Listing
on Nasdaq. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory
distribution, on Nasdaq, and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.
2.33 Board
of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply
with the Sarbanes-Oxley Act and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable
to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the
Sarbanes-Oxley Act and the rules promulgated thereunder and the rules of Nasdaq.
2.34 Emerging
Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35 No
Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer,
or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the
Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together,
“Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or
(d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event.
The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representative
a copy of any disclosures provided thereunder.
2.36 Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer
free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405 under the Act. The Company: (a) has not engaged in any Testing-the-Waters Communication (as defined below)
other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers
within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under
the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representative
and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications other than
those listed on Schedule B hereto. “Testing-the-Waters Communication” means any oral or written communication with
potential investors undertaken in reliance on Section 5(d) of the Act.
3. Covenants of the Company. The Company covenants and agrees as follows:
3.1 Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration
Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any
such amendment or supplement to which the Representative reasonably objects in writing.
3.2 Federal Securities Laws.
3.2.1 Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use its best efforts to comply with all
requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act, as from
time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the
provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company
or counsel for the Representative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the
Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1
hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act.
3.2.2 Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission
pursuant to the requirements of Rule 424 of the Regulations.
3.2.3 Exchange
Act Registration. The Company will use its best efforts to maintain the registration of the Class A Ordinary Shares (or any successor
security for which Class A Ordinary Shares are exchangeable in connection with a Business Combination) under the provisions of the
Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective Date, or until the
Company is required to be liquidated or is acquired, if earlier, or, in the case of the Warrants, until the Warrants expire and are no
longer exercisable or have been exercised or redeemed in full. The Company will not deregister the Public Securities under the Exchange
Act without the prior written consent of the Representative prior to the earlier of the Company’s liquidation or the Business Combination.
3.2.4 Exchange
Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and
dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.
3.2.5 Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain
material compliance with each applicable provision of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder
and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction
over the Company.
3.3 Free-Writing
Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free
writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405 under the Act, without the prior consent of the Representative.
3.4 Delivery
to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period
when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each of the Preliminary Prospectus
and the Prospectus as the Underwriters may reasonably request.
3.5 Effectiveness
and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement to remain
effective until the completion of the Offering and will notify the Representative as promptly as reasonably possible and confirm the notice
in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or
suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that
purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification
of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that
purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement
or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of
the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration
Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order
to make the statements therein, and in light of the circumstances under which they were made, not misleading. If the Commission or any
foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every
reasonable effort to obtain promptly the lifting of such order.
3.6 Affiliated Transactions.
3.6.1 Business
Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or its officers
or directors unless (i) the Company or a committee of independent and disinterested members of its board of directors obtains an
opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business
Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent
directors (if there are any) approve such transaction.
3.7 Reports
to the Representative. For a period of five years from the Effective Date until such earlier time when the Company either completes
its Business Combination or is required to be liquidated or is no longer required to file reports under the Exchange Act, the Company
will furnish to the Representative and its counsel copies of such financial statements and other periodic and special reports as the Company
from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Representative: (i) a
copy of each periodic report the Company files with the Commission, (ii) a copy of every press release and every news item and article
with respect to the Company or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K
or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two copies of each registration statement filed by
the Company with the Commission under the Act, and (v) such additional documents and information with respect to the Company and
the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided
the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable
to the Representative and their counsel in connection with the Representative’s receipt of such information. Documents filed with
or furnished to the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this
Section.
3.8 Transfer
Agent. For a period from the Effective Date until such time when the Company either completes its Business Combination or is required
to be liquidated, the Company shall retain a transfer agent and warrant agent acceptable to the Representative. Continental is acceptable
to the Representative.
3.9 Payment
of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not
paid at Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including
but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing,
mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale
Prospectus and the Prospectus, including any pre- or post-effective amendments or supplements thereto, and the printing and mailing of
this Agreement and related documents, including the cost of all copies thereof and any amendments or supplements thereto supplied to
the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background
checks of the Company’s management team, not to exceed $2,500 per person (in the case of investigations and background checks in
U.S. jurisdictions) and $3,000 per person (in the case of investigations and background checks in non-U.S. jurisdictions), (iv) the
preparation, printing, engraving, issuance and delivery of the Units, the Class A Ordinary Shares and the Warrants included in the
Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA, (vi) fees,
costs and expenses incurred in listing the Securities on Nasdaq or such other share exchanges as the Company and the Representative together
determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) reasonable expenses from all participants
(including the Underwriters) associated with “due diligence” and “road show” meetings arranged by the Representative
and any presentations made available by way of a net roadshow, including without limitation trips for the Company’s management
to meet with prospective investors and all travel, food and lodging expenses associated with such trips incurred by the Company or such
management or the Representative; (ix) the documented fees of the Underwriters’ legal counsel incurred in connection with
the review and qualification of the Offering by FINRA (which shall not exceed $15,000 in the aggregate); (x) the cost of Ipreo database
charges; and (xi) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section 3.9, provided that the maximum accountable expense
allowance reimbursed to or paid on behalf of the Underwriters under this section shall not exceed (a) $85,000 in the aggregate and
(b) $5,000 for any one particular accountable expense, which aggregate maximum expense allowance shall not include the documented
fees of up to $15,000 of the Underwriters’ legal counsel to be reimbursed by the Company under subsection (ix) hereof, without
the prior written approval of the Sponsor or the Company. If the Offering is consummated, the Representative may deduct from the net
proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon
between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering
is not consummated for any reason other than a material breach by the Underwriters of their obligations hereunder, the expenses set forth
above paid by the Representative shall be reimbursed by the Sponsor or the Company. The Underwriters shall make a payment to the Company
at the closing of the Offering to reimburse certain of the Company’s expenses and fees in connection with the Offering in an amount
equal to $150,000.
In addition, the Company
agrees to pay for the documented costs and expenses reasonably incurred by the Underwriters in connection with the Business Combination,
including the fees and expenses of their legal counsel, to the extent provided for in Section 3.32 hereof (which shall not
exceed an amount to be mutually agreed upon by the Company and the Representative at such time).
3.10 Application
of Net Proceeds. The Company will apply the net proceeds from the Offering and Warrant Private Placement received by it in a manner
materially consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.11 Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which need
not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but
which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve
consecutive months beginning after the Effective Date. Any financial statements filed or furnished on the Commission’s EDGAR website
will be considered to be generally available to security holders for purposes of this Section 3.11.
3.12 Notice to the Representative or FINRA.
3.12.1 Notice
to the Representative. For a period of 60 days after the date of the Prospectus, in the event any person or entity (regardless of
any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide
any other services in connection therewith, the Company will provide the following to the Representative prior to the consummation of
the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification
as to why the person or entity providing the merger and acquisition services should not be considered a Participating Member with respect
to the Offering. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will
be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business
Combination.
3.12.2 FINRA.
The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder
of the Company becomes a Participating Member.
3.12.3 Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.
3.13 Stabilization.
Neither the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or shareholders (without the consent
of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably
be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Units.
3.14 Intentionally Omitted.
3.15 Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination,
the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the
Representative, in accordance with Section 1.3. The Representative shall have no claim to payment of any interest earned
on the portion of the proceeds held in the Trust Account representing the Deferred Underwriting Commission.
3.16 Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.17 Auditor.
Until the earlier of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain Withum or another nationally recognized independent registered public accounting firm.
3.18 Form 8-K.
The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet
of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the
proceeds of the Offering and the Warrant Private Placement. Within four Business Days after the Closing Date, the Company shall file a
Current Report on Form 8-K with the Commission, which report shall contain the Company’s Audited Financial Statements. Additionally,
upon the Company’s receipt of the proceeds from the exercise of all or any portion of the Over-allotment Option provided for in
Section 1.2 hereof, the Company shall promptly, but not later than four Business Days after the receipt of such proceeds,
file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Option Units and
its receipt of the proceeds therefrom, unless the receipt of such proceeds are reflected in the Current Report on Form 8-K referenced
in the immediately prior sentence.
3.19 Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions
contemplated hereby shall have been done to the reasonable satisfaction of White & Case.
3.20 Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for
in the Trust Agreement and disclosed in the Prospectus. The Company will conduct its business in a manner so that it will not become subject
to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other
than that of investing, reinvesting, owning, holding or trading securities.
3.21 Amendments
to Charter Documents. The Company covenants and agrees that prior to its initial Business Combination it will not seek to amend or
modify its Charter Documents, except as set forth therein.
3.22 Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s
prior written consent (not to be unreasonably delayed, conditioned or withheld), for a period of 25 days after the Closing Date. Notwithstanding
the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required
by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.
3.23 Insurance.
The Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company,
its directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities
or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws) until the consummation
of the Company’s Business Combination.
3.24 Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but
in no event later than two Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters
in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and
any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format,
satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units
for at least the period during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall
disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image
material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus
with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be
in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof
to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee
charged for subscription to the Internet as a whole and for on-line time).
3.25 Private
Placement Proceeds. On or prior to the Closing Date and each Option Closing Date, if any, the Company shall have caused the applicable
proceeds from the Warrant Private Placement and certain of the proceeds from the sale of the Option Private Placement Warrants, if any,
to be deposited into the Trust Account in accordance with the Purchase Agreements.
3.26 Future
Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private
equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive,
in writing, any rights in or claims against the Trust Account with respect to such financing.
3.27 Amendments
to Agreements. Prior to the consummation of the Business Combination, the Company shall not amend, modify or otherwise change the
Trust Agreement, the Registration Rights Agreement, the Warrant Agreement or the Insider Letter without the prior written consent of the
Representative, which will not be unreasonably delayed, conditioned or withheld.
3.28 Maintenance
of Nasdaq Listing. Until the consummation of a Business Combination, the Company will use its commercially reasonable efforts to maintain
the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.
3.29 Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable
upon exercise of the Warrants and the Private Placement Warrants and the Option Private Placement Warrants, if any, outstanding from time
to time.
3.30 Notice
of Disqualification Events. The Company will notify the Representative in writing, prior to the Closing Date, of (i) any Disqualification
Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event
relating to any Company Covered Person.
3.31 Clear
Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, sell, contract to sell, pledge,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend
or otherwise dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Act relating
to, any Units, Class A Ordinary Shares, Founder Shares, Warrants or any securities convertible into or exercisable or exchangeable
for any Class A Ordinary Shares or Founder Shares, or (ii) enter into any swap or other arrangement that transfers, in whole
or in part, any of the economic consequences of ownership of any Units, Class A Ordinary Shares, Founder Shares, Warrants or any
securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares or Founder Shares owned, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of such securities, in cash or otherwise, or
publicly disclose the intention to undertake any of the foregoing, without the prior written consent of the Representative, except, in
each case, that the Company may (a) issue and sell the Private Placement Warrants and the Option Private Placement Warrants, if
any, (b) issue and sell the Option Units on exercise of the option provided for in Section 1.2.2 hereof (if any), (c) register
with the Commission pursuant to the Registration Rights Agreement the resale of the Founder Shares, the Private Placement Warrants, the
Option Private Placement Warrants, if any, and warrants that may be issued upon conversion of working capital loans (and any Class A
Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Option Private Placement Warrants, if any, or warrants
issued upon conversion of working capital loans or upon conversion of the Founder Shares) and (d) issue securities in connection
with a Business Combination. However, the preceding clauses (i) and (ii) shall not apply to the forfeiture of any Founder Shares
pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company (as long as such
current or future independent director transferee is subject to the terms of the Insider Letter applicable to directors and officers
at the time of such transfer; and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act is triggered
as a result of such transfer, any related filing includes a practical explanation as to the nature of the transfer). The Representative
in its sole discretion may release or waive the transfer restrictions set forth herein at any time without notice.
3.32 In
connection with the initial Business Combination, the Company shall, if requested by the Underwriters, (i) provide, or cause the
target of the initial Business Combination to provide, to the Underwriters and their representatives, customary documentation, including
(A) all financial and other records, including any financial forecasts or projections, (B) pertinent corporate documents, (C) material
contracts, (D) documents and information contained in the virtual data room used in connection with the initial Business Combination,
and (E) any other information, certifications or documentation reasonably requested by the Underwriters and their representatives
with respect to the parties to the Business Combination Agreement, in each case, with reasonable advance opportunity to review the foregoing;
(ii) cause appropriate officers, directors and employees of the parties to the definitive agreement for the Company's initial Business
Combination Agreement (the "Business Combination Agreement"), and cause representatives of the Company’s and the
initial Business Combination target’s accountants and auditors, to participate in any due diligence sessions reasonably requested
by the Underwriters in connection with the initial Business Combination; and (iii) provide, and in the case of the target of the
initial Business Combination, cause to provide, customary comfort letters, legal opinions and negative assurance letters, in form and
substance reasonably satisfactory to the Underwriters, each dated as of the effective date of the registration statement, statutory prospectus,
prospectus or proxy statement, as applicable, filed in connection with the initial Business Combination and as of the date of the shareholder
vote to approve the initial Business Combination. The Company agrees to pay for the documented costs and expenses reasonably incurred
by the Underwriters in connection with the foregoing, including the fees and expenses of their legal counsel, which shall not exceed an
amount to be mutually agreed upon by the Company and the Representative at such time.
3.33 The
Company shall include in any Business Combination agreement (i) a covenant for the assignment and assumption, by the public entity
resulting from the Business Combination, of all of the Company’s indemnification obligations under Section 5 hereof and (ii) that
the Underwriters may rely on the representations and warranties contained therein as if they were a party thereto.
3.34 In
connection with the initial Business Combination, the Company shall use commercially reasonable efforts to cause the target of the initial
Business Combination to execute and deliver to the Representative a joinder agreement, in form and substance reasonably satisfactory to
the Representative, pursuant to which it shall join this Agreement as a signatory and a party for purposes of being subject to Section 3.32
hereof, and as a result, the Company’s obligations to cause the Target to take such actions shall cease to be of force or effect.
3.35 The
Company acknowledges and agrees that nothing in this Agreement shall be interpreted to obligate the Underwriters to take any action, or
to refrain from taking any action, in connection with the Business Combination and any such actions will be undertaken by each Underwriter,
in respect of itself, in its sole discretion and only pursuant to a separate, definitive written agreement between such Underwriter and
the Company or another registrant.
3.36 The
Company shall (i) (A) provide the Underwriters and their representatives with notice of filing of, and a reasonable advance
opportunity to review and comment on, any registration statement, preliminary prospectus, statutory prospectus, final prospectus, proxy
statement, tender offer document or offering document, as applicable, including exhibits and financial statements included or incorporated
by reference therein, any other documents incorporated by reference therein and any amendment or supplement thereto, to be filed with
or furnished to the Commission in connection with the initial Business Combination (each, a “Business Combination Disclosure
Document”), prior to each such filing, and will not permit the filing of any such document without the Representative’s
consent, (B) provide each Underwriter and its representatives a reasonable advance opportunity to review and comment on any publicly-disseminated
document that names or describes such Underwriter, whether or not such document is filed, (C) give reasonable consideration to accepting
any comments made by the Underwriters and their representatives in respect of such Business Combination Disclosure Documents, and (D) consider
in good faith including in any such filing, document or response all comments reasonably proposed by the Underwriters and their representatives;
provided that any information naming or describing an Underwriter must be in a form and content reasonably satisfactory to such
Underwriter; and (ii) upon the request by the Underwriters, promptly file an amendment to any Business Combination Disclosure Document,
filed in connection with the initial Business Combination, to correct any information to the extent that such information shall have
become false or misleading in any material respect, or to correct any material omissions therefrom.
4. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall
be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the
Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions
hereof and to the performance in all material respects by the Company of its obligations hereunder and to the following conditions:
4.1 Regulatory Matters.
4.1.1 Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 4:00 p.m., New York time, on the
date of this Agreement or such later date and time as shall be consented to in writing by the Representative.
4.1.2 FINRA
Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms and arrangements
and the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No
Commission Stop Order. At the Closing Date and at each Option Closing Date, the Commission has not issued any order or threatened
to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted
or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
4.1.4 Approval
for Listing on Nasdaq. The Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence
of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2 Counsel Matters.
4.2.1 Closing
Date and Option Closing Date Opinions of U.S. Counsel. On the Closing Date and the Option Closing Date, if any, the Representative
shall have received the favorable opinion and negative assurance statement of Ashurst Perkins Coie US LLP, dated the Closing Date or the
Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and
substance reasonably satisfactory to the Representative and White & Case, as well as the favorable opinion and negative assurance
letter of White & Case, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative
for the several Underwriters and in form and substance reasonably satisfactory to the Representative.
4.2.2 Closing
Date and Option Closing Date Opinions of Cayman Counsel. On the Closing Date and the Option Closing Date, if any, the Representative
shall have received the favorable opinion of Conyers Dill & Pearman LLP, dated the Closing Date or the Option Closing Date, as
the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance reasonably satisfactory
to the Representative and White & Case.
4.2.3 Reliance.
In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written
statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the
corporate existence or good standing of the Company; provided that copies of any such statements or certificates shall be delivered
to the Representative’s counsel if requested. The opinion of counsel for the Company shall include a statement to the effect that
it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
4.3 Comfort
Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall
have received a letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory
in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below)
to the Representative from Withum dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing
Date, if any:
4.3.1 Confirming
that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations;
4.3.2 Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published
Regulations thereunder;
4.3.3 Stating
that, on the basis of their review, a reading of the latest available minutes of the shareholders and Board of Directors and the various
committees of the Board of Directors, consultations with officers and other employees of the Company responsible for financial and accounting
matters and other specified procedures and inquiries, or at a date not later than five days prior to the Effective Date (in the case of
the letter provided at the time this Agreement is executed), or through the Effective Date (in the case of the letter provided at the
Closing Date or Option Closing Date, as the case may be), there was any change in the share capital or long-term debt of the Company,
or any decrease in the shareholders’ equity of the Company as compared with amounts shown in the December 31, 2025 balance
sheet included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated
by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus;
4.3.4 Setting
forth, at a date not later than five days prior to the Effective Date (in the case of the letter provided at the time this Agreement is
executed), or through the Effective Date (in the case of the letter provided at the Closing Date or Option Closing Date, as the case may
be), the amount of liabilities of the Company (including a break-down of commercial papers and notes payable to banks);
4.3.5 Stating
that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial
information pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in each
case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records,
including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained
from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination
in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement; and
4.3.6 Statements
as to such other matters incident to the transaction contemplated hereby as the Representative or White & Case may reasonably
request, including that Withum is registered with the Public Company Accounting Oversight Board.
4.4 Officers’ Certificates.
4.4.1 Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chairman of the Board, the Chief Executive Officer or the President, and the Chief Financial Officer of the
Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing
Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied
with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or
the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as
of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the
Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other
and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
4.4.2 Chief
Financial Officer's Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received
a certificate of the Company signed by the Chief Financial Officer of the Company, dated the Closing Date or the Option Closing Date,
as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and are
in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full
force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company
or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel
and Nasdaq; and (v) to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached
to such certificate.
4.5 No
Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no
material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities,
financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the
Sale Preliminary Prospectus and the Prospectus, (ii) no action, suit or proceeding, at law or in equity, shall have been pending
or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative
agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition
or income of the Company, except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, (iii) no
stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge,
assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein
in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations,
and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading.
4.6 Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.
5. Indemnification.
5.1 Indemnification
of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters
and their affiliates, and each dealer selected by the Underwriters that participates in the offer and sale of the Securities (each a
“Selected Dealer”) and each of their respective directors, officers, agents, partners, members and employees and each
person, if any, who controls within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act (“Controlling
Person”) any Underwriter, against any and all loss, liability, claim, damage and expense whatsoever as incurred to which they
or any of them may become subject under the Act, the Exchange Act or any other statute or at common law or otherwise or under the laws
of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the
Registration Statement, the Business Combination Disclosure Documents, any Preliminary Prospectus including the Sale Preliminary Prospectus
or the Prospectus (as from time to time each may be amended and supplemented, including, but not limited to any information deemed to
be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C); (ii) any materials or information provided to investors
by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including any “road
show” or investor presentations made to investors by the Company (whether in person or electronically); (iii) any application
or other document or written communication (in this Section 5, collectively called “application”) executed
by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities
under the securities laws thereof or filed with the Commission, any foreign or state securities commission or agency, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (“NYSE”), any other
securities exchange or any of the markets operated by OTC Markets Group, Inc. (the “OTC Markets”); or (iv) any
post-effective amendments to the Registration Statement or Prospectus or new Registration Statement or Prospectus filed by the Company
with the Commission, any state securities commission or agency, any of the OTC Markets or any securities exchange; or (v) the omission
or alleged omission from the Registration Statement, the Business Combination Disclosure Documents, any Preliminary Prospectus including
the Sale Preliminary Prospectus or the Prospectus or subsequent filing by the Company under clause (iv) of a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
and to reimburse each Underwriter, its affiliates, each Selected Dealer and each of their respective directors, officers, partners, agents,
members and employees and each Controlling Person, if any, for any and all reasonably incurred and documented expenses (including the
reasonably incurred and documented fees and disbursements of counsel chosen by the Underwriters) as such expenses are incurred by each
Underwriter, its affiliates, such Selected Dealer or each of their respective directors, officers, partners, agents, members and employees
or such Controlling Person in connection with investigating, defending, settling, compromising or paying any such loss, claim damage,
liability, expense or action, whether or not any such person is a party to any such claim or action and including any and all reasonable
legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided,
however, that the foregoing agreement shall not apply to any loss, claim, damage, liability or expenses to the extent, but only
to the extent, arising out of or based upon (x) any untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf
of such Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus
or the Prospectus, or any amendment or supplement thereof, or in any application, as the case may be, or the jurisdictions listed in
the section entitled “Underwriting” in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary
Prospectus or the Prospectus, or any amendment or supplement thereof, as the case may be; (y) the use of the Sale Preliminary Prospectus
or Prospectus in violation of any stop order or other notice received by the Underwriters indicating the then current Prospectus is not
to be used in connection with the sale of any Securities or (z) the Underwriters otherwise failing in its prospectus delivery obligations.
The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or
any of its officers, directors or Controlling Persons in connection with the issue and sale of the Securities or in connection with the
Registration Statement, the Sale Preliminary Prospectus or the Prospectus. The indemnity agreement set forth in this Section 5.1
shall be in addition to any liabilities that the Company may otherwise have.
5.2 Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its
officers who signed the Registration Statement and each Controlling Person of the Company, if any, against any and all loss, liability,
claim, damage and expense described in the foregoing indemnity from the Company to the Underwriter, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus
including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any application, in reliance upon,
and in strict conformity with, written information furnished to the Company with respect to, the Underwriters by or on behalf of the Underwriters
expressly for use in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus
or any amendment or supplement thereto, or in any such application, and to reimburse the Company or any such director, officer or Controlling
Person, if any, for any and all expenses as such expenses are reasonably incurred and documented, in connection with investigating, defending,
settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the
obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited
to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company
hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration
Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto,
shall consist solely of the Underwriters’ Information. The indemnity agreement set forth in this Section 5.2 shall be
in addition to any liabilities that the Underwriter may otherwise have.
5.3 Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 5 of notice of
the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party
under this Section 5, notify the indemnifying party in writing of the commencement thereof, but the failure to so notify
the indemnifying party (i) will not relieve it from liability under Sections 5.1 or 5.2 above unless and to the extent
it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights
and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in Sections 5.1 or 5.2 above. In case any such action is brought against any
indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will
be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified,
by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume
the defense thereof with counsel satisfactory to such indemnified party; provided, however, that (a) if the defendants
in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any
such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional
to those available to the indemnifying party, or (b) the indemnifying party agrees to such separate representation, then, in each
case, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 5 for
any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (iii) the
indemnified party shall have employed separate counsel in accordance with the provision to the preceding sentence reasonably approved
by the indemnifying party (or by the Underwriter in the case of Section 5.2), representing the indemnified parties who are
parties to such action, (iv) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of commencement of the action, or (v) the indemnifying party is not
defending such action in good faith, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying
party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the
fees and expenses of more than one counsel (as well as one local counsel for each applicable jurisdiction) for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
5.4 Settlements.
The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its
written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability
or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall
have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3
hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.
No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent
to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise
or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure
to act, by or on behalf of any indemnified party.
5.5 Contribution.
5.5.1 Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which (i) any person entitled to
indemnification under this Section 5 makes claim for indemnification pursuant hereto but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5
provides for indemnification in such case, or (ii) contribution under the Act, the Exchange Act or otherwise may be required on
the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each
such case, each Underwriter shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated
by said indemnity agreement incurred by the Company and each Underwriter, as incurred, in such proportion as is represented by the percentage
of the underwriting discount appearing on the cover page of the Prospectus as compared to the offering price per Unit and the Company
shall be responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) with respect to any action or claim shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation with respect to such action or claim. If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate to reflect the relative fault
of the Company and the Underwriters in connection with the actions or omissions which resulted in such loss, claim, damage, liability
or action, as well as any other relevant equitable considerations. The relative fault of the Company and the Underwriters shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information furnished by the Company or the Underwriters and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of
this Section 5.5.1, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received
by such Underwriter in connection with the Securities underwritten by it and distributed to the public pursuant to this Agreement. For
purposes of this Section, each director, officer, agent, partner, member and employee of an Underwriter or the Company, as applicable,
and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act,
shall have the same rights to contribution as such Underwriter or the Company, as applicable.
5.5.2 Contribution
Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party
(“Contributing Party”), notify the Contributing Party of the commencement thereof, but the omission to so notify the
Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution hereunder.
In case any such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party or its representative
of the commencement thereof within the aforesaid fifteen days, the Contributing Party will be entitled to participate therein with the
notifying party and any other Contributing Party similarly notified. Any such Contributing Party shall not be liable to any party seeking
contribution on account of any settlement of any claim, action or proceeding effected by such party seeking contribution on account of
any settlement of any claim, action or proceeding without the written consent of such Contributing Party. The contribution provisions
contained in this Section are intended to supersede, to the extent permitted by law, any right to contribution under the Act, the
Exchange Act or otherwise available. The Underwriters’ obligations to contribute pursuant to this Section 5.5 are several
and not joint.
6. Default by an Underwriter.
6.1 Default
Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm
Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number
of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased
by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default
Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the
Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to
which such default relates, on the terms contained herein. If within one Business Day after such default relating to more than 10% of
the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further
period of one Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm
Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm Units to which
a default relates as provided in this Section 6, this Agreement may be terminated by the Representative or the Company without
liability on the part of the Company (except as provided in Sections 3.10, 5, and 9.3 hereof) or the several Underwriters
(except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability,
if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3 Postponement
of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the
Closing Date for a reasonable period, but not in any event exceeding five Business Days, in order to effect whatever changes may thereby
be made necessary in the Registration Statement and the Prospectus, as the case may be, or in any other documents and arrangements, and
the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and the Prospectus, as the case may
be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally
been a party to this Agreement with respect to such securities.
7. Additional Covenants.
7.1 Additional
Shares or Options. The Company hereby agrees that, until the consummation of a Business Combination, it shall not issue any Class A
Ordinary Shares or any options or other securities convertible into Class A Ordinary Shares, or any preferred shares or other securities
of the Company which participate in any manner in the Trust Account or which vote as a class with the Class A Ordinary Shares on
a Business Combination.
7.2 Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due
diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business or vendor,
as applicable, acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently
acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands
that the Company has established the Trust Account, initially in an amount of $150,750,000 (without giving effect to any exercise of the
Over-allotment Option), for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts
held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event
they elect to redeem Class A Ordinary Shares contained in the Public Securities in connection with the consummation of a Business
Combination or amendments to the Charter Documents as described in the Prospectus, (ii) to the Public Shareholders in connection
with the Company’s liquidation of the Trust Account if the Company fails to consummate a Business Combination within the time period
set forth in the Charter Documents and the Prospectus, or (iii) to the Company after or concurrently with the consummation of a Business
Combination and (b) for and in consideration of the Company (iv) agreeing to evaluate such Target Business for purposes of consummating
a Business Combination with it or (v) agreeing to engage the services of the vendor, as the case may be, such Target Business or
vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”)
and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company
and will not seek recourse against the Trust Account for any reason whatsoever. The Company may forego obtaining such waivers only if
the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board
of Directors.
7.3 Insider
Letter. The Company shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will
not allow any waivers of the Insider Letter without the prior written consent of the Representative, which consent shall not unreasonably
be delayed, conditioned or withheld.
7.4 Trust
Agreement Matters. The Company agrees that the Trust Agreement shall provide that the trustee is required to obtain a joint written
instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from
the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business
Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.
7.5 Rule 419.
The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior
to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during
such period.
7.6 Emerging
Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any
time prior to the completion of the distribution of the Securities within the meaning of the Act.
7.7 Target
Net Assets. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the
value of the assets held in the Trust Account at the time of signing the definitive agreement for the Business Combination with such
Target Business (excluding taxes payable and the Deferred Underwriting Commission). The fair market value of such business must be determined
by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential
sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Target
Business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or
another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is
not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that
the Target Business does have sufficient fair market value.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained
in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date,
if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained
in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf
of the Underwriters, the Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery
of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the 7th
anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements
shall terminate and be of no further force and effect.
9. Effective Date of This Agreement and Termination Thereof.
9.1 Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by
the Commission.
9.2 Termination.
The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) any domestic or
international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future
materially disrupt, general securities markets in the United States; (ii) trading or quotation on the Nasdaq Capital Market, the
Nasdaq Global Market, the Nasdaq Global Select Market, NYSE, the NYSE American or any of the OTC Markets shall have been suspended, or
minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum
ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having
jurisdiction; (iii) the United States shall have become involved in a new war or an increase in existing major hostilities; (iv) a
banking moratorium has been declared by New York State or a Federal authority; (v) a moratorium on foreign exchange trading has been
declared which materially adversely impacts the United States securities market; (vi) the Company shall have sustained a material
loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including without limitation, a calamity relating
to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the
Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units; (vii) the Company is in material
breach of any of its representations, warranties or covenants hereunder; or (viii) the Representative shall have become aware after
the date hereof of a Material Adverse Effect on the Company, or such adverse material change in general market conditions, including without
limitation as a result of terrorist activities or other calamity (including without limitation, a calamity relating to a public health
matter or natural disaster) or crisis either within or outside the United States, or a material increase in any of the foregoing, after
the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or
delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.
9.3 Expenses.
In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated
herein shall be governed by Section 3.9 hereof.
9.4 Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such
election or termination or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1 Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by
hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed, or by
electronic transmission via PDF, and shall be deemed given when so transmitted, mailed, delivered or faxed or if mailed, two days after
such mailing.
If to the Representative:
BTIG, LLC
65 E. 55th Street
New York, New York, 10022
Attn: General Counsel
Email: iblegal@btig.com
Copy (which copy shall not constitute notice) to:
White & Case LLP
555 South Flower Street, Suite 2700
Los Angeles, California
90071
Attn: Daniel Nussen
If to the Company:
Bluerock Acquisition Corp. II
919 Third Avenue
New York, NY 10022
Attn: Jason Emala
Copy (which copy shall not constitute notice) to:
Ashurst Perkins Coie US LLP
1155 Avenue of the Americas
New
York, New York 10036
Attn: Elliot M. Smith
10.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
10.3 Amendment.
This Agreement, including without limitation Section 1.3 hereof, may only be amended by a written instrument executed by each of
the parties hereto.
10.4 Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this
Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all
prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5 Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Selected
Dealers, the Company and the Controlling Persons, directors, agents, partners, members, employees and officers referred to in Section 5
hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The
term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriters.
10.6 Waiver
of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced
hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment
in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations
hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed),
the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.
10.7 Submission
to Jurisdiction. Each of the Company and the Representative irrevocably submits to the exclusive jurisdiction of any New York State
or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out
of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the
Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to
be served upon the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each
of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal
jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters
in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’
fees and expenses relating to any action or proceeding or incurred in connection with the preparation therefor if any of them are the
prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
10.8 Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
10.9 Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient
delivery thereof.
10.10 Waiver.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.11 No
Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement
is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in
connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent
or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company
with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised
or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth
in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company,
its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have
undertaken in furtherance of this offering of the Company’s securities, either before or after the date hereof and (v) the
Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim
any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any
matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company
agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar
duty to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that
they are each responsible for making their own independent judgment with respect to any such transactions, and that any opinions or views
expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect
to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby
waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect
to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this
Agreement or any matters leading up to such transactions.
[Remainder of page intentionally left blank]
If the foregoing correctly
sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between us.
Very truly yours,
Bluerock Acquisition Corp. II
By:
/s/ Christopher Vohs
Name:
Christopher Vohs
Title:
Chief Financial Officer
Accepted on the date first above written.
BTIG, LLC,
as Representative of the several underwriters
By:
/s/ Paul Wood
Name:
Paul Wood
Title:
Managing Director
[Signature Page to Underwriting Agreement]
SCHEDULE A
Bluerock Acquisition Corp. II
15,000,000 Units
Underwriter
Number of
Firm Units
to be
Purchased
BTIG, LLC
TOTAL
15,000,000
SCHEDULE B
N/A
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: tm2532616d19_ex3-1.htm · Sequence: 3
Exhibit 3.1
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
FOURTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
BLUEROCK ACQUISITION CORP. II
(ADOPTED BY SPECIAL RESOLUTION
DATED 24 SEPTEMBER 2026 AND EFFECTIVE ON 24 SEPTEMBER 2026)
1. The name of the Company is Bluerock Acquisition Corp. II.
2. The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, or at such other place within the Cayman Islands
as the Directors may decide.
3. The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by the laws of the Cayman Islands.
4. The liability of each Member is limited to the amount unpaid on such Member’s shares.
5. The share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares of
a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares
of a par value of US$0.0001 each.
6. The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
7. Capitalised terms that are not defined in this Fourth Amended and Restated Memorandum of Association bear
the respective meanings given to them in the Fourth Amended and Restated Articles of Association of the Company.
www.verify.gov.ky File#: 426916
Filed: 24-Sep-2026 16:07 EST
Auth Code: F60913231869
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
FOURTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
BLUEROCK ACQUISITION CORP. II
(ADOPTED BY SPECIAL RESOLUTION
DATED 24 SEPTEMBER 2026 AND EFFECTIVE ON 24 SEPTEMBER 2026)
1 INTERPRETATION
1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something
in the subject or context inconsistent therewith:
Affiliate
in respect of a person, means any other
person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with,
such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children,
siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in
such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly
or jointly owned by any of the foregoing
and (b) in the case of an entity,
shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
www.verify.gov.ky File#: 426916
Filed: 24-Sep-2026 16:07 EST
Auth Code: F60913231869
2
Applicable Law
means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments,
decisions, decrees or orders of any governmental authority applicable to such person.
Articles
means these fourth amended and restated articles of association of the Company.
Audit Committee
means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
Auditor
means the person for the time being performing the duties of auditor of the Company (if any).
Business Combination
means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving
the Company, with one or more businesses or entities (the “target business”).
Business Day
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised
or obligated by law to close in New York City.
Cause
means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute
or which results in a material financial detriment to the Company.
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Clearing House
means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or
quoted on a stock exchange or interdealer quotation system in such jurisdiction.
Class A Share
means a class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
Class B Share
means a class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
Company
means the above named company.
Company’s Website
means the website of the Company and/or its web-address or domain name, if any.
Compensation Committee
means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
Designated Stock Exchange
means any securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange and
the Nasdaq Stock Market LLC.
Directors
means the directors for the time being of the Company.
Dividend
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
Electronic Communication
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number,
address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
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Electronic Record
has the same meaning as in the Electronic Transactions Act.
Electronic Transactions Act
means the Electronic Transactions Act (As Revised) of the Cayman Islands.
Equity-linked Securities
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in connection with a Business
Combination, including but not limited to a private placement of equity or debt.
Exchange Act
means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations
of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
Excise Tax
means the U.S. federal excise tax on stock repurchases under Section 3401 of the U.S. Internal Revenue Code of 1986, as amended, enacted
by the Inflation Reduction Act of 2022.
Founders
means all Members immediately prior to the consummation of the IPO.
Independent Director
has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the
case may be.
IPO
means the Company’s initial public offering of securities.
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Member
has the same meaning as in the Statute.
Memorandum
means the fourth amended and restated memorandum of association of the Company.
Minimum Member
means a Member meeting the minimum requirements set forth for eligible members to submit proposals under Rule 14a-8 of the Exchange Act
or any applicable rules thereunder as may be amended or promulgated thereunder from time to time.
Officer
means a person appointed to hold an office in the Company.
Ordinary Resolution
means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall
be had to the number of votes to which each Member is entitled by the Articles.
Over-Allotment Option
means the option of the Underwriters to purchase up to an additional 15 per cent of the units (as described in the Articles) sold in the
IPO at a price equal to US$10 per unit, less, underwriting discounts and commissions.
Preference Share
means a preference share of a par value of US$0.0001 in the share capital of the Company.
Public Share
means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
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Redemption Notice
means a notice in a form approved by the Directors by which a holder of Public Shares is entitled to require the Company to redeem its
Public Shares.
Register of Members
means the Register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate
Register of Members.
Registered Office
means the registered office for the time being of the Company.
Representative
means a representative of the Underwriters.
Seal
means the common seal of the Company and includes every duplicate seal.
Securities and Exchange Commission
means the United States Securities and Exchange Commission.
Share
means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.
Special Resolution
subject to Articles 31.4 and 49.2, has the same meaning as in the Statute, and includes a unanimous written resolution.
Sponsor
means Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company, and its successors or assigns.
Statute
means the Companies Act (As Revised) of the Cayman Islands.
Tax Filing Authorised Person
means such person as any Director shall designate from time to time, acting severally.
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Treasury Share
means a Share held in the name of the Company as a treasury share in accordance with the Statute.
Trust Account
means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds
of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of
the IPO, will be deposited.
Underwriter
means an underwriter of the IPO from time to time and any successor underwriter.
1.2 In the Articles:
(a) words importing the singular number include the plural number and vice versa;
(b) words importing the masculine gender include the feminine gender;
(c) words importing persons include corporations as well as any other legal or natural person;
(d) “written” and “in writing” include all modes of representing or reproducing words
in visible form, including in the form of an Electronic Record;
(e) “shall” shall be construed as imperative and “may” shall be construed as permissive;
(f) references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;
(g) any phrase introduced by the terms “including”, “include”, “in particular”
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h) the term “and/or” is used herein to mean both “and” as well as “or.”
The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or”
in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted
to require the conjunctive (in each case, unless the context otherwise requires);
(i) headings are inserted for reference only and shall be ignored in construing the Articles;
(j) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
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(k)
any requirements as to
execution or signature under the Articles including the execution of
the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;
(l)
sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
(m)
the term “clear
days” in relation to the period of a notice means that period excluding the day
when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and
(n)
the term
“holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.
2.
COMMENCEMENT OF BUSINESS
2.1
The
business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.
2.2
The
Directors may pay, out of the capital or any other monies of the Company, all expenses incurred
in or about the formation and establishment of the Company, including the expenses of registration.
3.
ISSUE OF SHARES
3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company
in a general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange
Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached
to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share)
with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return
of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the
Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of
Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Share
Conversion set out in the Articles.
3.2 The Company may issue rights, options, warrants or convertible securities or securities of similar nature
conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company
on such terms as the Directors may from time to time determine.
3.3 The Company may issue units of securities in the Company, which may be comprised of whole or fractional
Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof
to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from
time to time determine.
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3.4 The Company shall not issue Shares to bearer.
4. REGISTER OF MEMBERS
4.1 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
4.2 The Directors may determine that the Company shall maintain one or more branch registers of Members in
accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which
shall constitute the branch register or registers, and to vary such determination from time to time.
5. CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or
any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination
of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other
newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and
Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members
shall be closed for transfers for a stated period which shall not in any case exceed forty days.
5.2 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears
a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any
adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution,
or in order to make a determination of Members for any other purpose.
5.3 If the Register of Members is not so closed and no record date is fixed for the determination of Members
entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution,
the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or
other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment
thereof.
6. CERTIFICATES FOR SHARES
6.1 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued
with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise
identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled
and, subject to the Articles, no new certificate shall be issued until the former
certificate representing a like number of relevant Shares shall have been surrendered and cancelled.
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6.2 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than
one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
6.3 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any)
as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the
Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
6.4 Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or
other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course
of delivery.
6.5 Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable,
or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter, after the allotment or,
except in the case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after
lodgement of a Share transfer with the Company.
7. TRANSFER OF SHARES
7.1 Subject to the terms of the Articles, any Member may transfer all or any of their Shares by an instrument
of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were
issued in conjunction with rights, options or warrants issued pursuant to the Articles on terms that one cannot be transferred without
the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer
of such right, option or warrant.
7.2 The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed
by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf
of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor
or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as
the Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee
is entered in the Register of Members.
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8. REDEMPTION, REPURCHASE AND SURRENDER OF SHARES
8.1 Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable
Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The
redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms as the Directors or the Company
may, by Ordinary Resolution, determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares:
(a) Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in the Business Combination Article hereof;
(b) Class B Shares held by the Founders shall be surrendered by the Founders on a pro rata basis for no consideration to the extent
that the Over-Allotment Option is not exercised in full so that the Founders will own 26 per cent of the Company’s issued Shares
after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO); and
(c) Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business
Combination Article hereof.
8.2 Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable
Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors
may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances
described in the Article above shall not require further approval of the Members.
8.3 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner
permitted by the Statute, including out of capital.
8.4 The Directors may accept the surrender for no consideration of any fully paid Share.
9.
TREASURY SHARES
9.1
The Directors may, prior to the purchase, redemption
or surrender of any Share, determine that such Share shall be held as a Treasury Share.
9.2
The Directors may determine to cancel a Treasury Share
or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).
10.
VARIATION OF RIGHTS OF SHARES
10.1 Subject to Article 3.1, if at any time the share capital of the Company is divided into different
classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that
class) may, whether or not the Company is being wound up, be varied without the consent of the
holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon
such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of
the issued Shares of that class (other than with respect to a waiver of the provisions of the Class B Share Conversion Article hereof,
which as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class), or
with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders
of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may
not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions
of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding
or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person
or by proxy may demand a poll.
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10.2 For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of
Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals
under consideration, but in any other case shall treat them as separate classes of Shares.
10.3 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied: (i) by
the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights; (ii) where
the constitutional documents of the Company are amended or new constitutional documents of the Company are adopted, in each case, as a
result of the Company undertaking a transfer by way of continuation in a jurisdiction outside the Cayman Islands; or (iii) the conversion
of any Class B Shares pursuant to the Class B Ordinary Share Conversion Article.
11. COMMISSION ON SALE OF SHARES
The Company may, in so far as the Statute permits,
pay a commission to any person in consideration of their subscribing or agreeing to subscribe (whether absolutely or conditionally) or
procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied
by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage
as may be lawful.
12. NON RECOGNITION OF TRUSTS
The Company shall not be bound by or compelled
to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is
otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety
thereof in the holder.
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13. LIEN ON SHARES
13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered
in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether
presently payable or not) by such Member or their estate, either alone or jointly with any other person, whether a Member or not, but
the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of
a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall
also extend to any amount payable in respect of that Share.
13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a
lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been
received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy
of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.
13.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer
of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or their nominee shall be registered as the
holder of the Shares comprised in any such transfer, and they shall not be bound to see to the application of the purchase money, nor
shall their title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power
of sale under the Articles.
13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the
amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently
payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.
14. CALL ON SHARES
14.1 Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members
in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving
at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified
the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be
required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon them notwithstanding the
subsequent transfer of the Shares in respect of which the call was made.
14.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed.
14.3 The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
14.4 If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay
interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and
in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors
may waive payment of the interest or expenses wholly or in part.
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14.5 An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account
of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles
shall apply as if that amount had become due and payable by virtue of a call.
14.6 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or
the interest to be paid.
14.7 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any
part of the monies uncalled and unpaid upon any Shares held by that member, and may (until the amount would otherwise become payable)
pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
14.8 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of
a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment,
become payable.
15. FORFEITURE OF SHARES
15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may
give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together
with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify
where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will
be liable to be forfeited.
15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment
required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other
distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as
the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the
Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise
some person to execute an instrument of transfer of the Share in favour of that person.
15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall
surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies
which at the date of forfeiture were payable by that person to the Company in respect of those Shares together with interest at such rate
as the Directors may determine, but that person’s liability shall cease if and when the Company shall have received payment in full
of all monies due and payable by them in respect of those Shares.
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15.5 A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on
a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The
certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom
the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall their
title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of
the Share.
15.6 The provisions of the Articles as to forfeiture shall apply in the case of non-payment of any sum which,
by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium
as if it had been payable by virtue of a call duly made and notified.
16. TRANSMISSION OF SHARES
16.1 If a Member dies, the survivor or survivors (where they were a joint holder), or their legal personal
representatives (where they were a sole holder), shall be the only persons recognised by the Company as having any title to their Shares.
The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which they were a joint or sole
holder.
16.2 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect,
by a notice in writing sent by that person to the Company, either to become the holder of such Share or to have some person nominated
by them registered as the holder of such Share. If they elect to have another person registered as the holder of such Share they shall
sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or
liquidation or dissolution, as the case may be.
16.3 A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages
to which they would be entitled if they were the holder of such Share. However, they shall not, before becoming a Member in respect of
a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and
the Directors may at any time give notice requiring any such person to elect either to be registered themselves or to have some person
nominated by them registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or
liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days
of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of
all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have
been complied with.
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17. CLASS B SHARE CONVERSION
17.1 The rights attaching to all Shares shall rank pari passu in all respects, and the Class A Shares
and Class B Shares shall vote together as a single class on all matters (subject to the Variation of Rights of Shares Article, the
Appointment and Removal of Directors Article and the Transfer by Way of Continuation Article with the exception that the holder
of a Class B Share shall have the Conversion Rights referred to in this Article.
17.2 Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial
Conversion Ratio”) immediately prior to, concurrently with or immediately following the consummation of a Business Combination
or at any time prior thereto at the option of the holders thereof.
17.3 Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other
Equity-linked Securities are issued or deemed issued in excess of the amounts sold in the IPO and related to or in connection with the
closing of a Business Combination, the ratio at which the Class B Shares shall convert into Class A Shares pursuant to Article 17.2
will be adjusted so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate,
26 per cent of: (a) the total number of all Class A Shares in issue upon the completion of the IPO (including any Class A
Shares issued pursuant to the Over-Allotment Option and excluding the Class A Shares underlying the private placement warrants);
plus (b) all Class A Shares and Equity-linked Securities issued or deemed issued by the Company in connection with or in relation
to the consummation of a Business Combination, excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller
in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its Affiliates or to the Company’s
officers and Directors upon the conversion of working capital loans made to the Company; minus (c) the number of Public Shares redeemed
in connection with a Business Combination, provided that such conversion of Class B Shares into Class A Shares shall never be
less than the Initial Conversion Ratio.
17.4 Notwithstanding anything to the contrary contained herein, the adjustment to the Initial Conversion Ratio
in Article 17.3 may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked
Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing
separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.
17.5 The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split,
subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share
split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation
of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without
a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares
in issue.
17.6 Each Class B Share shall convert into its pro-rata number of Class A Shares pursuant to this
Article. The pro-rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into
such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total
number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and
the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.
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17.7 References in this Article to “converted”, “conversion” or “exchange”
shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application
of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged
at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares
to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion
shall be registered in the name of such Member or in such name as the Member may direct.
17.8 Notwithstanding anything to the contrary in this Article, in no event shall any Class B Share convert
into a Class A Share at a ratio that is less than one for one.
18. AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL
18.1 The Company may by Ordinary Resolution:
(a) increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,
priorities and privileges annexed thereto, as the Company in general meeting may determine;
(b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
(c) convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any
denomination;
(d) by subdivision of its existing Shares or any of them divide the whole or any part of its share capital
into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
(e) cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed
to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
18.2 All new Shares created in accordance with the provisions of the preceding Article shall be subject
to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise
as the Shares in the original share capital.
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18.3 Subject to the provisions of the Statute, the provisions of the Articles as regards the matters to be
dealt with by Ordinary Resolution and Articles 31.4 and 49.2, the Company may by Special Resolution:
(a) change its name;
(b) alter or add to the Articles (subject to Articles 31.4 and 49.2);
(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and
(d) reduce its share capital or any capital redemption reserve fund.
19. OFFICES AND PLACES OF BUSINESS
Subject to the provisions of the Statute,
the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered
Office, maintain such other offices or places of business as the Directors determine.
20. GENERAL MEETINGS
20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.
20.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general
meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall
be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at
the Registered Office on the second Wednesday in December of each year (beginning in 2026) at ten o’clock in the morning. At
these meetings the report of the Directors (if any) shall be presented.
20.3 The Directors, the chief executive officer or the chairperson of the board of Directors may call general
meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings.
21. NOTICE OF GENERAL MEETINGS
21.1 At least five clear days’ notice shall be given of any general meeting. Every notice shall specify
the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall
be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general
meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions
of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a) in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
(b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right
to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right.
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21.2 The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general
meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
22. ADVANCE NOTICE FOR BUSINESS
22.1 At each annual general meeting, the Members shall appoint the Directors then subject to appointment in
accordance with the procedures set forth in the Articles and subject to Applicable Law and the rules of the Designated Stock Exchange
or quotation system on which Shares may be then listed or quoted. At any such annual general meeting any other business properly brought
before the annual general meeting may be transacted.
22.2 To be properly brought before an annual general meeting, business (other than nominations of Directors,
which must be made in compliance with, and shall be exclusively governed by, Article 29) must be:
(a) specified in the notice of the annual general meeting (or any supplement thereto) given to Members by
or at the direction of the Directors in accordance with the Articles;
(b) otherwise properly brought before the annual general meeting by or at the direction of the Directors;
or
(c) otherwise properly brought before the annual general meeting by a Member who:
(i) is a Minimum Member at the time of giving of the notice provided for in this Article and at the time
of the annual general meeting;
(ii) is entitled to vote at such annual general meeting; and
(iii) complies with the notice procedures set forth in this Article.
22.3 For any such business to be properly brought before any annual general meeting pursuant to Article 22.2(c),
the Member must have given timely notice thereof in writing, either by personal delivery or express or registered mail (postage prepaid),
to the Company not earlier than the close of business on the 150th day and not later than the close of business on the 90th day prior
to the one-year anniversary of the date of the annual general meeting for the immediately preceding year. However, in the event that the
date of the annual general meeting is more than 30 days before or after such anniversary date, in order to be timely, a Member’s
notice must be received by the Company not later than the later of: (x) the close of business 90 days prior to the date of such annual
general meeting; and (y) if the first public announcement of the date of such advanced or delayed annual general meeting is less
than 100 days prior to such date, 10 days following the date of the first public announcement of the annual general meeting date. In no
event shall the public announcement of an adjournment or postponement of an annual general meeting, or such adjournment or postponement,
commence a new time period or otherwise extend any time period for the giving of a Member’s notice as described herein.
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22.4 For such notice of other business shall set forth as to each matter the Member proposes to bring before
the annual general meeting:
(a) a brief description of the business desired to be brought before the annual general meeting, the reasons
for conducting such business at the annual general meeting and the text of any proposal regarding such business (including the text of
any resolutions proposed for consideration and, if such business includes a proposal to amend the Articles, the text of the proposed amendment),
which shall not exceed 1,000 words;
(b) as to the Member giving notice and any beneficial owner on whose behalf the proposal is made:
(i) the name and address of such Member (as it appears in the Register of Members) and such beneficial owner
on whose behalf the proposal is made;
(ii) the class and number of Shares which are, directly or indirectly, owned beneficially or of record by any
such Member and by such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as at the date of such
notice;
(iii) a description of any agreement, arrangement or understanding (including, without limitation, any swap
or other derivative or short positions, profit interests, options, hedging transactions, and securities lending or borrowing arrangement)
to which such Member or any such beneficial owner or their respective Affiliates is, directly or indirectly, a party as at the date of
such notice: (x) with respect to any Shares; or (y) the effect or intent of which is to mitigate loss to, manage the potential
risk or benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of such Member or beneficial
owner or any of their Affiliates with respect to Shares or which may have payments based in whole or in part, directly or indirectly,
on the value (or change in value) of any Shares (any agreement, arrangement or understanding of a type described in this Article 22.4(b)(iii),
a “Covered Arrangement”); and
(iv) a representation that the Member is a holder of record of Shares entitled to vote at such annual general
meeting and intends to appear in person or by proxy at the annual general meeting to propose such business;
(c) a description of any direct or indirect material interest by security holdings or otherwise of the Member
and of any beneficial owner on whose behalf the proposal is made, or their respective Affiliates, in such business (whether by holdings
of securities, or by virtue of being a creditor or contractual counterparty of the Company or of a third party, or otherwise) and all
agreements, arrangements and understandings between such Member or any such beneficial owner or their respective Affiliates and any other
person or persons (naming such person or persons) in connection with the proposal of such business by such Member;
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(d) a representation whether the Member or the beneficial owner intends or is part of a Group which intends:
(i) to deliver a proxy statement and/or form of proxy to holders of at least
the percentage of the Ordinary Shares (or other Shares) required to approve or adopt the proposal; and/or
(ii) otherwise to solicit proxies from Members in support of such proposal;
(e) an undertaking by the Member and any beneficial owner on whose behalf the proposal is made to:
(i) notify the Company in writing of the information set forth in Articles 22.4(b)(ii), (b)(iii) and
(c) above as at the record date for the annual general meeting promptly (and, in any event, within five (5) business days) following
the later of the record date or the date notice of the record date is first disclosed by public announcement; and
(ii) update such information thereafter within two (2) business days of any change in such information
and, in any event, as at close of business on the day preceding the meeting date; and
(f) any other information relating to such Member, any such beneficial owner and their respective Affiliates
that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies
for, as applicable, such proposal pursuant to section 14 of the Exchange Act, to the same extent as if the Shares were registered under
the Exchange Act.
22.5 Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the
proposal of any business pursuant to this Article, other than nominations for Directors which must be made in compliance with, and shall
be exclusively governed by Article 29, shall be deemed satisfied by a Member if such Member has submitted a proposal to the Company
in compliance with Rule 14a-8 of the Exchange Act and such Member’s proposal has been included in a proxy statement that has
been prepared by the Company to solicit proxies for the annual general meeting; provided, that such Member shall have provided the information
required by Article 22.4; provided, further, that the information required by Article 22.4(b) may be satisfied by providing
the information to the Company required pursuant to Rule 14a-8(b) of the Exchange Act.
22.6 Notwithstanding anything in the Articles to the contrary:
(a) no other business brought by a Member (other than the nominations of Directors, which must be made in
compliance with, and shall be exclusively governed by Article 29) shall be conducted at any annual general meeting except in accordance
with the procedures set forth in this Article; and
(b) unless otherwise required by Applicable Law and the rules of any applicable stock exchange or
quotation system on which Shares may be then listed or quoted, if a Member intending to bring business before an annual general
meeting in accordance with this Article does not: (x) timely provide the notifications contemplated by
Article 22.4(e) above; or (y) timely appear in person or
by proxy at the annual general meeting to present the proposed business, such business shall not be transacted, notwithstanding that proxies
in respect of such business may have been received by the Company or any other person or entity.
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22.7 Except as otherwise provided by Applicable Law or the Articles, the chairperson or co-chairperson of any
annual general meeting shall have the power and duty to determine whether any business proposed to be brought before an annual general
meeting was proposed in accordance with the foregoing procedures (including whether the Member solicited or did not so solicit, as the
case may be, proxies in support of such Member’s proposal in compliance with such Member’s representation as required by Article 22.4(d))
and if any business is not proposed in compliance with this Article, to declare that such defective proposal shall be disregarded. The
requirements of this Article shall apply to any business to be brought before an annual general meeting by a Member other than nominations
of Directors (which must be made in compliance with, and shall be exclusively governed by Article 29) and other than matters properly
brought under Rule 14a-8 of the Exchange Act. For purposes of the Articles, “public announcement” shall mean:
(a) prior to the IPO, notice of the annual general meeting given to Members by or at the direction of the
Directors in accordance with the procedures set forth in the Articles; and
(b) on and after the IPO, disclosure in a press release of the Company reported by the Dow Jones News Service,
Associated Press or comparable news service or in a document publicly filed or furnished by the Company with or to the United States Securities
Exchange Commission pursuant to section 13, 14 or 15(b) of the Exchange Act.
22.8 Nothing in this Article shall be deemed to affect any rights of:
(a) Members to request inclusion of proposals in the Company’s proxy statement pursuant to applicable
rules and regulations under the Exchange Act; or
(b) the holders of any class of Preferred Shares, or any other class of Shares authorised to be issued by
the Company, to make proposals pursuant to any applicable provisions thereof.
22.9 Notwithstanding the foregoing provisions of this Article, a Member shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article,
if applicable.
23. PROCEEDINGS AT GENERAL MEETINGS
23.1 No business shall be transacted at any general meeting unless a quorum is present. The holders of one-third
of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative
or proxy shall be a quorum.
23.2 A person may participate at a general meeting by conference telephone or other communications equipment
by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general
meeting in this manner is treated as presence in person at that meeting. For the avoidance of doubt, a
person for purposes of this Article 23.2 includes the chairperson of the meeting.
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23.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on
behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations
or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had
been passed at a general meeting of the Company duly convened and held.
23.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or
if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved
and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time
and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting to commence, the Members present shall be a quorum.
23.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person
to act as chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the chairperson, if any,
of the board of Directors shall preside as chairperson at such general meeting. If there is no such chairperson, or if they shall not
be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present
shall elect one of their number to be chairperson of the meeting.
23.6 If no Director is willing to act as chairperson or if no Director is present within fifteen minutes after
the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairperson of the meeting.
23.7 The chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed
by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the adjournment took place.
23.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
23.9 If, prior to a Business Combination, a notice is issued in respect of a general meeting and the Directors,
in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place,
the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place,
day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members.
No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.
23.10 When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be
given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting.
All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a
general meeting which has already been postponed.
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23.11 A resolution put to the vote of the meeting shall be decided on a poll.
23.12 A poll shall be taken as the chairperson directs, and the result of the poll shall be deemed to be the
resolution of the general meeting at which the poll was demanded.
23.13 A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith.
A poll demanded on any other question shall be taken at such date, time and place as the chairperson of the general meeting directs, and
any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.
23.14 In the case of an equality of votes the chairperson shall be entitled to a second or casting vote.
24. VOTES OF MEMBERS
24.1 Subject to any rights or restrictions attached to any Shares, including as set out at Article 29.1
and 49.2, every Member present in any such manner shall have one vote for every Share of which he is the holder.
24.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by
proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted
to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders
stand in the Register of Members.
24.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction
in lunacy, may vote by their committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court,
and any such committee, receiver, curator bonis or other person may vote by proxy.
24.4 No person shall be entitled to vote at any general meeting unless they are registered as a Member on the
record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid.
24.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned
general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection
made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive.
24.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural
person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments
to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares
in respect of which each proxy is entitled to exercise the related votes.
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24.7 A Member holding more than one Share need not cast the votes in respect of their Shares in the same way
on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting
a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or
more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution
and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.
25. PROXIES
25.1 The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor
or of their attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of
its duly authorised representative. A proxy need not be a Member.
25.2 The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy
sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being
not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument
appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or
adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically
at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the
person named in the instrument proposes to vote.
25.3 The chairperson may in any event at their discretion declare that an instrument of proxy shall be deemed
to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have
been duly deposited by the chairperson, shall be invalid.
25.4 The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors
may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument
appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
25.5 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the
transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer
was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it
is sought to use the proxy.
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26. CORPORATE MEMBERS
26.1 Any corporation or other non-natural person which is a Member may in accordance with its constitutional
documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks
fit to act as its representative at any meeting of the Company or of any class of Members,
and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which they represent as the corporation
could exercise if it were an individual Member.
26.2 If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons
as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the
authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person
so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts
and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered
holder of such Shares held by the Clearing House (or its nominee(s)).
27. SHARES THAT MAY NOT BE VOTED
Shares in the Company that are beneficially
owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number
of outstanding Shares at any given time.
28. DIRECTORS
28.1 There shall be a board of Directors consisting of not less than one person provided however that, subject
to Article 31.1, the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.
28.2 The Directors shall be divided into three (3) classes designated as Class I, Class II and
Class III, respectively. Upon the adoption of the Articles, the existing Directors shall be assigned to each class in accordance
with a resolution or resolutions adopted by the board of Directors. At the first annual general meeting of the Company, the term of office
of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the
second annual general meeting of the Company, the term of office of the Class II Directors shall expire and Class II Directors
shall be elected for a full term of three (3) years. At the third annual general meeting of the Company, the term of office of the
Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding
annual general meeting of the Company, Directors shall be elected for a full term of three (3) years to succeed the Directors of
the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall
hold office until the expiration of their term, until their successor shall have been duly elected and qualified or until their earlier
death, resignation or removal. No decrease in the number of Directors constituting the board of Directors shall shorten the term of any
incumbent Director.
29. NOMINATION OF DIRECTORS
29.1 Subject to Article 31.1, nominations of persons for election as Directors may be made at an annual
general meeting only by:
(a) the Directors; or
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(b) by any Member who:
(i) is a Minimum Member at the time of giving of the notice provided for in this Article and at the time
of the annual general meeting;
(ii) is entitled to vote for the appointments at such annual general meeting; and
(iii) complies with the notice procedures set forth in this Article (notwithstanding anything to the contrary
set forth in the Articles, this Article 29.1(b) shall be the exclusive means for a Member to make nominations of persons for
election of Directors at an annual general meeting).
29.2 Any Member entitled to vote for the elections may nominate a person or persons for election as Directors
only if written notice of such Member’s intent to make such nomination is given in accordance with the procedures set forth in this
Article, either by personal delivery or express or registered mail (postage prepaid), to the Company not earlier than the close of business
on the 120th day and not later than the close of business on the 90th day prior to the one-year anniversary of the date of the annual
general meeting for the immediately preceding year. However, in the event that the date of the annual general meeting is more than 30
days before or after such anniversary date, in order to be timely, a Member’s notice must be received by the Company not later than
the later of: (x) the close of business 90 days prior to the date of such annual general meeting; and (y) if the first public
announcement of the date of such advanced or delayed annual general meeting is less than 100 days prior to such date, 10 days following
the date of the first public announcement of the annual general meeting date. In no event shall the public announcement of an adjournment
or postponement of an annual general meeting, or such adjournment or postponement, commence a new time period or otherwise extend any
time period for the giving of a Member’s notice as described herein. Members may nominate a person or persons (as the case may be)
for election to the Directors only as provided in this Article and only for such class(es) as are specified in the notice of annual
general meeting as being up for election at such annual general meeting.
29.3 Each such notice of a Member’s intent to make a nomination of a Director shall set forth:
(a) as to the Member giving notice and any beneficial owner on whose behalf the nomination is made:
(i) the name and address of such Member (as it appears in the Register of Members) and any such beneficial
owner on whose behalf the nomination is made;
(ii) the class and number of Shares which are, directly or indirectly, owned beneficially and of record by
such Member and any such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as at the date of such
notice;
(iii) a description of any Covered Arrangement to which such Member or beneficial owner, or their respective
Affiliates, directly or indirectly, is a party as at the date of such notice;
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(iv) any other information relating to such Member and any such beneficial owner that would be required to
be disclosed in a proxy statement in connection with a solicitation of proxies for the election of Directors in a contested election pursuant
to section 14 of the Exchange Act; and
(v) a representation that the Member is a holder of record of Shares entitled to vote at such annual general
meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in such Member’s
notice;
(b) a description of all arrangements or understandings between the Member or any beneficial owner, or their
respective Affiliates, and each nominee or any other person or persons (naming such person or persons) pursuant to which the nomination
or nominations are to be made by the Member;
(c) a representation whether the Member or the beneficial owner is or intends to be part of a Group which
intends:
(i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Ordinary
Shares (or other Shares) required to elect the Director or Directors nominated; and/or
(ii) otherwise to solicit proxies from Members in support of such nomination or nominations;
(d) as to each person whom the Member proposes to nominate for election or re-election as a Director:
(i) all information relating to such person as would have been required to be included in a proxy statement
filed in connection with a solicitation of proxies for the election of Directors in a contested election pursuant to section 14 of the
Exchange Act;
(ii) a description of any Covered Arrangement to which such nominee or any of their Affiliates is a party as
at the date of such notice
(iii) the written consent of each nominee to being named in the proxy statement as a nominee and to serving
as a Director if so elected; and
(iv) whether, if elected, the nominee intends to tender any advance resignation notice(s) requested by
the Directors in connection with subsequent elections, such advance resignation to be contingent upon the nominee’s failure to receive
a majority vote and acceptance of such resignation by the Directors; and
(e) an undertaking by the Member of record and each beneficial owner, if any, to (i) notify the Company
in writing of the information set forth in Articles 29.3(a)(ii), (a)(iii), (b) and (d) above as at the record date for the annual
general meeting promptly (and, in any event, within five (5) business days) following the later of the record date or the date notice
of the record date is first disclosed by public announcement and (ii) update such information thereafter within two (2) business days of any change
in such information and, in any event, as at close of business on the day preceding the meeting date.
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29.4 No person shall be eligible for election as a Director unless nominated in accordance with the procedures
set forth in the Articles. Except as otherwise provided by Applicable Law or the Articles, the chairperson or co-chairperson of any annual
general meeting to elect Directors or the Directors may, if the facts warrant, determine that a nomination was not made in compliance
with the foregoing procedure or if the Member solicits proxies in support of such Member’s nominee(s) without such Member having
made the representation required by Article 29.3(c); and if the chairperson, co-chairperson or the Directors should so determine,
it shall be so declared to the annual general meeting, and the defective nomination shall be disregarded. Notwithstanding anything in
the Articles to the contrary, unless otherwise required by Applicable Law or the rules of the Designated Stock Exchange or quotation
system on which Shares may be then listed or quoted, if a Member intending to make a nomination at an annual general meeting in accordance
with this Article does not:
(a) timely provide the notifications contemplated by of Article 29.3(e); or
(b) timely appear in person or by proxy at the annual general meeting to present the nomination, such nomination
shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Company or any other person
or entity.
29.5 Notwithstanding the foregoing provisions of this Article, any Member intending to make a nomination at
an annual general meeting in accordance with this Article, and each related beneficial owner, if any, shall also comply with all requirements
of the Exchange Act and the rules and regulations thereunder applicable to the same extent as if the Shares were registered under
the Exchange Act with respect to the matters set forth in the Articles; provided, however, that any references in the Articles to the
Exchange Act are not intended to and shall not limit the requirements applicable to nominations made or intended to be made in accordance
with Article 29.1(b).
29.6 Nothing in this Article shall be deemed to affect any rights of the holders of any class of Preferred
Shares, or any other class of Shares authorised to be issued by the Company, to appoint Directors pursuant to the terms thereof.
29.7 To be eligible to be a nominee for election or re-election as a Director pursuant to Article 29.1(b),
a person must deliver (not later than the deadline prescribed for delivery of notice) to the Company a written questionnaire prepared
by the Company with respect to the background and qualification of such person and the background of any other person or entity on whose
behalf the nomination is being made (which questionnaire shall be provided by the Company upon written request) and a written representation
and agreement (in the form provided by the Company upon written request) that such person:
(a) is not and will not become a party to:
(i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any
person or entity as to how such person, if elected as a Director, will act or vote on any issue or question
(a “Voting Commitment”) that has not been disclosed to the Company; or
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(ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected
as a Director, with such person’s duties under Applicable Law;
(b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity
other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service
or action as a Director that has not been disclosed therein;
(c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination
is being made, would be in compliance, if elected as a Director, and will comply with, Applicable Law and corporate governance, conflict
of interest, confidentiality and share ownership and trading policies and guidelines of the Company that are applicable to Directors generally;
and
(d) if elected as a Director, will act in the best interests of the Company and not in the interest of any
individual constituency. The Company may require any proposed nominee to furnish such other information as may reasonably be required
by the Company to determine the eligibility of such proposed nominee to serve as an independent Director or that could be material to
a reasonable Member’s understanding of the independence, or lack thereof, of such nominee.
29.8 At the request of the Directors, any person nominated for election as a Director shall furnish to the
Company the information that is required to be set forth in a Members’ notice of nomination pursuant to this Article.
29.9 Any Member proposing to nominate a person or persons for election as Director shall be responsible for,
and bear the costs associated with, soliciting votes from any other voting Member and distributing materials to such Members prior to
the annual general meeting in accordance with the Articles and applicable rules of the United States Securities Exchange Commission.
A Member shall include any person or persons such Member intends to nominate for election as Director in its own proxy statement and proxy
card.
30 POWERS OF DIRECTORS
30.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given
by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No
alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid
if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present
may exercise all powers exercisable by the Directors.
30.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments
and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such
manner as the Directors shall determine by resolution.
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30.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any
Director who has held any other salaried office or place of profit with the Company or to their widow or dependants and may make contributions
to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
30.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its
undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock,
mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of
any third party.
31 APPOINTMENT AND REMOVAL OF DIRECTORS
31.1 Prior to the consummation of a Business Combination, the Company may by Ordinary Resolution of the holders
of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares
remove any Director. For the avoidance of doubt, prior to the consummation of a Business Combination, for so long as there are Class B
Shares in issue, holders of Class A Shares shall have no right to nominate or vote on the appointment or removal of any Director,
even if such Director will be appointed in connection with the closing of a Business Combination.
31.2 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director
provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles
as the maximum number of Directors.
31.3 After the consummation of a Business Combination, the Company may by Ordinary Resolution appoint any person
to be a Director or may by Ordinary Resolution remove any Director.
31.4 Prior to the consummation of a Business Combination, Article 31.1 may only be amended by a Special
Resolution passed by the affirmative vote of at least 90% of the votes cast by such Members as, being entitled to do so, vote in person
or, where proxies are allowed by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special
resolution has been given, or by way of unanimous written resolution.
32. VACATION OF OFFICE OF DIRECTOR
32.1 The office of a Director shall be vacated if:
(a) the Director gives notice in writing to the Company that he resigns the office of Director;
(b) the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three
consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution
that he has by reason of such absence vacated office; or
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(c) the Director dies, becomes bankrupt or makes any arrangement or composition with their creditors generally;
or
(d) the Director is found to be or becomes of unsound mind; or
(e) all of the other Directors (being not less than two in number) determine that such Director should be
removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held
in accordance with the Articles or by a resolution in writing signed by all of the other Directors.
33. PROCEEDINGS OF DIRECTORS
33.1 The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless
so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director.
33.2 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think
fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairperson shall
have a second or casting vote.
33.3 A person may participate in a meeting of the Directors or any committee of Directors by conference telephone
or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the
same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined
by the Directors, the meeting shall be deemed to be held at the place where the chairperson is located at the start of the meeting.
33.4 A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of
a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office
by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid and effectual as
if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.
33.5 A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors
by at least one days’ notice in writing to every Director which notice shall set forth the general nature of the business to be
considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice of a meeting
of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis
mutandis.
33.6 The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any
vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary
quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to
such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
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33.7 The Directors may elect a chairperson of their board and determine the period for which he is to hold
office; but if no such chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time
appointed for the meeting to commence, the Directors present may choose one of their number to be chairperson of the meeting.
33.8 All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding
that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them were disqualified,
and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not
disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
33.9 A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing
by them. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing
Director.
34. PRESUMPTION OF ASSENT
A Director who is present at a meeting
of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless
their dissent shall be entered in the minutes of the meeting or unless they shall file their written dissent from such action with the
person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered
post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in
favour of such action.
35. DIRECTORS’ INTERESTS
35.1 A Director may hold any other office or place of profit under the Company (other than the office of Auditor)
in conjunction with their office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
35.2 A Director may act on their own or by, through or on behalf of their firm in a professional capacity for
the Company and they or their firm shall be entitled to remuneration for professional services as if they were not a Director.
35.3 A Director may be or become a director or other officer of or otherwise interested in any company promoted
by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall
be accountable to the Company for any remuneration or other benefits received by them as a director or officer of, or from their interest
in, such other company.
35.4 No person shall be disqualified from the office of Director or prevented by such office from contracting
with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by
or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director
so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such
contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall
be at liberty to vote in respect of any contract or transaction in which they are interested provided that the nature of the interest
of any Director in any such contract or transaction shall be disclosed by them at or prior to its consideration and any vote thereon.
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35.5 A general notice that a Director is a shareholder, director, officer or employee of any specified firm
or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes
of voting on a resolution in respect of a contract or transaction in which they have an interest, and after such general notice it shall
not be necessary to give special notice relating to any particular transaction.
36. MINUTES
The Directors shall cause minutes to
be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of
the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the
Directors present at each meeting.
37. DELEGATION OF DIRECTORS’ POWERS
37.1 The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate,
to any committee consisting of one or more Directors (including, without limitation and as applicable, the Audit Committee and the Compensation
Committee). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the
exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the
proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are
capable of applying.
37.2 The Directors may establish any committees, local boards or agencies or appoint any person to be a manager
or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies.
Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion
of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings
of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they
are capable of applying.
37.3 The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company
on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be
revoked by the Directors at any time.
37.4 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of
persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for
such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under
the Articles) and for such period and subject to such
conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection
and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise
any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in them.
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37.5 The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration
and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise
specified in the terms of their appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate
their office at any time if they give notice in writing to the Company that they resign their office.
38. NO MINIMUM SHAREHOLDING
The Company in general meeting may fix
a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is
not required to hold Shares.
39. REMUNERATION OF DIRECTORS
39.1 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall
determine. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all
travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees
of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company,
or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance
in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.
39.2 The Directors may by resolution approve additional remuneration to any Director for any services which
in the opinion of the Directors go beyond their ordinary routine work as a Director. Any fees paid to a Director who is also counsel,
attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to their remuneration as
a Director.
40. SEAL
40.1 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority
of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall
be signed by at least one person who shall be either a Director or some Officer or other person appointed by the Directors for the purpose.
40.2 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals
each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face
of the name of every place where it is to be used.
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40.3 A Director or Officer, representative or attorney of the Company may without further authority of the
Directors affix the Seal over their signature alone to any document of the Company required to be authenticated by them under seal or
to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
41. DIVIDENDS, DISTRIBUTIONS AND RESERVE
41.1 Subject to the Statute and this Article and except as otherwise provided by the rights attached to
any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends
or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend
unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend
shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company,
out of the share premium account or as otherwise permitted by law.
41.2 Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions
shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank
for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
41.3 The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money
(if any) then payable by them to the Company on account of calls or otherwise.
41.4 The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution
of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company
or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as
they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any
part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust
the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.
41.5 Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may
be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how
any costs involved are to be met.
41.6 The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as
they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company
and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
41.7 Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be
paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or,
in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person
and to such address as such holder or joint holders may
in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or
more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of
the Share held by them as joint holders.
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41.8 No Dividend or other distribution shall bear interest against the Company.
41.9 Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after
six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid
into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that
account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains
unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and
shall revert to the Company.
41.10 Other than with respect to payments or distributions from the Trust Account, no Dividends or other distributions
shall be payable on the Public Shares unless approved by consent in writing of the holders of not less than two-thirds of the issued Class B
Shares.
42. CAPITALISATION
The Directors may at any time capitalise
any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital
redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate
such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution
of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment
and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts
and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think
fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue
to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members
interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement
made under such authority shall be effective and binding on all such Members and the Company.
43. BOOKS OF ACCOUNT
43.1 The Directors shall cause proper books of account (including, where applicable, material underlying documentation
including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in
respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities
of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper
books shall not be deemed to be kept if there are not kept such books of account as are necessary
to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
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43.2 The Directors shall determine whether and to what extent and at what times and places and under what conditions
or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and
no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred
by Statute or authorised by the Directors or by the Company in general meeting.
43.3 The Directors may cause to be prepared and to be laid before the Company in general meeting profit and
loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
44. AUDIT
44.1 The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors
determine.
44.2 Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or
depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a
formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition
and responsibilities of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.
44.3 If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,
the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee
for the review and approval of potential conflicts of interest.
44.4 The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
44.5 If the office of Auditor becomes vacant by resignation or death of the Auditor, or by their becoming incapable
of acting by reason of illness or other disability at a time when their services are required, the Directors shall fill the vacancy and
determine the remuneration of such Auditor.
44.6 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers
of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for
the performance of the duties of the Auditor.
44.7 Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their
tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the
Registrar of Companies as an ordinary company, and at the next extraordinary general
meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company,
and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.
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45. NOTICES
45.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending
it by courier, post, cable, telex, fax or e-mail to them or to their address as shown in the Register of Members (or where the notice
is given by e-mail by sending it to the e-mail address provided by such Member). Notice may also be served by Electronic Communication
in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any
other competent regulatory authority or by placing it on the Company’s Website.
45.2 Where a notice is sent by:
(a) courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company,
and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on
which the notice was delivered to the courier;
(b) post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting
a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public
holidays in the Cayman Islands) following the day on which the notice was posted;
(c) cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending
such notice and shall be deemed to have been received on the same day that it was transmitted;
(d) e-mail or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting
the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it
was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient; and
(e) placing it on the Company’s Website; service of the notice shall be deemed to have been effected
one hour after the notice or document was placed on the Company’s Website.
45.3 A notice may be given by the Company to the person or persons which the Company has been advised are entitled
to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be
given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the
bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option
of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
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45.4 Notice of every general meeting shall be given in any manner authorised by the Articles to every holder
of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders
the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership
of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but
for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices
of general meetings.
46. WINDING UP
46.1 If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction
of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a
winding up:
(a) if the assets available for distribution amongst the Members shall be insufficient to repay the whole
of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne
by the Members in proportion to the par value of the Shares held by them; or
(b) if the assets available for distribution amongst the Members shall be more than sufficient to repay the
whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the
Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those
Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
46.2 If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and
with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in
kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may
for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members.
The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of
the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon
which there is a liability.
47. INDEMNITY AND INSURANCE
47.1 Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the
Company), together with every former Director and former Officer (each an “Indemnified Person”) shall be
indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses,
including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out
their functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful
default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether
direct or indirect) of the carrying out of their functions unless that liability
arises through the actual fraud, wilful neglect or wilful default of such Indemnified Person. No person shall be found to have committed
actual fraud, wilful neglect or wilful default under this Article unless or until a court of competent jurisdiction shall have made
a finding to that effect.
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47.2 Each Member specifically agrees to waive any claim or right of action such Member might have, whether
individually or by, or in, the right of the Company, against any Director or Officer in connection with new or competing merger bids or
proposals which are proffered to the Board at any time after the execution of a definitive agreement concerning a Business Combination
PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach
to such Director or Officer.
47.3 The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs
and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person
for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute
an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that
such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or
other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses,
then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the
Company (without interest) by the Indemnified Person.
47.4 The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director
or other Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any
negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.
48. FINANCIAL YEAR
Unless the Directors otherwise prescribe,
the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on
1st January in each year.
49. TRANSFER BY WAY OF CONTINUATION
49.1 If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute
and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of
any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
49.2 Prior to the closing of a Business Combination:
(a) only the Class B Shares shall carry the right to vote on any resolution of the shareholders to
approve any transfer by way of continuation pursuant to this Article (including any Special Resolution required to amend the
constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction
outside the Cayman Islands); and
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(b) this Article 49.2 may only be amended by a Special Resolution passed by the affirmative vote of at
least 90 per cent of the votes cast by such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy
at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by
way of unanimous written resolution.
50. MERGERS AND CONSOLIDATIONS
The Company shall have the power to
merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine
and (to the extent required by the Statute) with the approval of a Special Resolution.
51. BUSINESS COMBINATION
51.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing
upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution
of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions
of this Article shall prevail.
51.2 Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a
per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business
days prior to the consummation of such Business Combination, including interest earned on the Trust Account (which interest shall be net
of taxes paid or payable), divided by the number of then issued Public Shares.
51.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the
Exchange Act in connection with a Business Combination, it shall file tender offer documents with the Securities and Exchange Commission
prior to completing such Business Combination which contain substantially the same financial and other information about such Business
Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a
general meeting to approve a Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant
to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange
Commission.
51.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article,
in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business
Combination.
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51.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection
with any vote on a Business Combination or at an earlier time in connection with the commencement of the procedures to consummate a Business
Combination if the Directors determine it is desirable to facilitate the consummation of such Business Combination, elect to have their
Public Shares redeemed for cash (the “IPO Redemption”), provided that no such Member acting together with any Affiliate
of his or any other person with whom they are acting in concert or as a partnership, limited partnership, syndicate, or other group (including,
for the avoidance of doubt, a “group” (as defined under Section 13 of the Exchange Act)) for the purposes of acquiring,
holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the then issued Public Shares
in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf
a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly
redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether they are voting for
or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit
in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned
on the Trust Account (which interest shall be net of taxes paid or payable), divided by the number of then issued Public Shares (such
redemption price being referred to herein as the “Redemption Price”).
51.6 A Member may withdraw their Redemption Notice until the deadline specified in the proxy statement/tender
offer materials in connection with such redemption event and thereafter, a Member may not withdraw a Redemption Notice once submitted
to the Company unless the Directors or the Company’s authorized officers determine (in their sole discretion) to permit the withdrawal
of such redemption request (which they may do in whole or in part). The Directors or the Company’s authorized officers (in their
sole discretion) shall determine the timing of such Business Combination Redemption of Public Shares in order to facilitate the consummation
and/or closing of a Business Combination.
51.7 In the event that the Company does not consummate a Business Combination within 21 months from the date
of the consummation of the IPO or such earlier time as the Directors may approve or such later time as the Members may approve by Ordinary
Resolution in accordance with the Articles, the Company shall, as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a per- Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable and up
to US$100,000 to pay liquidation expenses), divided by the number of then issued Public Shares, which redemption will constitute full
and complete payment for such Public Shares and completely extinguish public Members’ rights as Members (including the right to
receive further liquidation distributions or other distributions, if any), subject to any obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of Applicable Law.
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51.8 In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with a Business Combination or to redeem 100 per cent of the Public Shares in accordance with Article 51.7; or
(b) with respect to any other material provisions relating to Members’ rights or pre-initial Business
Combination activity,
each holder of Public Shares who is
not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the effectiveness
of any such amendment, provided that no such Member acting together with any Affiliate of their or any other person with whom they are
acting in concert or as a partnership, limited partnership, syndicate, or other group (including, for the avoidance of doubt, a “group”
(as defined under Section 13 of the Exchange Act) for the purposes of acquiring, holding, or disposing of Shares may exercise this
redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company
and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself
to the Company in connection with any redemption election in order to validly redeem such Public Shares, at a per-Share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account (which interest shall be net of taxes paid or payable), divided by the number of then outstanding Public Shares subject to any
obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable
Law.
51.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the
event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust
Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the
Trust Account.
51.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Directors
shall not issue additional Shares (except in connection with the conversion of Class B Shares into Class A Shares where the
holders of such shares have waived any rights to receive funds from the Trust Account) or any other securities that would entitle the
holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
51.11 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest
with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
51.12 The Company shall not enter into an initial Business Combination solely with another blank cheque company
or a similar company with nominal operations.
51.13 The Company may enter into a Business Combination with a target business that is an Affiliate of the Sponsor,
an Officer, Director or advisor of the Company (or their respective Affiliates or related entities) and may consummate such Business Combination
through a joint venture or other form of shared ownership with the Sponsor,
an Officer, Director or advisor of the Company (or their respective Affiliates or related entities). In the event the Company seeks to
complete a Business Combination with a target business that is an Affiliate of the Sponsor, an Officer, Director or advisor of the Company
(or their respective Affiliates or related entities), the Company, or a committee of Independent Directors, shall obtain an opinion from
an independent investment banking firm which is a member of the United States Financial Industry Regulatory Authority, an independent
firm that commonly renders valuation opinions for the type of target company that the Company is seeking to acquire or from an independent
accounting firm stating that the consideration to be paid by the Company in such a Business Combination is fair to the Company from a
financial point of view.
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52. CERTAIN TAX FILINGS
Each Tax Filing Authorised Person and
any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN,
W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities
or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms
as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any
Tax Filing Authorised Person or such other person prior to the date of the Articles.
53. BUSINESS OPPORTUNITIES
53.1 To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer (“Management”)
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces
any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed
by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate
opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director
and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself,
directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the
Company.
53.2 To the extent a court might hold that the conduct of any activity related to a corporate opportunity that
is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent
permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent
permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been
conducted in the past.
53.3 Notwithstanding anything to the contrary in this Article, such renouncement shall not apply to any business
opportunity that is expressly offered to such person solely in his or her capacity as a Director or Officer of the Company and it is an opportunity
the Company is able to complete on a reasonable basis.
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54. EXCLUSIVE JURISDICTION
54.1 Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman
Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles
or otherwise related in any way to each Member’s shareholding in the Company, including but not limited to:
(a) any derivative action or proceeding brought on behalf of the Company;
(b) any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director,
Officer or other employee of the Company to the Company or the Members;
(c) any action asserting a claim arising pursuant to any provision of the Statute, the Memorandum or the Articles;
or
(d) any action asserting a claim against the Company governed by the “Internal Affairs Doctrine”
(as such concept is recognised under the laws of the United States of America).
54.2. Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over
all such claims or disputes.
54.3. Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges
that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum
and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance
or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
54.4. This Article 54 shall not apply to any action or suits brought to enforce any liability or duty created
by the U.S. Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any claim for which the federal district
courts of the United States of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination
of such a claim.
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EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2532616d19_ex4-1.htm · Sequence: 4
Exhibit 4.1
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (this
“Agreement”) is made as of September 24, 2026 between Bluerock Acquisition Corp. II, a Cayman Islands exempted
company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities (the “Units”),
each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”),
and one-half of one redeemable warrant (each, a “Public Warrant” and, together with the Private Placement Warrants
and Post-IPO Warrants (each as defined below), the “Warrants”) and, in connection therewith, has determined to issue
and deliver to public investors in the Offering 7,500,000 Public Warrants (or up to 8,625,000 Public Warrants if the underwriters in
the Offering exercise their over-allotment option (the “Over-allotment Option”) in full). Each Warrant entitles the
holder thereof to purchase one Ordinary Share for $11.50 per Ordinary Share, subject to adjustment as described herein, and only whole
Warrants are exercisable;
WHEREAS, the Company has
filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File
No. 333-297691) (the “Registration Statement”) and prospectus (the “Prospectus”), for the
registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants
and the Ordinary Shares included in the Units;
WHEREAS, on September 24,
2026 , the Company entered into a private placement warrants purchase agreement (the “Sponsor Private Placement Warrants Purchase
Agreement”) with Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”),
pursuant to which the Sponsor will purchase an aggregate of 3,750,000 private placement warrants (or up to 3,862,500 if the underwriters
in the Offering exercise their Over-allotment Option in full) (the “Sponsor Private Placement Warrants”) at a purchase
price of $1.00 per Private Placement Warrant, simultaneously with the closing of the Offering, bearing the legend set forth in Exhibit B
hereto;
WHEREAS, on September 24,
2026 , the Company entered into a private placement warrants purchase agreement (the “Underwriter Private Placement Warrants
Purchase Agreement”) with BTIG, LLC (“BTIG”), pursuant to which BTIG will purchase an aggregate of 1,500,000
Private Placement Warrants (or up to 1,950,000 if the underwriters in the Offering exercise their Over-allotment Option in full) at a
purchase price of $1.00 per Private Placement Warrant (together with the Sponsor Private Placement Warrants, the “Private Placement
Warrants”), simultaneously with the closing of the Offering, bearing the legend set forth in Exhibit B hereto;
WHEREAS, the Company’s
purpose is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”);
WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the
Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require,
which such loans may be convertible into additional Private Placement Warrants at a price of $1.00 per Private Placement Warrant (the
“Working Capital Warrants”);
WHEREAS, following the consummation
of the Offering, the Company may issue additional warrants (the “Post-IPO Warrants”) in connection with, or following
the consummation by the Company of, a Business Combination;
WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption, and exercise of the Warrants;
WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1 Form of
Warrant. Each Warrant shall initially be issued in registered form only, and, if a physical certificate is issued, shall be in substantially
the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Principal Executive Officer, the Principal Financial Officer or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of
issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry
Warrant Certificate”).
2.2 Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of Directors of the Company (the
“Board”) or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated
Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.
2.3 Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.4 Registration.
2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or
more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered
in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown
on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each
Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect
to a Warrant in its account, a “Participant”).
If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to
deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to
deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”).
Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications
and omissions, as provided above.
2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Book-Entry
Warrant Certificate or Definitive Warrant Certificate, as applicable, made by anyone other than the Company or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.
2.5 Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 52nd day following the date of the
Prospectus or, if such 52nd day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New York City are
generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date,
or earlier with the consent of BTIG, as representative of the several underwriters in the Offering (the “Representative”),
but in no event will the Representative allow separate trading of the securities comprising the Units until (i) the Company has
filed a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds
of the Offering including the proceeds received by the Company from the exercise of the Over-allotment Option, if the Over-allotment
Option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release
announcing when such separate trading shall begin (the “Detachment Date”); provided that no fractional Warrants will be issued
upon separation of the Units and only whole Warrants will trade. If, upon the detachment of Public Warrants from the Units or otherwise,
a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the
number of Warrants to be issued to such holder.
2.6 Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical
to the Public Warrants; provided that the Private Placement Warrants and Working Capital Warrants (i) may be exercised on a cashless
basis in accordance with Section 3.3.1(d) (ii) are not redeemable pursuant to Section 6.1 and (iii) may not
(including the Ordinary Shares issued upon exercise of such warrants) be transferred, assigned or sold until the date that is thirty
(30) days after the completion of a Business Combination, except:
(a) to
the Company’s or BTIG’s officers or directors, any affiliate or family member of any of the Company’s or BTIG’s
officers or directors, any members, partners, officers or directors of the Sponsor, BTIG or its affiliates, any affiliates of the Sponsor,
BTIG, or any employees of such affiliates;
(b) in
the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is
a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in
the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
(d) in
the case of an individual, pursuant to a qualified domestic relations order;
(e) by
private sales or transfers made in connection with any forward purchase agreement or similar arrangement in connection with an extension
of the timeframe for the Company to consummate an initial Business Combination or in connection with the consummation of an initial Business
Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased;
(f) by
pro rata distributions from the Sponsor or BTIG to its respective members, partners or stockholders pursuant to the Sponsor’s or
BTIG’s limited liability company agreement or other charter documents;
(g) by
virtue of the laws of Delaware, New York or the organizational documents of the Sponsor upon dissolution of the Sponsor or upon dissolution
of BTIG;
(h) to
the Company for no value for cancellation in connection with the consummation of an initial Business Combination;
(i) in
the event of the Company’s liquidation prior to the consummation of a Business Combination; and
(j) in
the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share
exchange or other similar transaction which results in all of its shareholders having the right to exchange their Ordinary Shares for
cash, securities or other property; provided, however, that, in the case of clauses (a) through (g), these transferees (the
“Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company,
the Sponsor and the Company’s officers and directors.
2.7 Post-IPO
Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants, except
as may be agreed upon by the Company.
3. Terms
and Exercise of Warrants.
3.1 Warrant
Price. Each Warrant shall entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in
this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”
to the extent permitted hereunder) at which the Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its
sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than
twenty (20) Business Days (unless otherwise required by the SEC, any national securities exchange on which the Warrants are listed or
applicable law); provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to
registered holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.
3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is
thirty (30) days after the first date on which the Company completes an initial Business Combination, and terminating at 5:00 p.m., New
York City time on the earliest to occur of (i) five (5) years after the date on which the Company completes its initial Business
Combination, (ii) other than with respect to the Private Placement Warrants and Working Capital Warrants, the Redemption Date as
provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”); provided,
however, that the Private Placement Warrants held by BTIG and its Permitted Transferees will not be exercisable more than five (5) years
after the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(A). Except with respect to the right
to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00
p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such
extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.
3.3 Exercise
of Warrants.
3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be
exercised by the registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive
Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be
exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary
designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
to Purchase”) Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the registered holder
on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant
in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Ordinary Share as
to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of
the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:
(a) in
lawful money of the United States, by good certified check or good bank draft payable to the Warrant Agent, or by wire transfer of immediately
available funds; or
(b) in
the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares
equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the excess of the “Fair Market Value” (defined below) over the Warrant Price by (y) the Fair Market Value. Solely
for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale
price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the
notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof;
(c) in
the event the registration statement required by Section 7.4.1 hereof is not effective and current within sixty (60) Business
Days after the closing of a Business Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair
Market Value” over the Warrant Price by (y) the Fair Market Value; provided, however, that no cashless exercise
shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading
days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;
or
(d) with
respect to any Private Placement Warrant, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained
by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor
Exercise Fair Market Value” (as defined in this Section 3.3.1(d)) over the Warrant Price by (y) the Sponsor
Exercise Fair Market Value. Solely for purposes of this Section 3.3.1(d), the “Sponsor Exercise Fair Market Value”
shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading
day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent.
3.3.2. Issuance
of Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position,
for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number
of Ordinary Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant
Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant
Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding
the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for
cash and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon
such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities
laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding
sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant. Warrants
may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.
3.3.3. Valid
Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and non-assessable.
3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for Ordinary Shares is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant, or book-entry position representing such
Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case
of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company
or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close
of business on the next succeeding date on which the share transfer books or book-entry system of the Warrant Agent are open.
3.3.5. Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant,
and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates) or any “group” of which such holder or its affiliates is a member, to the
Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (the “Maximum Percentage”)
of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of Ordinary Shares beneficially owned by such person and its affiliates, or any group of which such person and its affiliates
is a member, shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination
of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is
a member, and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates, or any group of which such person and its affiliates is a member (including, without limitation,
any convertible notes or convertible preference shares or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the applicable regulations of the SEC. For purposes hereof, “group” has the meaning set forth in Section 13(d) of
the Exchange Act and applicable regulations of the SEC, and the percentage held by a holder shall be determined in a manner consistent
with the provisions of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described in this
subsection 3.3.5, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have
the right to exercise such Warrant, unless such holder provides to the Warrant Agent in its Election to Purchase, a certification that,
upon after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which
a holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the Ordinary Shares outstanding
immediately after giving effect to such exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant,
in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected
in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K
or other public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon
the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined
after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date
as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from
time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice;
provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is
delivered to the Company.
3.3.6. Lock-Up
of Certain Private Placement Warrants. The Private Placement Warrants held by BTIG or its Permitted Transferees and the Ordinary
Shares that are issuable upon exercise of such Private Placement Warrants have been deemed compensation by the FINRA and are therefore
subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1), commencing on the effective date of the Registration Statement.
Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the Offering, or sold, transferred, assigned, pledged,
or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement
or commencement of sales of the Offering, except to any underwriter and selected dealer participating in the Offering and their bona
fide officers or partners (provided that all securities so transferred remain subject to the lockup restriction above for the remainder
of the time period) or pursuant to another exception to the applicability of FINRA Rule 5110(e)(1).
4. Adjustments.
4.1 Share
Capitalizations.
4.1.1. Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.7 hereof, the number of issued and outstanding Ordinary
Shares is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event,
then, on the effective date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise
of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made
to all or substantially all holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical
Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product
of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in
such rights offering that are convertible into or exercisable for Ordinary Shares) multiplied by (ii) one (1) minus the quotient
of (x) the price per Class A Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes
of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares,
in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as
well as any additional amount payable upon exercise or conversion, and (ii) “Historical Fair Market Value” means
the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.
4.1.2. Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to all or substantially all of the holders of Ordinary Shares on account of such Ordinary Shares
(or other of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Ordinary
Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary
Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
(as amended from time to time, the “Memorandum and Articles of Association”) (A) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem
100% of the Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) if the Company does not
complete the Business Combination within the period set forth in the Memorandum and Articles of Association or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection
with the redemption of Public Shares upon the failure of the Company to complete its initial Business Combination and any subsequent
distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Class A
Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash
dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend
or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4
and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares
issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering and which amount
shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding
cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable
on exercise of each Warrant).
4.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.7 hereof, the number of issued and outstanding
Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number
of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in the number of issued and
outstanding Ordinary Shares.
4.3 Adjustments
in Warrant Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in
subsection 4.1.1 or Section 4.2 hereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
Ordinary Shares so purchasable immediately thereafter.
4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares
(other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another
entity (other than a consolidation or merger in which the Company is the continuing corporation (and is not a subsidiary of another entity
whose shareholders did not own all or substantially all of the Ordinary Shares of the Company in substantially the same proportions immediately
before such transaction) and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in
the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as
an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his,
her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if
the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative
Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per
share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a
tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided
for in the Charter or as a result of the redemption of Ordinary Shares by the Company if a proposed initial Business Combination is presented
to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the
maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding
Ordinary Shares and Class B Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the
same amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary
Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further
that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the
form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted in
an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered
holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable
event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an
amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below).
The “Black-Scholes Warrant Value” means (i) for the Public Warrants, the value of a Warrant immediately prior to the
consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets
(“Bloomberg”) and (ii) for Private Placement Warrants, the value of a Private Placement Warrant immediately prior to
the consummation of the applicable event based on the Black-Scholes Warrant Model for an uncapped American Call on Bloomberg. For purposes
of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary
Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending
on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility
obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the
applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the
remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary
Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted
average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective
date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection
4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions
of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or
other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
4.5 Issuance
in connection with a Business Combination. If, in connection with the closing of a Business Combination, the Company (a) issues
additional Ordinary Shares or equity-linked securities for capital raising purposes at an issue price or effective issue price of less
than $9.20 per share (with such issue price or effective issue price as determined by the Board, in good faith, and in the case of any
such issuance to the Sponsor or its affiliates, without taking into account any of the Company’s Class B ordinary shares,
par value $0.0001 per share (“Class B Ordinary Shares”), held by the Sponsor or its affiliates, as applicable, prior
to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation
of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the
exercise price of the Warrants shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the
Newly Issued Price, and the Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of
the greater of the Market Value and the Newly Issued Price. Solely for purposes of this Section 4.5, the “Market Value”
shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the
trading day prior to the date of the consummation of the Business Combination.
4.6 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based; provided, however, that no adjustment
to the number of Ordinary Shares issuable upon exercise of a Warrant shall be required until cumulative adjustments amount to one percent
(1%) or more of the number of Ordinary Shares issuable upon exercise of a Warrant as last adjusted; provided, further, that any such
adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing,
all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such
carried forward adjustments) would result in a change of at least one percent (1%) in the number of Ordinary Shares issuable upon exercise
of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3,
4.4 or 4.5, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for
such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.
4.7 No
Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional Ordinary Shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number of Ordinary Shares to be issued to the Warrant holder.
4.8 Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued
pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the
Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
4.9 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.
4.10 No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class B Ordinary Shares into Ordinary Shares or the conversion of Class B Ordinary Shares into
Ordinary Shares, in each case, pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, as further
amended from time to time.
5. Transfer
and Exchange of Warrants.
5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.
5.2 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which would result in the issuance
of a Definitive Warrant Certificate or book-entry position for a fraction of a Warrant, except as part of the Units.
5.4 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5 Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
5.6 Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such
Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on or after
the Detachment Date.
6. Redemption.
6.1 Redemption
of Warrants for Cash. All but not less than all of the outstanding Public Warrants may be redeemed for cash, at the option of the
Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2,
at the price of $0.01 per Public Warrant (“Redemption Price”), provided that the last reported sale price of the Ordinary
Shares equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof) (the “Redemption Trigger
Price”), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the Warrants become exercisable
and ending on the third (3rd) trading day prior to the date on which notice of redemption is given and provided that there is an effective
registration statement covering the Ordinary Shares issuable upon exercise of the Public Warrants, and a current prospectus relating
thereto, available throughout the 30-day redemption period or the Company has elected to require the exercise of the Warrants on a “cashless
basis” pursuant to subsection 3.3.1(b) hereof and such cashless exercise is exempt from registration under the Securities
Act; provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption
right if the issuance of Ordinary Shares upon exercise of the Public Warrants is not exempt from registration or qualification under
applicable state blue sky laws or the Company is unable to effect such registration or qualification.
6.2 Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants that are subject
to redemption, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed
by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders
of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.
6.3 Exercise
After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their
Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary
to calculate the number of Ordinary Shares to be received upon exercise of the Public Warrants, including the “Fair Market Value”
in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon
surrender of the Public Warrants, the Redemption Price.
6.4 Exclusion
of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in this Section 6
shall not apply to the Private Placement Warrants or Working Capital Warrants.
7. Other
Provisions Relating to Rights of Holders of Warrants.
7.1 No
Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.
7.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated,
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
7.3 Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7.4 Registration
of Ordinary Shares; Cashless Exercise at Company’s Option.
7.4.1. Registration
of Ordinary Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, but in
no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable
efforts to file with the SEC a post-effective amendment to the Registration Statement or a new registration statement, registering, under
the Securities Act, of the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially
reasonable efforts to cause the same to become effective and to maintain the effectiveness of such post-effective amendment or registration
statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions
of this Agreement. If any such post-effective amendment or registration statement has not been declared effective by the sixtieth (60th)
Business Day following the closing of the Business Combination, holders of the Public Warrants shall have the right, during the period
beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such post-effective amendment
or registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained
an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on
a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating
that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4.1 is not required to be
registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company
and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants
have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under
the first three sentences of this Section 7.4.1.
7.4.2. Cashless
Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national
securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the
Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants
to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
(or any successor rule) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company shall not
be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares
issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not
so elect, the Company agrees to use its commercially reasonable to register or qualify for sale the Ordinary Shares issuable upon exercise
of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption
is not available.
8. Concerning
the Warrant Agent and Other Matters.
8.1 Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares.
8.2 Resignation,
Consolidation, or Merger of Warrant Agent.
8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with
such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any
successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws
of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and
authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of
the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant
Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.
8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.
8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.
8.3 Fees
and Expenses of Warrant Agent.
8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder and will reimburse the
Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.
8.4 Liability
of Warrant Agent.
8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary or Chairman
of the Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Agreement.
8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct, or bad faith.
8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares will,
when issued, be valid and fully paid and nonassessable.
8.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through
the exercise of Warrants.
8.6 Waiver.
The Warrant Agent has no right of set off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the trust account into which the net proceeds of the Offering are deposited (the “Trust Account”) and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.
9. Miscellaneous
Provisions.
9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.
9.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:
Bluerock Acquisition Corp. II
919 Third Avenue
New York, New York 10022
Attention: Jason Emala
with a copy to:
Ashurst Perkins Coie US LLP
1155 Avenue of the Americas
New York, New York 10036
Attention: Elliott Smith
Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Francis Wolf & Celeste Gonzalez
Email: fwolf@continentalstock.com, cgonzalez@continentalstock.com
9.3 Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the
provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed
in a court other than a court located within the State of New York or the United States District Court for the Southern District of New
York (a “foreign action”) in the name of any Warrant holder, such Warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
“enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such Warrant holder’s counsel in the foreign action as agent for such warrant holder.
9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be
for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants.
9.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent
in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may
require any such holder to submit his, her or its Warrant for inspection by it.
9.6 Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this
Agreement submitted electronically shall have the same authority, effect and enforceability as an original signature.
9.7 Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.
9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing any
ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, (ii) adjusting
the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2
or (iii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties
may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other
modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the
written consent or vote of the registered holders of at least a majority of the then outstanding Public Warrants. Notwithstanding the
foregoing, (a) any amendment to the terms of the Private Placement Warrants shall only require the consent of the Company and the
holders of a majority of the Private Placement Warrants, (b) the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders, and (c) the Company
may in its sole discretion and at any time allow or require the exercise of the Warrants on a “cashless basis” without the
consent of any registered holders. No amendment may be made that affects the Private Placement Warrants then held by BTIG without its
written consent. This Section 9.8 may not be amended without the written consent of BTIG, which is a third party beneficiary hereof.
9.9 Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the
Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company
and not against the property held in the Trust Account.
9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
Exhibit A - Form of Warrant
Certificate
Exhibit B - Legend
IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.
BLUEROCK
ACQUISITION CORP. II
By:
/s/
Christopher Vohs
Name: Christopher Vohs
Title: Chief Financial
Officer
CONTINENTAL
STOCK TRANSFER &TRUST COMPANY
as Warrant
Agent
By:
/s/
Henry Ferrell
Name: Henry Ferrell
Title: Vice President
[Signature Page to Warrant Agreement]
EXHIBIT A
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
BLUEROCK ACQUISITION CORP. II
Incorporated Under the Laws of the Cayman Islands
CUSIP G1195W 113
Warrant Certificate
This Warrant Certificate
certifies that [●], or registered assigns, is the registered holder of [●] warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Ordinary Shares”),
of Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the
holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number
of fully paid and nonassessable Ordinary Shares as set forth below, at the Warrant Price (the “Warrant Price”) as
determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant
Certificate and payment of the Warrant Price (or through “cashless exercise” as provided for in the Warrant Agreement)
at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
The Warrants evidenced by this Warrant Certificate are [Public][Private Placement] Warrants. Capitalized terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially
exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If,
upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon
exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary
Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant
Agreement.
The initial Warrant Price
per one Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of
certain events as set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by
the end of such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions,
as set forth in the Warrant Agreement.
Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York.
BLUEROCK
ACQUISITION CORP. II
By:
Name:
Title:
CONTINENTAL
STOCK TRANSFER &TRUST COMPANY,
as Warrant
Agent
By:
Name:
Title:
[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [ ]
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of September 24, 2026 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the registered holders or registered holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended,
and (ii) a prospectus thereunder relating to the Ordinary Shares is current and such Ordinary Shares are registered, qualified or
exempt from registration under the securities, or blue sky, laws of the state of the residence of the holder, except through “cashless
exercise” as provided for in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate
or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice contemplated by subsection 3.5.5 of the Warrant
Agreement, neither the Company nor the Warrant Agent shall issue to a holder, and a holder may not acquire, any right it might have to
acquire, a number of Ordinary Shares upon exercise of any Warrant to the extent that, upon such exercise, the number of Ordinary Shares
then beneficially owned by a holder would exceed the Maximum Percentage of Ordinary Shares outstanding immediately after giving effect
to such exercise as determined in accordance with subsection 3.3.5. of the Warrant Agreement
The Warrant Agreement provides
that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares
to be issued to the holder of the Warrant.
Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the registered holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.
Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.
The Company and the Warrant
Agent may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive [●] Ordinary Shares and herewith tenders payment
for such Ordinary Shares to the order of Bluerock Acquisition Corp. II (the “Company”) in the amount of $[●]
in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of
[●], whose address is [●] and that such Ordinary Shares be delivered to [●] whose address is [●]. If said [●]
number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [●], whose address is [●]
and that such Warrant Certificate be delivered to [●], whose address is [●].
In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
a cashless exercise pursuant to Section 6.1 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is
exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.1 of the Warrant Agreement,
as applicable.
In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of
the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement, as applicable.
In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary
Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the
name of [●], whose address is [●] and that such Warrant Certificate be delivered to [●], whose address is [●].
[To be included in any
Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.
By signing this Election
to Purchase, the undersigned hereby certifies that upon after giving effect to such exercise, the undersigned (together with such person’s
affiliates) or any “group” of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum
Percentage of the Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection
3.3.5 of the Warrant Agreement.]
[Signature Page Follows]
Date: [●],
20
(Signature)
(Address)
(Tax Identification Number)
Signature Guaranteed:
THE SIGNATURE(S) SHOULD
BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(OR ANY SUCCESSOR RULE).
EXHIBIT B
LEGEND
THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT
BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BLUEROCK ACQUISITION CORP. II (THE “COMPANY”), BLUEROCK ACQUISITION HOLDINGS
II, LLC AND THE OTHER PARTIES THERETO (THE “LETTER AGREEMENT”), THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS
COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED
IN SECTION 5 OF THE LETTER AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS
CERTIFICATE AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
NO. [●] WARRANT
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2532616d19_ex10-1.htm · Sequence: 5
Exhibit 10.1
September 24, 2026
Bluerock Acquisition Corp. II
919 Third Avenue
New York, New York 10022
Re: Initial Public Offering
Ladies and Gentlemen:
This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG,
LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover
over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares,
par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each
whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at
a price of $11.50 per share, subject to adjustments as described in the Prospectus (as defined below). The Units will be sold in the Public
Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the
Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have
the Units listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Bluerock Acquisition Holdings II, LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each of the
undersigned individuals, an “Insider” and collectively, the “Insiders”), hereby agrees
with the Company as follows:
1. The
Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or
her in favor of any proposed Business Combination (including any proposals recommended by the Company’s board of directors in connection
with such Business Combination) (except with respect to any such Ordinary Shares which may not be voted in favor of approving the Business
Combination transaction in accordance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and any Commission interpretations or guidance relating thereto) and (ii) not redeem any
Ordinary Shares owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business
Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender to the Company
any Ordinary Shares owned by it, him or her in connection therewith.
2. The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months
from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association (as it may be amended from time to time, the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to, as promptly as reasonably possible but not more
than ten (10) business days thereafter (and subject to lawfully available funds therefor), redeem 100% of the Class A Ordinary
Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds
held in the Trust Account (which interest shall be net of taxes paid or payable and up to $100,000 for liquidation expenses), divided
by the number of then issued and outstanding Offering Shares, which redemption will constitute full and complete payment for the Offering
Shares and completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law.
The Sponsor and each Insider agrees to not propose
any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with an initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete an initial Business Combination
within the required time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem
their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable), divided
by the number of then issued and outstanding Offering Shares. The Sponsor and each Insider acknowledges that it, he or she has no right,
title, interest or claim of any kind in or to any monies held in the Trust Account with respect to the Founder Shares held by it, him
or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her, if any, any redemption
rights it, he or she may have in connection with (a) the consummation of a Business Combination, including, without limitation, any
such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder vote to approve
an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with an initial Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated an initial Business Combination
within the time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares
(although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect
to any Offering Shares it or they hold if the Company fails to consummate an initial Business Combination within the time period set forth
in the Charter).
3. During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act,
and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but
not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned
by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible
into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause
(i) or (ii). The provisions of this paragraph will not apply to any transfer permitted under paragraph 7(c) hereof or if the
release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by
the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the
transfer.
4. In
the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to
the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which the Company
has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure
that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05
per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the
Trust Account, if less than $10.05 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets,
in each case less taxes paid or payable and up to $100,000 of interest to pay liquidation expenses, (y) shall not apply to any claims
by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such
waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.
5. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,250,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares up to 790,541 multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number of Units purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 2,250,000. The forfeiture
will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares
will represent an aggregate of 26.0% of the Company’s issued and outstanding Class A Ordinary Shares after the Public Offering
(on an as converted basis not including the Class A Ordinary Shares issuable upon exercise of the Warrants or Private Placement Warrants
(as defined below)). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the
Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation
of the Public Offering in such amount as to maintain the number of Founder Shares at 26.0% of its issued and outstanding Ordinary Shares
upon the consummation of the Public Offering (on an as converted basis not including the Class A Ordinary Shares issuable upon exercise
of the Warrants or Private Placement Warrants). In connection with such increase or decrease in the size of the Public Offering, then
(A) the references to 2,250,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be
changed to a number equal to 15% of the number of Offering Shares included in the Units issued in the Public Offering and (B) the
reference to 790,541 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares
that the Sponsor would have to surrender to the Company in order for the number of Founder Shares to equal an aggregate of 26.0% of the
Company’s issued and outstanding Class A Ordinary Shares after the Public Offering (on an as converted basis not including
the Class A Ordinary Shares issuable upon exercise of the Warrants or Private Placement Warrants).
6. The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4,
5, 7(a), 7(b), and 9 as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate
remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy
that such party may have in law or in equity, in the event of such breach.
7. (a) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary Shares issuable
upon conversion thereof) until the earlier of (A) 180 days after the completion of the Company’s initial Business Combination
and (B) subsequent to the completion of the initial Business Combination, (x) if the last sale price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-day period commencing after the closing of the initial Business Combination, or (y) the
date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in
all of the Company’s Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or
other property (the “Founder Shares Lock-up Period”).
(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any Class A Ordinary Shares
underlying the Private Placement Warrants), until 30 days after the completion of the initial Business Combination (the “Private
Placement Warrants Lock-up Period”, and together with the Founder Shares Lock-up Period, the “Lock-up Periods”).
(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares (or any Class A Ordinary
Shares issuable upon conversion thereof), Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement
Warrants, that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
are permitted (a) to the Company’s officers, directors, advisors or consultants, any affiliate or family member of any of the
Company’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates, and funds and
accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case
of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member
of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of
an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement
or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection
with the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased;
(f) distributions from the Sponsor to its members, partners or stockholders pursuant to the Sponsor’s limited liability company
agreement; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor; (h) in the event of the Company’s liquidation prior to the consummation of the initial Business Combination;
(i) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger,
share exchange or other similar transaction which results in all of the shareholders having the right to exchange their Class A Ordinary
Shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be
permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j),
these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein
and the other restrictions contained in this Letter Agreement (including provisions relating to voting, the Trust Account and liquidating
distributions).
8. The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in
all respects and does not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that:
it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been
convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in
any such criminal proceeding
9. Except
as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director
of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which
will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan
and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment of up to $15,000 per month to the Sponsor for
a maximum of twelve months for office space and administrative services provided to members of the Company’s management team; payment
of up to $7,500 per month to JBA Asset Management LLC, an affiliate of one of the Insiders, for a maximum of twelve months for office
space, secretarial and administrative services; payment of $300,000 to Bluerock Capital Markets, LLC (“Bluerock Capital Markets”),
an affiliate of the Sponsor, in capital market advisory fees in connection with the Public Offering; payment of consulting, success, or
finder fees to our Sponsor, officers, directors, advisors, or their respective affiliates in connection with the consummation of our initial
Business Combination; payment of customary fees to members of the board of directors of the Company for director services; reimbursement
for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination,
and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate
of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial
Business Combination, provided, that, if the Company does not consummate an initial Business Combination, amounts held outside the Trust
Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants
would be identical to the Private Placement Warrants. In addition, the Company may engage the Sponsor or an affiliate of the Sponsor as
an advisor or otherwise in connection with its initial Business Combination and certain other transactions and pay such person or entity
a salary or fee in an amount that constitutes a market standard for comparable transactions.
10. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable,
to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as
an officer and/or director of the Company.
11. As
used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary
Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B
Ordinary Shares”); (iii) “Founder Shares” shall mean the 6,060,811 Class B Ordinary
Shares issued and outstanding (up to 790,541 of which are subject to complete or partial forfeiture if the over-allotment option is not
exercised by the Underwriters) and any Class A Ordinary Shares issued upon conversion of such Class B Ordinary Shares; (iv) “Initial
Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement
Warrants” shall mean the 5,250,000 warrants (or 5,812,500 warrants if the over-allotment option is exercised in full) that
the Representative and Sponsor have agreed to purchase for an aggregate purchase price of $5,250,000 (or $5,812,500 if the over-allotment
option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the
Public Offering, plus up to 1,500,000 Private Placement Warrants that may be used upon conversion of working capital loans; (vi) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants
shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
12. The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each director
and officer shall be covered by such policy or policies, in accordance with its or their terms.
13. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.
14. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.
15. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.
16. This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
17. This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
18. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto
(i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.
19. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
e-mail transmission.
20. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by December 31, 2026; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.
[Signature Page Follows]
Sincerely,
BLUEROCK ACQUISITION HOLDINGS II, LLC
By: BEH SPAC Holdings, LLC, its managing member
/s/
Jordan Ruddy
By:
Jordan Ruddy
Title:
President
/s/ R. Ramin Kamfar
R. Ramin Kamfar
/s/ Christopher Vohs
Christopher Vohs
/s/ Harrison Seideman
Harrison Seideman
/s/ Christopher Bradley
Christopher Bradley
/s/ Ziv Conen
Ziv Conen
/s/ Andrew Weksler
Andrew Weksler
Acknowledged and Agreed:
BLUEROCK ACQUISITION CORP. II
By:
/s/ Christopher Vohs
Name: Christopher Vohs
Title: Chief Financial Officer
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: tm2532616d19_ex10-2.htm · Sequence: 6
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management
Trust Agreement (this “Agreement”) is made effective as of September 24, 2026 by and between Bluerock Acquisition
Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation (the “Trustee”).
WHEREAS, the Company’s
registration statement on Form S-1, File No. 333- 297691 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s
units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share
(the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof
to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with BTIG, LLC, as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named therein;
and
WHEREAS, as described
in the Prospectus, $150,750,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $173,362,500 of the gross proceeds of the Offering if the Underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
“Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units
issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon)
is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will
be referred to together as the “Beneficiaries”); and
WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property up to $5,250,000 (or up to $6,037,500 if the Underwriters’ over-allotment
option is exercised in full) is attributable to deferred underwriting discounts and commissions that may be payable by the Company to
the Underwriters upon the consummation of the Business Combination in accordance with the terms of the Underwriting Agreement (the “Deferred
Discount”); and
WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the
Property.
NOW, THEREFORE, IT
IS AGREED:
1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In
a timely manner, upon the written instruction of the Company, (i) hold the Property as uninvested cash, (ii) deposit the Property
into an interest bearing or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of
$100 billion or more selected by the Trustee that is satisfactory to the Company, or (iii) invest and reinvest the Property in United
States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1),
(d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest
only in direct U.S. government treasury obligations. The Trustee may not invest in any other securities or assets; it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and
while the account funds are invested or uninvested, the Trustee may earn bank credits or other consideration during such periods;
(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;
(e) Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company or in connection with the preparation of the Company’s financial statements or completion of the audit of the Company’s
financial statements by the Company’s auditors;
(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s
financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;
(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;
(i) Commence
liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Principal Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest earned on the funds held in the Trust Account (which interest shall be net of amounts released to the Company
to fund its taxes paid or payable and, in the case of Exhibit B, up to $100,000 of interest to pay liquidation expenses),
only as directed in the Termination Letter and the other documents referred to therein, (y) upon the date which is the later of (1) 21
months after the closing of the Offering, or such earlier date as the Company’s Board may approve, and (2) such later date
as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles
of association (as may be amended and/or restated from time to time, the “Articles”), or (z) upon the end
of a 30-day cure period after the date any additional amount of funds were required to be deposited in the Trust Account as a condition
of any extension of such date approved by the Company’s shareholders but were not deposited if a Termination Letter has not been
received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned
on the funds held in the Trust Account (which interest shall be net of amounts released to the Company to fund taxes paid or payable and
up to $100,000 of interest to pay liquidation expenses), shall be distributed to the Public Shareholders of record as of such date;
(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C
(a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the
amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets
of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic
funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, as applicable,
so long as there is no reduction in the aggregated principal amount per share initially deposited in the Trust Account plus any additional
amounts, calculated on a per share basis, required to be deposited for an extension of the last date to complete a business combination
as a condition of any extension of such date approved by the Company’s shareholders; provided, however, that to the
extent there is not sufficient interest income in the form of cash in the Trust Account to pay such tax obligation, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged
and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and
the Trustee shall have no responsibility to look beyond said request;
(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D
(a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Shareholders
on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted
in connection with a shareholder vote to approve an amendment to the Articles (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares
included in the Units sold in the Offering (the “Public Shares”) if the Company has not consummated an initial
Business Combination within such time as is described in the Articles or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall
constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to
look beyond said request; and
(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.
2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Principal Executive Officer,
Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties
under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;
(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented
expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by
it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property
or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in
such action with its own counsel;
(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and
as may be provided in Section 2(b) hereof;
(d) In
connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;
(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f) Unless
otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is
paid in accordance with the terms of the Underwriting Agreement directly to the account or accounts directed by the Representative on
behalf of the Underwriters prior to or concurrently with any transfer of the funds held in the Trust Account to the Company or any other
person; and
(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement.
3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;
(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred and documented expenses
incident thereto;
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee with written notification of the Company, which counsel may be the Company’s counsel),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;
(g) Verify
the accuracy of the information contained in the Registration Statement;
(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;
(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax
obligations, except pursuant to Section 1(j) hereof; or
(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or
1(k) hereof.
4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
5. Termination.
This Agreement shall terminate as follows:
(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of
copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that
in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the
Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United
States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;
or
(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).
6. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.
(b) This
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving
effect to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i), 1(j), and 1(k) hereof (which sections may not be modified, amended or deleted without the
affirmative vote of two-thirds of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share,
of the Company, which are represented in person or by proxy and are voted at a general meeting of the Company, voting together as a single
class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares
in connection with a shareholder vote to amend this Agreement (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Public Shares if the
Company does not complete its initial Business Combination within the time frame specified in the Articles or (B) with respect to
any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity), this Agreement or
any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each
of the parties hereto.
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic
mail:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Email: fwolf@continentalstock.com, cgonzalez@continentalstock.com
Tel: (212) 845-3233; (212) 845-3248
if to the Company, to:
Bluerock Acquisition Corp. II
919 Third Avenue
New York, New York 10022
Attn: Jason Emala
in each case, with copies to:
Ashurst Perkins Coie US LLP
1155 Avenue of the Americas
New York, New York 10036
Attn: Elliott Smith
Email: ElliottSmith@perkinscoie.com
if to the Representative, to:
BTIG, LLC
65 East 55th Street
New York, New York 10022
Attn: General Counsel
Email: iblegal@btig.com
with copies to:
White & Case LLP
1221 Avenue of the Americas
New York, New York
Attn: Joel Rubinstein
Email: joel.rubinstein@whitecase.com
and
White & Case LLP
555 South Flower Street, Suite 2700
Los Angeles, California
Attn: Daniel Nussen
Email: daniel.nussen@whitecase.com
(f) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.
(g) This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.
(h) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.
(i) Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third-party beneficiary
of this Agreement.
(j) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity
without the prior written consent of the other.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, as Trustee
By:
/s/ Francis Wolf
Name: Francis Wolf
Title: Vice President
BLUEROCK ACQUISITION CORP. II
By:
/s/ Christopher Vohs
Name: Christopher Vohs
Title: Chief Financial Officer
Schedule
A
Fee Item
Time and Method of Payment
Amount
Initial
set-up fee
Initial closing of Offering by wire transfer.
$
2,000
Trustee
administration fee
Payable annually. First year fee payable at initial closing of Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.
$
8,000
Transaction
processing fee for disbursements to Company under Sections 1(i) and 1(j)
Billed to Company following disbursement made to Company under Section 1
$
150
Paying
Agent services as required pursuant to Sections 1(i) and 1(k)
Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)
Prevailing rates
Exhibit A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Bluerock Acquisition Corp. II (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of September 24, 2026 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [●] (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such
shorter period as you may agree) of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms
of the Trust Agreement, the Company hereby authorizes you to commence to liquidate all of the assets of the Trust Account, and to transfer
the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the
funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (solely with respect to the Deferred
Discount)).
On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and
(ii) the Company shall deliver to you (a) a certificate of the Principal Executive Officer, Chief Financial Officer or other
authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of
the funds held in the Trust Account, including payment of amounts owed to Public Shareholders who have properly exercised their redemption
rights and payment of any Deferred Discount directly to the account or accounts directed by the Representative from the Trust Account
(the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter.
In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and the Company has not notified you on or before
the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company,
the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.
Very truly yours,
BLUEROCK ACQUISITION CORP. II
By:
Name:
Title:
cc:
BTIG, LLC
Exhibit B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Bluerock Acquisition Corp. II (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of September 24, 2026 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) [within the time frame specified in the Articles][by [●], the date by which
the Company’s Board of Directors has determined to terminate the period in which the Company must consummate a Business Combination],
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
In accordance with the terms
of the Trust Agreement, the Company hereby authorizes you to liquidate all of the assets in the Trust Account and to transfer the total
proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders, less taxes
payable and up to $100,000 to cover liquidation expenses of the Company. In accordance with the terms of the Trust Agreement, you are
hereby directed and authorized to transfer (via wire transfer) such amount for liquidation expenses of $[●] promptly upon your receipt
of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
The Company has selected [●]1
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Articles. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the
Trust Agreement.
1 21 months after the closing
date of the Offering, such earlier date as the Company’s board of directors may approve, or such later date as the Company’s
shareholders may approve.
Very truly yours,
BLUEROCK ACQUISITION CORP. II
By:
Name:
Title:
cc:
BTIG, LLC
Exhibit C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Tax Payment Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Bluerock Acquisition Corp. II (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of September 24, 2026 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds
to pay for the tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
Very truly yours,
BLUEROCK ACQUISITION CORP. II
By:
Name:
Title:
cc:
BTIG, LLC
Exhibit D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Shareholder Redemption Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Bluerock Acquisition Corp. II (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of September 24, 2026 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●]
of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the
Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds
to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial business combination or to redeem 100% of its public Ordinary Shares if the Company has
not consummated an initial Business Combination within such time as is described in the Articles or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.
Very truly yours,
BLUEROCK ACQUISITION CORP. II
By:
Name:
Title:
cc:
BTIG, LLC
EX-10.3 — EXHIBIT 10.3
EX-10.3
Filename: tm2532616d19_ex10-3.htm · Sequence: 7
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of September 24, 2026, is made and entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company
(the “Company”), Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”),
BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto
under “Holders” (each such party, together with the Sponsor and the Representative 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”).
RECITALS
WHEREAS,
the Company has 6,060,811 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”),
issued and outstanding, which are held by the Holders, up to 790,541of which will be surrendered to the Company for no consideration depending
on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;
WHEREAS,
the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary
Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;
WHEREAS,
on the date hereof, the Company and the Sponsor entered into that certain Sponsor Private Placement Warrants Purchase Agreement (the “Sponsor
Private Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 3,750,000
private placement warrants (or up to or up to 3,862,500 private placement warrants to the extent that the underwriters’ over-allotment
option in connection with the Company’s initial public offering is exercised private placement warrants to the extent that the underwriters’
over-allotment option in connection with the Company’s initial public offering is exercised) (the “Sponsor Private Placement
Warrants”) in a private placement transaction occurring simultaneously with the closing of the Company’s initial public
offering;
WHEREAS,
on the date hereof, the Company and the Representative entered into that certain Representative Private Placement Warrants Purchase Agreement
(the “Representative Private Placement Warrants Purchase Agreement” and together with the Sponsor Private Placement
Warrants Purchase Agreement, the “Private Placement Warrants Purchase Agreements”), pursuant to which the Representative
agreed to purchase an aggregate of 1,500,000 private placement warrants (or up to 1,950,000 private placement warrants to the extent that
the underwriters’ over-allotment option in connection with the Company’s initial public offering is exercised) (the “Representative
Private Placement Warrants” and together with the Sponsor Private Placement Warrants, the “Private Placement
Warrants”) in a private placement transaction occurring simultaneously with the closing of the Company’s initial public
offering;
WHEREAS,
in order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination
(as defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as
the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (“Working
Capital Warrants”) at a price of $1.00 per warrant at the option of the lender; and
WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions.
The terms defined in this ARTICLE 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive
officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to
be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case
of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would
not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide
business purpose for not making such information public.
“Agreement”
shall have the meaning given in the Preamble.
“Board”
shall mean the Board of Directors of the Company.
“Business Combination”
shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one
or more businesses, involving the Company.
“Commission”
shall mean the United States Securities and Exchange Commission.
“Company”
shall have the meaning given in the Preamble.
“Demand Registration”
shall have the meaning given in subsection 2.1.1.
“Demanding Holder”
shall have the meaning given in subsection 2.1.1.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1”
shall have the meaning given in subsection 2.1.1.
“Form S-3”
shall have the meaning given in subsection 2.3.
“Founder Shares”
shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.
“Founder Shares
Lock-up Period” shall mean, with respect to the Founder Shares and any Ordinary Shares issuable upon conversion thereof,
the period ending on the earlier of (A) 180 days after the completion of the Company’s initial Business Combination and (B) subsequent
to the completion of the Business Combination, (x) if the last sale price of the Class A Ordinary Shares equals or exceeds $12.00
per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-day period commencing after the closing of initial Business Combination, or (y) the date on which the Company completes
a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders
having the right to exchange their Class A Ordinary Shares for cash, securities or other property.
“Holders”
shall have the meaning given in the Preamble.
“Insider Letter”
shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s
officers and directors.
“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.4.
“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under
which they were made) not misleading.
“Ordinary Shares”
shall have the meaning given in the Recitals hereto.
“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may
be, under the Insider Letter, the Private Placement Warrants Purchase Agreements, this Agreement and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter.
“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.
“Private Placement
Lock-up Period” shall mean, with respect to the Private Placement Warrants that are held by the initial purchasers of such
Private Placement Warrants or their Permitted Transferees, the Private Placement Warrants and the Ordinary Shares issued or issuable upon
exercise of the Private Placement Warrants, that are held by the initial purchasers of the Private Placement Warrants or their Permitted
Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.
“Private Placement
Warrants” shall have the meaning given in the Recitals hereto.
“Private Placement Warrants Purchase
Agreements” shall have the meaning given in the Recitals hereto.
“Pro Rata” shall have
the meaning given in subsection 2.1.4.
“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security”
shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the
conversion of any of the Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Warrants (including any Ordinary
Shares or other equivalent security issued or issuable upon the exercise of the Private Placement Warrants), (c) any outstanding
Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security)
of the Company held by a Holder as of the date of this Agreement or acquired by a Holder prior to the consummation of the Business Combination,
(d) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the
Company issuable upon conversion of any working capital loans made to the Company by a Holder (including the Working Capital Warrants
and any Ordinary Shares issued or issuable upon the exercise of the Working Capital Warrants), (e) any equity securities (including
the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company held by a Holder on or after the
date of the Business Combination to the extent that such securities are “restricted securities” (as defined in Rule 144)
or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company and (f) any other equity security
of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share sub-division or in
connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any
particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with
respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise
transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities
shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under
the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or
limitations including as to manner or timing of sale or current public information requirements); or (E) such securities have been
sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.
“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration and filing
fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc. and any securities
exchange on which the Ordinary Shares are then listed);
(B) fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue
sky qualifications of Registrable Securities);
(C) printing, messenger, telephone
and delivery expenses;
(D) reasonable fees and disbursements
of counsel for the Company;
(E) reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
(F) reasonable fees and expenses
of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered
for offer and sale in the applicable Registration.
“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Representative”
shall have the meaning given in the Recitals hereto.
“Representative
Private Placement Warrants” shall have the meaning given in the Recitals hereto.
“Representative
Private Placement Warrants Purchase Agreement” shall have the meaning given in the Recitals hereto.
“Requesting Holder”
shall have the meaning given in subsection 2.1.1.
“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.
“Shelf”
shall have the meaning given in subsection 2.3.1.
“Sponsor”
shall have the meaning given in the Preamble hereto.
“Sponsor Private
Placement Warrants” shall have the meaning given in the Recitals hereto.
“Sponsor Private
Placement Warrants Purchase Agreement” shall have the meaning given in the Recitals hereto.
“Subsequent Shelf
Registration” shall have the meaning given in subsection 2.3.2.
“Takedown Requesting
Holder” shall have the meaning given in subsection 2.3.3.
“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.
“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Underwritten
Shelf Takedown” shall have the meaning given in subsection 2.3.3.
“Working Capital
Warrants” shall have the meaning given in the Recitals hereto.
ARTICLE 2
REGISTRATIONS
2.1 Demand
Registration.
2.1.1 Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from
time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least fifteen percent
(15%) of the then-outstanding number of Registrable Securities or (ii) the Representative or its Permitted Transferees (the “Demanding
Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall
describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof
(such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration
pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the
receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting
Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration
pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45)
days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested
by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated
to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1
with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its
Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar
long-form registration statement that may be available at such time (“Form S-1”) has become effective and all
of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1
Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf
Takedown shall not count as a Demand Registration.
2.1.2 Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration
Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently
interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration
Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop
order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating
such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing,
but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required
to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration
pursuant to a Demand Registration becomes effective or is subsequently terminated. Notwithstanding the foregoing, the Representative
may not exercise its demand registration rights after five (5) years from the commencement of sales in the Company’s initial
public offering, and may not exercise its demand rights on more than one occasion.
2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire
to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder
and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of
Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights
to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities;
and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and
(ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated
to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding
the Maximum Number of Securities.
2.1.5 Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a
Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.
2.2 Piggyback
Registration.
2.2.1 Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by
the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other
than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such
proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the
anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of
such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written
notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1
to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such
Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this
subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown
conducted in accordance with subsection 2.3.3. Notwithstanding the foregoing, the Representative may not exercise its “piggyback”
registration rights after seven (7) years from the effective date of the Company’s initial public offering.
2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration (other than an Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities
participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires
to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written
contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable
Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares,
if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other
shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for
the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof (pro rata based on the respective number
of Registrable Securities that such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum
Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back
registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a
request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration
(A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders
of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their
rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata based on the number of Registrable
Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the
Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and
(C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register
pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number
of Securities.
2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or
its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3 Shelf
Registration.
2.3.1 The
Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of
their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”),
or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection
2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any
method or combination of methods legally available to, and requested by, any Holder. Within five (5) days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly
give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify
the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable
thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on
a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written
request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified
in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any
such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any
other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such
other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf
in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and
supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of
the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company
files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3
as soon as practicable after the Company is eligible to use Form S-3.
2.3.2 If
any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are
still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf
to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness
of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner
reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration
statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such
Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf
Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration
to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such
Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until
such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3
to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate
form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the
Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities
to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf
Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration
shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to be
so covered once annually after inquiry of the Holders.
2.3.3 At
any time and from time to time after a Shelf has been declared effective by the Commission, each of the Sponsor and the Representative
may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf
(each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten
Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction
of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns
shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown,
which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected
price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten
Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least
24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights
of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering
(which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which
shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection
2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3.4 If
the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor, the Representative
and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor, the
Representative and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity
securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten
Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor and the Representative that can be sold without
exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each such
Holder has so requested to be included in such Underwritten Shelf Takedown; (ii) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the
Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on
the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten
Shelf Takedown.
2.3.5 The
Sponsor and Representative shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written
notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown
prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the
Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal
under this subsection 2.3.5.
2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the
Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of
the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to
defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
signed by the Chairperson of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the
Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such
Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30)
days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.
2.5 Legends.
In connection with any sale or other disposition of the Registrable Securities by a Holder pursuant to Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission) and upon compliance by the Holder with
the requirements of this Section 2.5, if requested by the Holder, the Company shall cause the transfer agent for the Registrable
Securities (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding
such Registrable Securities and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends
within two (2) trading days of any such request therefor from the Holder; provided that the Company and the Transfer Agent have
timely received from the Holder customary representations and other documentation reasonably acceptable to the Company and the Transfer
Agent in connection therewith. Subject to receipt from the Holder by the Company and the Transfer Agent of customary representations
and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that
the Company remove any legend from the book entry position evidencing its Registrable Securities and the Company will, if required by
the Transfer Agent, use its commercially reasonable efforts cause an opinion of the Company’s counsel be provided, in a form reasonably
acceptable to the Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under
the Securities Act, following the earliest of such time as such Registrable Securities (i) are subject to or have been or are about
to be sold pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission). If restrictive legends are no longer
required for such Registrable Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of this section
and within two (2) trading days of any request therefor from the Holder accompanied by such customary and reasonably acceptable
representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the
Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry shares. The Company
shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with such issuance.
ARTICLE 3
COMPANY PROCEDURES
3.1 General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect
the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of
such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as
expeditiously as possible:
3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its
reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold;
3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ and Underwriters’ legal
counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration
Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or the legal counsel for any such Holders and Underwriters may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders;
3.1.4 prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which
it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;
3.1.6 provide
a transfer agent or rights agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;
3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;
3.1.8 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation,
providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;
3.1.9 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit
a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if
any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in
the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any
Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment
or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration
Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing
each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company
shall include unless contrary to applicable law;
3.1.11 obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered
by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders;
3.1.12 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and
negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;
3.1.14 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);
3.1.15 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.
3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the
Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be
reasonably required under the terms of such underwriting arrangements.
3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to
prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised
in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith
by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders
agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration
in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration
of any period during which it exercised its rights under this Section 3.4.
3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take
such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell
Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing
any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.
ARTICLE 4
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the
liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder
from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify
the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to indemnification of the Company.
4.1.3 Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying
party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot
be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such
settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.
4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.
4.1.5 If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of
any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above
shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro
rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this
subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent
misrepresentation.
4.2 Waiver
of Medallion Guaranty. The Company agrees to use commercially reasonable efforts to enter into an indemnification agreement in customary
form, in favor of Continental Stock Transfer & Trust Company (or any successor transfer agent or rights agent of the Company)
in connection with the waiver of any requirement to provide a medallion guarantee in connection with any Transfer of any equity securities
of the Company by the Sponsor, the Representative or any of their Permitted Transferees.
ARTICLE 5
MISCELLANEOUS
5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time
as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused
by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 919 Third
Avenue, New York, New York 10022, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.
5.2 Assignment;
No Third Party Beneficiaries.
5.2.1 This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.
5.2.2 Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a
transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound
by the transfer restrictions set forth in this Agreement.
5.2.3 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.
5.2.5 No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.
5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW
YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE
INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW
YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
5.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question (which majority must include the Representative if such amendment or modification is material and
adverse to the Representative), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived,
or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing,
any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the capital
shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of
the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on
the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights
or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall
operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
5.6 Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right
to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
5.7 Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date
as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to
the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions
or limitations. The provisions of Section 3.5 and ARTICLE 4 shall survive any termination.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be executed as of the date first written above.
COMPANY:
BLUEROCK ACQUISITION CORP. II,
a Cayman Islands exempted company
By:
/s/ Christopher Vohs
Name:
Christopher Vohs
Title:
Chief Financial Officer
HOLDERS:
BLUEROCK ACQUISITION HOLDINGS II, LLC,
a Delaware limited liability company
By: BEH SPAC Holdings, LLC, its managing member
By:
/s/
Jordan Ruddy
Name:
Jordan Ruddy
Title:
President
/s/ Christopher Bradley
Name:
Christopher Bradley
/s/ Ziv Conen
Name:
Ziv Conen
/s/ Andrew Weksler
Name:
Andrew Weksler
BTIG, LLC
By:
/s/ Paul Wood
Name:
Paul Wood
Title:
Managing Director
[Signature Page to Registration Rights
Agreement]
EX-10.4 — EXHIBIT 10.4
EX-10.4
Filename: tm2532616d19_ex10-4.htm · Sequence: 8
Exhibit 10.4
PRIVATE PLACEMENT WARRANTS AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS
AGREEMENT, dated as of September 24, 2026 (as it may from time to time be amended, this “Agreement”), is
entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Bluerock
Acquisition Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
WHEREAS, the Company intends
to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting
of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”),
and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise
price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-297691)
(the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”).
WHEREAS, the Purchaser has
agreed to purchase an aggregate of 3,750,000 warrants (or up to 3,862,500 warrants if the underwriters exercise their over-allotment option
in full in connection with the Public Offering) (the “Private Placement Warrants”), each Private Placement Warrant
entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share.
NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchaser.
B. Purchase
and Sale of the Private Placement Warrants.
(i) On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, an aggregate of 3,750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase
price of $3,750,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds
to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions.
On the Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the
Purchaser, or effect such delivery in book-entry form.
(ii) On
the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-Allotment Closing Date”,
and each Over-Allotment Closing Date (if any) together with the Initial Closing Date, the “Closing Dates” and
each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, up to 112,500 Private Placement Warrants (or, if the over-allotment option is not exercised in full, a lesser number
of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.00 per Private
Placement Warrant for an aggregate purchase price of up to $112,500 (the “Over-Allotment Purchase Price”), which
shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing
Date in accordance with the Company’s wiring instructions. On the Over-Allotment Closing Date, upon the payment by the Purchaser
of the Over-Allotment Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants
purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry
form.
C. Terms
of the Private Placement Warrants.
(i) Each
Private Placement Warrant will have the terms set forth in a warrant agreement to be entered into by the Company and a warrant agent in
connection with the Public Offering (the “Warrant Agreement”).
(ii) At
the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants.
Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the applicable
Closing Date) that:
A. Incorporation
and Corporate Power. The Company is an exempted company with limited liability duly incorporated, validly existing and in good standing
under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization;
No Breach.
(i) The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of
the applicable Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or
law). Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement and the Warrant Agreement, the Private Placement
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms as of the
applicable Closing Date.
(ii) The
execution and delivery by the Company of this Agreement, the issuance and sale of the Private Placement Warrants, the issuance of the
Ordinary Shares upon exercise of the Private Placement Warrants, and the fulfillment of, and compliance with, the respective terms hereof
and thereof by the Company, do not and will not as of the applicable Closing Date (a) conflict with or result in a breach of the
terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the amended and restated memorandum and articles of association of the Company in effect on the date hereof
or as may be amended at or prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.
C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration
in the Company’s register of members, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly
and validly issued, fully paid and nonassessable. On the date of the issuance of the Private Placement Warrants, the Ordinary Shares underlying
the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms
hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title
to the Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants, free and clear of
all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder, under the letter agreement entered
into among the Company and its insiders, and under the other agreements contemplated hereby, (ii) transfer restrictions under federal
and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.
E. Regulation
D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders
of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act.
Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private
Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive the applicable Closing Date) that:
A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.
B. Authorization;
No Breach.
(i) This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of the applicable Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.
C. Investment
Representations.
(i) The
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Ordinary Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes
only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser
has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv) The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) of Regulation D under the Securities Act.
(v) The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.
(vi) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vii) The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the
Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 is not available
for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers
that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition
if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell
company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all
Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the
issuer was required to file such reports and materials), other than Form 8K reports; and (iv) at least one year has elapsed
from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not
a shell company.
(viii) The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have
no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can
afford a complete loss of its investment in the Securities.
Section 4. Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are
subject to the fulfillment, on or before the applicable Closing Date, of each of the following conditions:
A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 hereof shall be true and correct
at and as of such Closing Date as though then made.
B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.
C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.
D. Registration
Rights Agreement. The Company shall have entered into the Registration Rights Agreement on terms satisfactory to the Purchaser.
Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before the such Closing Date, of each of the following conditions:
A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at
and as of the applicable Closing Date as though then made.
B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before such Closing Date.
C. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.
D. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.
Section 6. Termination.
This Agreement may be terminated at any time after December 31, 2026 upon the election by either the Company or the Purchaser upon
written notice to the other party if the closing of the Public Offering does not occur prior to such date.
Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the applicable Closing
Date.
Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.
Section 9. Miscellaneous.
A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof (including, without limitation one or more of its members).
B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts.
This Agreement may be executed and delivered (including executed manually or electronically via DocuSign or other similar services and
delivered by portable document format (pdf) transmission) in multiple counterparts, each of which shall be deemed an original, and all
of which together shall constitute the same instrument, but only one of which need be produced.
D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.
F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.
[Signature Page Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
COMPANY
BLUEROCK ACQUISITION CORP. II,
a Cayman Islands exempted company
By:
/s/ Christopher Vohs
Name:
Christopher Vohs
Title:
Chief Financial Officer
PURCHASER
BLUEROCK ACQUISITION HOLDINGS
II, LLC, a Delaware limited liability company
By: BEH SPAC Holdings, LLC, its
managing member
By:
/s/ Jordan Ruddy
Name:
Jordan Ruddy
Title:
President
EX-10.5 — EXHIBIT 10.5
EX-10.5
Filename: tm2532616d19_ex10-5.htm · Sequence: 9
Exhibit 10.5
PRIVATE PLACEMENT WARRANTS AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS
AGREEMENT, dated as of September 24, 2026 (as it may from time to time be amended, this “Agreement”), is
entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG,
LLC (the “Purchaser”).
WHEREAS, the Company intends
to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting
of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”),
and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise
price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-297691)
(the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”).
WHEREAS, the Purchaser, who
is an underwriter in the Public Offering, has agreed to purchase an aggregate of 1,500,000 warrants (or up to 1,950,000 warrants if the
underwriters exercise their over-allotment option in full in connection with the Public Offering) (the “Private Placement
Warrants”), each Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price
of $11.50 per share.
NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Warrants; Lock-Up.
A. Authorization of the
Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of
the Private Placement Warrants.
(i) On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, an aggregate of 1,500,000 Private Placement Warrants, at a price of $1.00 per warrant for an aggregate purchase
price of $1,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds
to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions,
or in such other manner as may be mutually agreed upon by the Company and the Purchaser. On the Initial Closing Date, upon the payment
by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants
purchased by each Purchaser on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in
book-entry form.
(ii) On
the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchasers and the Company (each such date, the “Over-Allotment Closing Date”,
and each Over-Allotment Closing Date (if any) together with the Initial Closing Date, the “Closing Dates” and
each, a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase
from the Company, up to 450,000 Private Placement Warrants (or, if the over-allotment option is not exercised in full, a lesser number
of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised), consistent with their pro
rata allocation of the Public Offering, at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $450,000
(the “Over-Allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to
the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions,
or in such other manner as may be mutually agreed upon by the Company and the Purchasers. On the Over-Allotment Closing Date, upon the
payment by the Purchasers of the Over-Allotment Purchase Price, the Company, at its option, shall deliver a certificate evidencing the
Private Placement Warrants purchased by each Purchaser on such date duly registered in each Purchaser’s name to each Purchaser,
or effect such delivery in book-entry form.
C. Terms of the Private Placement
Warrants.
(i) Each
Private Placement Warrant will have the terms set forth in a warrant agreement to be entered into by the Company and a warrant agent in
connection with the Public Offering (the “Warrant Agreement”).
(ii) At
the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants.
D. Lock up.
(i) Each
Purchaser agrees that it shall not Transfer any Private Placement Warrants (or any Class A Ordinary Shares underlying the Private
Placement Warrants) until thirty (30) days following the consummation of the Company’s initial business combination (the “Business
Combination”); provided, however, that Transfers of Securities are permitted (a) to the Company’s or Purchaser’s
officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or Purchaser’s officers,
directors, advisors or consultants, any members or partners of the Sponsor or their affiliates, and funds and accounts advised by such
members or partners, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift
to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of
laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic
relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement,
in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation
of an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) by
virtue of the laws of the State of New York or such Purchaser’s organizational documents upon dissolution of such Purchaser; (g) in
the event of the Company’s liquidation prior to the consummation of the initial Business Combination; (h) in the event that,
subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other
similar transaction which results in all of the shareholders having the right to exchange their Class A Ordinary Shares for cash,
securities or other property or (i) to a nominee or custodian of a person or entity to whom a transfer would be permissible under
clauses (a) through (f); provided, however, that in the case of clauses (a) through (f) and clause (i), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions and by the same agreements
entered into by the Company’s sponsor and the Subscriber with respect to such securities (including provisions relating to voting,
the Trust Account and liquidating distributions).
(ii) For
purposes of Section 1(D)(i), the term “Transfer” shall mean (a) sale of, offer to sell, contract or agreement to
sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
(iii) In
addition to the terms described in Sections 1(D)(i), the Purchaser acknowledges and agrees that the Private Placement Warrants and their
component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”)
and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of one-hundred eighty (180)
days beginning on the date of commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement
Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated
during the foregoing 180-day period except to any underwriter or selected dealer participating in the IPO and the officers or partners,
registered persons or affiliates of the Purchaser and any such participating underwriter or selected dealer. Additionally, the Private
Placement Warrants and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days beginning
on the date of commencement of sales in the IPO. Additionally, notwithstanding anything to the contrary in the Warrant Agreement, the
Private Placement Warrants may not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA
Rule 5110(g)(8).
Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the applicable
Closing Date) that:
A. Incorporation and Corporate
Power. The Company is an exempted company with limited liability, duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization; No Breach.
(i) The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of
the applicable Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or
law). Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement and the Warrant Agreement, the Private Placement
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms as of the
applicable Closing Date.
(ii) The
execution and delivery by the Company of this Agreement, the issuance and sale of the Private Placement Warrants, the issuance of the
Ordinary Shares upon exercise of the Private Placement Warrants, and the fulfillment of, and compliance with, the respective terms hereof
and thereof by the Company, do not and will not as of the applicable Closing Date (a) conflict with or result in a breach of the
terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the amended and restated memorandum and articles of association of the Company in effect on the date hereof
or as may be amended at or prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.
C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration with the
Company’s register of members, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly and validly
issued, fully paid and nonassessable. On the date of the issuance of the Private Placement Warrants, the Ordinary Shares underlying the
Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms
hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title
to the Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants, free and clear of
all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder, under the letter agreement entered
into among the Company and its insiders, and under the other agreements contemplated hereby, (ii) transfer restrictions under federal
and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
D. Governmental Consents.
No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.
E. Regulation D Qualification.
Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more
of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under
the Securities Act.
Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement
Warrants to the Purchaser, each Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive
the applicable Closing Date) that:
A. Organization and Requisite
Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this
Agreement.
B. Authorization; No Breach.
(i) This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of the applicable Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.
C. Investment Representations.
(i) The
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Ordinary Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes
only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser
has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv) The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) of Regulation D under the Securities Act.
(v) The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.
(vi) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vii) The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the
Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 is not available
for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers
that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition
if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell
company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all
Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the
issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed
from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not
a shell company.
(viii) The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have
no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can
afford a complete loss of its investment in the Securities.
(ix) The
Purchaser acknowledges that the Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants
and the related registration rights will be deemed compensation by the FINRA and will therefore, pursuant to FINRA Rule 5110(e),
be subject to lock-up for a period of 180 days from the commencement of sales in the Public Offering, subject to certain limited exceptions
to permitted transferees in accordance with FINRA Rule 5110(e)(2). The Private Placement Warrants and the Ordinary Shares issuable
upon exercise of such Private Placement Warrants and the related registration rights may not be sold, transferred, assigned, pledged or
hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition
of such securities by any person for a period of 180 days from the commencement of sales in the Public Offering. The Purchaser further
acknowledges that the Private Placement Warrants are subject to additional transfer restrictions under the terms of the underwriting agreement
by and between the Company and the Purchaser.
Section 4. Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject
to the fulfillment, on or before the applicable Closing Date, of each of the following conditions:
A. Representations and
Warranties. The representations and warranties of the Company contained in Section 2 hereof shall be true and correct
at and as of such Closing Date as though then made.
B. Performance. The
Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.
C. No Injunction. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.
D. Registration Rights
Agreement. The Company shall have entered into the Registration Rights Agreement on terms satisfactory to the Purchaser.
Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before the applicable Closing Date, of each of the following conditions:
A. Representations and
Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.
B. Performance. The
Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before such Closing Date.
C. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement
and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.
D. No Injunction. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.
Section 6. Termination.
This Agreement may be terminated at any time after December 31, 2026 upon the election by either the Company or the Purchaser upon
written notice to the other party if the closing of the Public Offering does not occur prior to such date.
Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the applicable Closing Date.
Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.
Section 9. Miscellaneous.
A. Successors and Assigns.
Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the
parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding
the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to
affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This
Agreement may be executed and delivered (including executed manually or electronically via DocuSign or other similar services and delivered
by portable document format (pdf) transmission) in multiple counterparts, each of which shall be deemed an original, and all of which
together shall constitute the same instrument, but only one of which need be produced.
D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part
of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This
Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance
with the internal laws of the State of New York.
F. Amendments. This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
to be effective as of the date first set forth above.
COMPANY
BLUEROCK ACQUISITION CORP. II,
a Cayman Islands exempted company
By:
/s/ Christopher Vohs
Name:
Christopher Vohs
Title:
Chief Financial Officer
PURCHASER
BTIG, LLC
By:
/s/ Paul Wood
Name:
Paul Wood
Title:
Managing Director
Schedule A
1. BTIG,
LLC
EX-10.6 — EXHIBIT 10.6
EX-10.6
Filename: tm2532616d19_ex10-6.htm · Sequence: 10
Exhibit 10.6
BLUEROCK ACQUISITION CORP. II
919 Third Avenue
New York, New York 10022
September 24, 2026
Bluerock Acquisition Holdings II, LLC
919 Third Avenue
New York, New York 10022
Re: Administrative Services and Indemnification
Agreement
Ladies and Gentlemen:
This administrative services
and indemnification agreement (this “Agreement”) by and between Bluerock Acquisition Corp. II (the “Company”)
and Bluerock Acquisition Holdings II, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement
that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”),
pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the (i) consummation by the Company of an initial business combination
(“Business Combination”), (ii) 12 months after the Listing Date or (iii) the Company’s liquidation (in each
case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
(i) Sponsor shall make
available, or cause to be made available, to the Company, at 919 Third Avenue, New York, New York 10022 (or any successor location), certain
office space and administrative support services as may be reasonably required by the Company. In exchange therefor, the Company shall
pay Sponsor the sum of up to $15,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date;
(ii) Sponsor hereby irrevocably
waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement
(each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust
account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the
Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out
of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise
adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement,
payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever;
and
(iii) The Company agrees
to indemnify and hold harmless the Sponsor and its directors, officers, employees, principals, managers, partners, members, shareholders,
equityholders, control persons, affiliates, agents, advisors, consultants and representatives (the “Indemnitees”)
from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages,
awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments
and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs
of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them
or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the
initial public offering of the Company’s securities or the Company’s operations or conduct of its business (including, for
the avoidance of doubt, a Business Combination), (ii) in respect of any investment opportunities sourced by the Sponsor and its affiliates,
and/ or (iii) any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any activities
of the Company or any express or implied association between the Sponsor, on the one hand, and the Company or any of its affiliates, on
the other hand. The Indemnitee will promptly notify the Company in writing of any indemnified claim provided that failure or delay to
give such notice shall not relieve the Company of its indemnification obligations hereunder. The Company will, at its expense, undertake
the defense of such claim with attorneys of its own choosing reasonably satisfactory in all respects to such Indemnitee, subject to the
right of such Indemnitee to undertake such defense as hereinafter provided.
An Indemnitee may participate
in such defense with counsel of such Indemnitee’s choosing at the expense of the Company. In the event that the Company does not
undertake the defense of any claim within a reasonable time after such Indemnitee has given the notice thereof, or in the event that such
Indemnitee shall in good faith determine that the defense of any claim by the Company is inadequate or may conflict with the interest
of any Indemnitee, such Indemnitee may, at the expense of the Company and after giving notice to the Company of such action, undertake
the defense of the claim and compromise or settle the claim, all for the account of and at the risk of the Company. The Company shall
pay all costs and expenses (including, without limitation, attorneys’ fees and costs of experts) incurred by the Indemnitee in connection
with Indemnitee’s defense of any such claim promptly (and in any event within 10 days) after receipt of any statement therefor.
In the defense of any claim against an Indemnitee, the Company shall not, except with the prior written consent of such Indemnitee, consent
to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money
by such Indemnitee, or that does not include as an unconditional term thereof the giving by the person or persons asserting such claim
to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement
that such Indemnitee denies all wrongdoing in connection with such matters. The Company shall not be obligated to indemnify an Indemnitee
against amounts paid in settlement of a claim if such settlement is effected by such Indemnitee without the prior written consent of the
Company, which shall not be unreasonably withheld or delayed. If the indemnification provided for in this paragraph is for any reason
not available to an Indemnitee as a matter of law in respect of any losses, claims, damages or liabilities referred to herein, then, in
lieu of indemnifying such Indemnitee therefor, the Company shall contribute to the amount paid or payable by such Indemnitee as a result
of such losses, claims, damages or liabilities (and expenses relating thereto) (a) in such proportion as is appropriate to reflect
the relative benefits to the Indemnitee, on the one hand, and the Company, on the other hand, of the subject matter of this Agreement
or (b) if the allocation provided by clause (a) above is not available, in such proportion as is appropriate to reflect not
only the relative benefits referred to in such clause (a) but also the relative fault of each of such Indemnitee and the Company,
as well as any other relevant equitable considerations. Notwithstanding anything to the contrary set forth herein or otherwise, the Company
acknowledges and agrees that each Indemnitee shall be an express third-party beneficiary of the provisions of this paragraph 2 and any
related provision hereof that is or may extend rights to such Indemnitee. For the avoidance of doubt, the Company’s indemnification
obligations contained in this paragraph (iii) shall survive the Company’s consummation of a Business Combination.
This Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.
This Agreement may not be
amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign
either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.
This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state,
without regards to the conflicts of laws principles thereof.
[Signature Page Follows]
Very truly yours,
BLUEROCK ACQUISITION CORP. II
By:
/s/ Christopher Vohs
Name: Christopher Vohs
Title: Chief Financial Officer
AGREED AND ACCEPTED BY:
BLUEROCK ACQUISITION HOLDINGS II, LLC
By: BEH SPAC Holdings, LLC, its managing member
By:
/s/ Jordan Ruddy
Name: Jordan Ruddy
Title: President
[Signature Page to Administrative Services
Agreement]
EX-10.7 — EXHIBIT 10.7
EX-10.7
Filename: tm2532616d19_ex10-7.htm · Sequence: 11
Exhibit 10.7
BLUEROCK ACQUISITION CORP. II
919 Third Avenue
New York, New York 10022
September 24, 2026
JBA Asset Management LLC
39 West 37th Street, 15th Floor
New York, New York 10018
Re: Administrative Services Agreement
Ladies and Gentlemen:
This administrative services
agreement (this “Agreement”) by and between Bluerock Acquisition Corp. II (the “Company”)
and JBA Asset Management LLC (“JBAAM”), dated as of the date hereof, will confirm our agreement that, commencing
on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”),
pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the (i) consummation by the Company of an initial business combination
(“Business Combination”), (ii) 12 months after the Listing Date or (iii) the Company’s liquidation
(in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”):
(i) JBAAM shall make
available, or cause to be made available, to the Company certain administrative support services as may be reasonably required by the
Company. In exchange therefor, the Company shall pay JBAAM the sum of up to $7,500 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and
(ii) JBAAM hereby irrevocably
waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement
(each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust
account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the
Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out
of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise
adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement,
payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever;
This Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.
This Agreement may not be
amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign
either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.
This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state,
without regards to the conflicts of laws principles thereof.
[Signature Page Follows]
Very truly yours,
BLUEROCK ACQUISITION CORP. II
By:
/s/ Christopher Vohs
Name:
Christopher Vohs
Title:
Chief Financial Officer
AGREED AND ACCEPTED BY:
JBA Asset Management LLC
/s/ Andrew Weksler
Name:
Andrew Weksler
Title:
Managing Partner
[Signature Page to Administrative Services
Agreement]
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2532616d19_ex99-1.htm · Sequence: 12
Exhibit
99.1
Bluerock
Acquisition Corp. II Announces Pricing of $150 Million Initial Public Offering
September 24,
2026 / Bluerock Acquisition Corp. II Press Release
NEW
YORK, NY (September 24, 2026) - Bluerock Acquisition Corp. II (the “Company”) today announced the pricing of its initial
public offering of 15,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Global Market “Nasdaq”)
and are expected to trade under the ticker symbol “BRRKU” beginning on September 25, 2026. Each unit consists of one Class A
ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share
at a price of $11.50 per share, subject to certain adjustments. Only whole warrants will be exercisable. Once the securities comprising
the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols
“BRRK” and “BRRKW,” respectively. The offering is expected to close on September 28, 2026.
Bluerock
Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business
combination in any business or industry.
BTIG,
LLC is acting as the sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to purchase
up to an additional 2,250,000 units at the initial public offering price to cover over- allotments, if any.
A
registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the
“SEC”) on September 24, 2026. This press release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The
offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from BTIG, LLC, 65 East
55th Street, New York, NY 10022, by email at: ProspectusDelivery@btig.com, or by visiting the SEC’s website at www.sec.gov.
FORWARD-LOOKING
STATEMENTS
This
press release contains statements that constitute “forward-looking statements,” including with respect to the proposed
initial public offering and the anticipated use of the net proceeds from the offering. No assurance can be given that the offering
discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as
indicated, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section
of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with
the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
INVESTOR
CONTACT
Harrison
Seideman
spac@bluerock.com
MEDIA
CONTACT
Carly
Hampton
champton@bluerock.com
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2532616d19_ex99-2.htm · Sequence: 13
Exhibit 99.2
Bluerock Acquisition Corp.
II Announces Closing of $172.5 Million Initial Public Offering Including Exercise of Underwriter’s Over-Allotment Option in Full
NEWS PROVIDED BY
Bluerock Acquisition Corp. II
Sep 28, 2026, 13:36 ET
NEW
YORK, Sept. 28, 2026 /PRNewswire/ -- Bluerock Acquisition Corp. II (Nasdaq: BRRKU) (the “Company”) today announced
the closing of its initial public offering of 17,250,000 units, which includes 2,250,000 units issued pursuant to the exercise by the
underwriter of its over-allotment option in full, at a public offering price of $10.00 per unit. Each unit consists of one Class A ordinary
share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of
$11.50 per share.
The units are listed on The Nasdaq Global Market (“Nasdaq”)
and commenced trading under the ticker symbol “BRRKU” on September 25, 2026. Once the securities comprising the units begin
separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “BRRK” and
“BRRKW,” respectively.
Concurrently
with the closing of the initial public offering, the Company closed on a private placement of 5,812,500 warrants at a price of $1.00
per warrant, resulting in gross proceeds of $5,812,500. Bluerock Acquisition Holdings II, LLC, the Company’s sponsor, purchased 3,862,500
of the private placement warrants and BTIG, LLC purchased 1,950,000 of the private placement warrants. Each private placement warrant
is exercisable to purchase one Class A ordinary share at $11.50 per share. Of the proceeds received from the consummation of the initial
public offering and a simultaneous private placement of warrants, $173,362,500 (or $10.05 per unit sold in the public offering) was placed
in trust.
Bluerock Acquisition Corp. II is a blank check
company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. The Company may pursue an initial business combination in any
business or industry.
“With
the successful pricing of Bluerock Acquisition Corp. II, our second SPAC vehicle, we believe we offer a compelling value proposition
to prospective companies considering a path to the public markets,” said Harrison Seideman, President and Chief Operating
Officer of Bluerock Acquisition Corp. II. “Building on the platform we established with our first vehicle, we intend to focus
our sourcing efforts on companies at an inflection point in their growth trajectory seeking a strategic capital
partner.”
BTIG, LLC acted as the sole book-running manager for the offering.
A registration statement relating to these securities was
declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 24, 2026. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
The
offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from BTIG, LLC, 65
East 55th Street, New York, NY 10022, by email at: ProspectusDelivery@btig.com, or by visiting the SEC’s website at www.sec.gov.
Cautionary Note Concerning Forward-Looking Statements
This press release contains
statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial
business combination and the anticipated use of the net proceeds of the initial public offering and simultaneous private placement.
No assurance can be given that the net proceeds of the
offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the
initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company
undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by
law.
Contacts
Investor Contact:
Harrison Seideman
spac@bluerock.com
Media Contact:
Carly Hampton
CHampton@bluerock.com
SOURCE Bluerock Acquisition Corp. II
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