Form 8-K
8-K — Breeze Acquisition Corp. II
Accession: 0001213900-26-057783
Filed: 2026-05-15
Period: 2026-05-12
CIK: 0002095443
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 — ea0290760-8k_breeze2.htm (Primary)
EX-1.1 — UNDERWRITING AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND IB CAPITAL LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS (ea029076001ex1-1.htm)
EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (ea029076001ex3-1.htm)
EX-4.1 — RIGHTS AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT (ea029076001ex4-1.htm)
EX-10.1 — LETTER AGREEMENT, DATED MAY 12, 2026, BY AND AMONG THE COMPANY, BREEZE SPONSOR II, LLC, IB CAPITAL LLC, AND EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY (ea029076001ex10-1.htm)
EX-10.2 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE (ea029076001ex10-2.htm)
EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED MAY 12, 2026, BY AND AMONG THE COMPANY AND THE HOLDERS SIGNATORY THERETO (ea029076001ex10-3.htm)
EX-10.4 — ADMINISTRATIVE SERVICES AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND BREEZE SPONSOR II, LLC (ea029076001ex10-4.htm)
EX-10.5 — PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND BREEZE SPONSOR II, LLC (ea029076001ex10-5.htm)
EX-10.6 — FORM OF INDEMNITY AGREEMENT, EACH DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY (ea029076001ex10-6.htm)
EX-99.1 — PRESS RELEASE, DATED MAY 12, 2026 (ea029076001ex99-1.htm)
EX-99.2 — PRESS RELEASE, DATED MAY 14, 2026 (ea029076001ex99-2.htm)
EX-99.3 — PRESS RELEASE, DATED MAY 15, 2026 (ea029076001ex99-3.htm)
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8-K — CURRENT REPORT
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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):
May 12, 2026
BREEZE ACQUISITION CORP. II
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
001-43280
N/A
(State or Other Jurisdiction of
Incorporation
or Organization)
(Commission File No.)
(I.R.S. Employer
Identification No.)
955 W. John Carpenter Fwy., Suite 100-929
Irving, TX 75039
(Address of principal executive offices and zip
code)
(888) 273-9001
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed from
last report)
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 (see General
Instruction A.2. below):
☐
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 ☒
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. ☐
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 ordinary share, $0.0001 par value per share, and one right
BREZU
The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share
BREZ
The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-fifth (1/5) of one ordinary share, par value $0.0001
BREZR
The Nasdaq Stock Market LLC
Item 1.01. Entry into a Material Definitive
Agreement.
On May 14, 2026, Breeze Acquisition Corp. II (the “Company”)
consummated its initial public offering (“IPO”) of 12,500,000 units (the “Units”). Each Unit consists of one ordinary
share of the Company, par value $0.0001 per share, and one right (the “Rights”). Each Right entitles the holder thereof to
receive one-fifth (1/5) of one ordinary share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company
of $125,000,000. The Company has also granted the underwriters an over-allotment option for 45 days to purchase an additional 1,875,000
Units. On May 14, 2026, the underwriters notified the Company that they would partially exercise the over-allotment option to purchase
an additional 1,500,000 Units.
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. 333-291575) for the IPO, originally filed with the U.S. Securities and Exchange Commission on November
17, 2025 (as amended, the “Registration Statement”):
● An Underwriting Agreement, dated May 12, 2026, by and between the Company and IB Capital
LLC, as representative of the several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto
and incorporated herein by reference.
● A Rights Agreement, dated May 12, 2026, by and between the Company and Continental Stock
Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
● A Letter Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC,
IB Capital LLC, and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated
herein by reference.
● An Investment Management Trust Agreement, dated May 12, 2026, by and between the Company
and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein
by reference.
● A Registration Rights Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor
II, LLC, and IB Capital LLC, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
● An Administrative Services Agreement, dated May 12, 2026, by and between the Company and
Breeze Sponsor II, LLC, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
● A Private Placement Units Purchase Agreement, dated May 12, 2026, by and between the Company
and Breeze Sponsor II, LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
● Indemnity Agreements, each dated May 12, 2026, by and between the Company and each of the
officers and directors of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
Item 3.02.
Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO and the closing of the over-allotment
option, pursuant to a Private Placement Units Purchase Agreement, dated May 12, 2026, by and between the Company and Breeze Sponsor II,
LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference, the Company completed the private sale of
an aggregate of 470,000 units (the “Private Placement Units”) to Breeze Sponsor II,
LLC, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,700,000. The Private
Placement Units are identical to the Units sold in the IPO except that the Private Placement Units (i) are not transferable, assignable
or saleable until 30 days after the completion of the Company’s initial business combination and (ii) will be entitled to registration
rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was
made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
1
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2026, the effective
date of the Registration Statement, Charles M. Balch, Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed to the board
of directors of the Company. The board of directors has determined that the directors are independent directors within the meaning of
applicable SEC and Nasdaq rules. Effective upon their appointment, (i) Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed
to the board’s audit committee, with Rick Baldwin serving as chair of the audit committee;
(ii) Charles M. Balch, Rick Baldwin, and Michael J. Pine were appointed to the board’s compensation committee, with Michael J. Pine
serving as chair of the compensation committee; and (iii) Charles M. Balch, Michael J. Pine, and Anthony Przybyslawski were appointed
to the board’s nominating and corporate governance committee, with Anthony Przybyslawski
serving as chair of the nominating and corporate governance committee.
In connection with their appointments
to the board of directors, each director and the Company’s then-serving director, J. Douglas Ramsey, and the Company’s Vice
President and Corporate Controller, Richard Cabell, entered into indemnity agreements with the Company, a form of which is attached as
Exhibit 10.6 hereto.
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.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On May 13, 2026, the Company’s
Amended and Restated Memorandum and Articles of Association became effective. The Amended and Restated Memorandum and Articles of Association
is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.
Item 8.01. Other Events.
A total of $140,350,000 of the net proceeds from the IPO and the sale
of the Private Placement Units were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company,
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 income taxes and up to $100,000 in dissolution 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, (ii) the redemption of the Company’s
public shares if the Company is unable to complete its initial business combination within 12 months from the closing of the IPO, subject
to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote
to approve an amendment to the Company’s amended and restated 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 Company’s public shares if it has not consummated its initial business combination within 12 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 May 12, 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 May 14, 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.
On May 15, 2026, the Company issued a press release announcing the closing of the underwriters’ partial
exercise of the over-allotment option, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
2
EXHIBIT INDEX
Exhibit No.
Description
1.1
Underwriting Agreement, dated May 12, 2026, by and between the Company and IB Capital LLC, as representative of the several underwriters.
3.1
Amended and Restated Memorandum and Articles of Association
4.1
Rights Agreement, dated May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.
10.1
Letter Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC, IB Capital LLC, and each of the officers and directors of the Company.
10.2
Investment Management Trust Agreement, dated May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3
Registration Rights Agreement, dated May 12, 2026, by and among the Company and the Holders signatory thereto.
10.4
Administrative Services Agreement, dated May 12, 2026, by and between the Company and Breeze Sponsor II, LLC.
10.5
Private Placement Units Purchase Agreement, dated May 12, 2026, by and between the Company and Breeze Sponsor II, LLC.
10.6
Form of Indemnity Agreement, each dated May 12, 2026, by and between the Company and each of the officers and directors of the Company.
99.1
Press Release, dated May 12, 2026.
99.2
Press Release, dated May 14, 2026.
99.3
Press Release, dated May 15, 2026.
104
Cover Page Interactive Data File (embedded within the XBRL document)
3
SIGNATURE
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BREEZE ACQUISITION CORP. II
By:
/s/ J. Douglas Ramsey
J. Douglas Ramsey, Ph.D.
Chief Executive Officer
Dated: May 15, 2026
4
EX-1.1 — UNDERWRITING AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND IB CAPITAL LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS
EX-1.1
Filename: ea029076001ex1-1.htm · Sequence: 2
Exhibit 1.1
UNDERWRITING AGREEMENT
between
Breeze
ACQUISITION CORP. II
and
IB CAPITAL
LLC
as Representative of the Underwriters
Dated: May 12, 2026
UNDERWRITING AGREEMENT
New York, New York
May 12, 2026
IB Capital LLC
51 Kings Court St
PH, San Juan, PR 00911
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, Breeze Acquisition
Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with IB Capital LLC (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 the Representative is listed on such Schedule
A, any references to Underwriters shall refer exclusively to the Representative) 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 herein, 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 12,500,000 units (the “Firm Units”) of the Company, as set forth opposite
the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.875
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 (1) ordinary share (“Ordinary Share”), par value $0.0001 per share, of
the Company (the “Public Shares”), and one (1) right (the “Share Rights”) to receive one-fifth (1/5)
of one Ordinary Share upon consummation of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or
other similar business combination with one or more entities (the “Business Combination”). The Ordinary Shares and
Share Rights included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date
is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representative determines to allow
earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Public Shares and the Share Rights
included in the Firm Units trade separately until (i) the Company has filed with the 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 gross proceeds of the
Offering and the Unit 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 in Section 1.2.1) if such 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
will begin.
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 (1st) Business Day (as defined below) following the commencement of trading of the Units (as defined in
Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Allen
Overy Shearman Sterling US LLP, counsel to the Underwriters (“AOS”), 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 are 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: $125,312,500 of the proceeds received by the Company for the Firm Units and the sale of the Placement Units (as defined in Section
1.4.2) shall be deposited in the trust account (the “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 remaining proceeds received by the Company for the Firm Units
and the sale of the Placement Units (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 one (1) full Business Day prior to the Closing Date. If delivery is not made through
the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least two (2)
full Business Days 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. The Representative may, at its option, delegate one of the other Underwriters
(with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth
above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part
of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer
or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to
such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks in the City of New York are authorized or required by law to remain closed.
1.2 Over-Allotment Option.
1.2.1 Option Units. The
Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 1,875,000
units (the “Option Units”), the net proceeds of which will be deposited in the Trust Account, solely for the purposes
of covering any over-allotments, if any, in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical
in all respects to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters in the same proportion
as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears to the total number of
Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively
referred to as the “Units,” and the Units, the Ordinary Shares and the Share Rights included in the Units, and the
Ordinary Shares issuable pursuant to the Share Rights 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 same price per Firm Unit set forth in Section 1.1.1 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 forty-five (45) days after the effective date (“Effective Date”)
of the Registration Statement. 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 9.1 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 (5) 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 AOS 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.
2
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:
$9.875 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 certificates representing the Option Units to be delivered will be in such denominations and registered in
such names as the Representative request in writing not less than two (2) full Business Days prior to the Closing Date or the Option Closing
Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office
of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to such Closing Date. The Company
shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Representative for applicable Option Units.
1.3 Representative’s
Shares. As additional consideration, the Company hereby agrees to issue to the Representative (and/or its designees) on the Closing
Date 350,000 Ordinary Shares (the “Representative’s Shares”). The Representative agrees (i) to waive its redemption
rights with respect to such shares in connection with the completion of the initial Business Combination, (ii) to waive its rights to
liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its
initial Business Combination and (iii) to vote in favor of the initial Business Combination with respect to such shares if the Company
submits the initial Business Combination to the public shareholders for a vote. The Representative agrees by its acceptance of the Representative’s
Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days
following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer,
partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance
with FINRA Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative,
put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition
of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have
no right, interest or claim to any monies held in the Trust Account.
1.4 Private Placements.
1.4.1 Founder Shares.
On September 8, 2025 and October 21, 2025, the Company issued an aggregate of 4,791,667 and 259,009 ordinary shares, respectively (collectively,
the “Founder Shares”), par value $0.0001 per share (of which an aggregate of up to 658,784 Founder Shares are subject
to forfeiture if the over-allotment option is not exercised in full or in part by the Underwriters), of the Company in a private placement
exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), for a total subscription
price of $25,000 to Breeze Sponsor II, LLC, a Delaware limited liability company (“Sponsor”). 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 Sponsor until the earlier of (A) six (6)
months following the completion of the initial Business Combination and (B) the date following the completion of the Business Combination
on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the preceding sentence, the
Founder Shares may be sold, assigned or transferred by the Sponsor if (1) the closing price of the Ordinary Shares equals or exceeds $15.00
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 after the Business Combination or (2) if the Company consummates a transaction after its Business
Combination which results in Public Shareholders having the right to exchange their shares for cash, securities or other property. The
holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the
Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares 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 658,784 Founder Shares) such that the Founder Shares then outstanding will comprise 26%
of the issued and outstanding Public Shares after giving effect to the Offering and exercise, if any, of the Over-allotment Option (excluding
the Placement Securities as defined below).
3
1.4.2 Unit Private Placement.
Simultaneously with the Closing Date, the Sponsor will purchase from the Company, pursuant to the Purchase Agreement (as defined in Section
2.21.2 hereof), an aggregate of 447,500 private placement units (the “Placement Units”) (or up to 475,625 Placement
Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private
Shares”) and one (1) right to receive one-fifth (1/5) of an Ordinary Share upon consummation of a Business Combination (the
“Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject
to certain exceptions, at a purchase price of $10.00 per Placement Unit, 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 of the Placement Units to the Sponsor is referred to herein
as the “Unit Private Placement.” Certain proceeds from the sale of the Placement Units shall be deposited into the
Trust Account. None of the Placement Units, Private Shares or Private Rights (collectively, the “Placement Securities”)
may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after the consummation of the
initial Business Combination.
1.4.3 No underwriting discounts,
commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Units are identical
to the Units except that (i) none of the Placement Units (including their component units) will be transferable, assignable or salable
until thirty (30) days after the consummation of a Business Combination except to permitted transferees and (ii) the Placement Units will
be entitled to registration rights. 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 and the Unit Private Placement, it is intended that approximately $2,000,000 (whether the Over-allotment
Option is exercised in full or not) of the proceeds from the Offering and the Unit 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 (i) pay any taxes, other
than excise taxes, payable by the Company and (ii) pay up to $100,000 for dissolution expenses, all as more fully described in the Prospectus
(as defined in Section 2.1.1). Additionally, all permitted withdrawals can only be made from interest and not from the principal
held in the Trust Account.
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. 333-291575),
including any related preliminary prospectus (“Preliminary Prospectus”), including any prospectus that is included
in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the offer
and sale of the Public Securities 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 the purposes of this Agreement,
“Time of Sale,” as used in the Act, means 5:20 p.m. New York City time, on the date of this Agreement. Prior to the
Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on May 6, 2026, for
distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary
Prospectus”). Unless otherwise specified, any reference herein to the term “Registration Statement” shall
be deemed to include any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule
462(b) Registration Statement”). Other than a Rule 462(b) Registration Statement and the Form 8-A registration statement referred
to below in Section 2.1.2, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement
has been filed with the Commission. The offer and sale of all Public Securities have been registered under the Act pursuant to the 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 determine 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 the 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.
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2.1.2 Pursuant to the Exchange
Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-43280) providing for the registration
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Public Shares and the
Share Rights. The registration of the Units, Public Shares and Share Rights under the Exchange Act has been declared effective by the
Commission on the date hereof and the Units, the Public Shares, and the Share Rights 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.
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 contained and will contain all material statements that are required to be stated therein in accordance
with the Act and the Regulations, and did or 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 Representative 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 dealers’
concessions and reallowances contained in the section entitled “Underwriting,” the information with respect to short positions
and stabilizing transactions contained in 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”).
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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, 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, 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 the 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 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.
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2.4 Independent Registered
Public Accounting Firm. To the Company’s knowledge, CBIZ CPAs P.C. (“CBIZ”), 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, CBIZ is currently registered with the
PCAOB. CBIZ 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 as promulgated under the Exchange Act or Form S-1 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/or
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 Ordinary Shares or any security convertible into Ordinary Shares, or any contracts or
commitments to issue or sell 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 were 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 related 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.
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2.7.2 Securities Sold Pursuant
to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance
with this Agreement, will be validly issued, and the Ordinary Shares will be 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 Public 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
actions required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form
of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable
securities laws. The Public 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.
2.7.3 Placement Securities.
The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase
Agreements, will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such
holders; the Placement 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 Placement Securities has been duly and validly taken.
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 “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 rights 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 Services
Agreement (as defined in Section 2.21.4), the Registration Rights Agreement (as defined in Section 2.21.5), the Rights Agreement
(as defined in Section 2.23) and the Purchase Agreement (as defined in Section 2.21.2) and (collectively with this Agreement,
the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered
by the Company and other parties 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, as may be amended from time to time, of the Company
(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.
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 have a Material Adverse Effect (as defined
in Section 2.15). The Company is not (a) in violation of any term or provision of its Charter Documents or (b) 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 in the case of clause (b) above for any such
violation that would not have a Material Adverse Effect.
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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. The disclosures in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on the 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 the 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 the Offering or as otherwise described in the Registration Statement, the Sale
Preliminary Prospectus or the Prospectus, as applicable.
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 Global Market (“Nasdaq”)
and the rules and regulations promulgated by FINRA.
2.12.3 Jurisdiction and Designation.
The Company has the power to submit, and pursuant to Section 9.7 of this Agreement has, to the extent permitted by law, legally,
validly, effectively and irrevocably submitted, to the jurisdiction of any New York State or United States Federal court sitting in the
City of New York, Borough of Manhattan.
2.13 D&O Questionnaires.
To the Company’s knowledge, all information contained in the questionnaires (“Questionnaires”) completed by each
of the Company’s officers, directors and shareholders as of the date hereof (the “Insiders”) and provided to
the Representative and its counsel and the biographies of the Insiders and other persons contained in the Registration Statement, Sale
Preliminary Prospectus and the Prospectus (to the extent a biography is contained) 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
to become inaccurate, incorrect or incomplete.
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 has not been disclosed, that is required
to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or the Questionnaires.
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”).
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2.16 No Contemplation of
a Business Combination. As of the date of this Agreement, 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.
2.17 Transactions Requiring Disclosure to FINRA.
2.17.1 Finder’s Fees.
Except as disclosed in the Sale Preliminary Prospectus or the Prospectus, 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, any Insider
that may affect the Underwriters’ compensation, as defined by FINRA.
2.17.2 Payments Within 180
Days. Except with respect to the Representative in connection with the Offering, 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) to the Company’s knowledge, any “participating member,” as defined in FINRA Rule 5110(j)(15), (a “Participating
Member”), with respect to the Offering, within the 180-day period prior to the initial filing of the Registration Statement,
other than any 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, by any Participating Member.
2.17.3 FINRA Affiliation.
Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer, 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) has any direct or indirect
affiliation or association with any Participating Member (as defined in accordance with the rules and regulations of FINRA). The Company
will advise the Representative and AOS 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, to the Company’s knowledge, 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).
2.17.5 Loans. To the
Company’s knowledge, 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 in the Offering.
2.17.6 Proceeds of the Offering.
Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, no proceeds from the sale of the
Public Securities (excluding underwriting compensation) or the Placement Units, 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 in the Offering has a Conflict of Interest as defined
in FINRA Rule 5121(f)(5) with the Company.
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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, or under the laws of any non-U.S. jurisdiction, 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, and 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. 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. In the case of each of the foregoing, except where the failure to file or pay, as applicable, would
not 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.
2.19 Foreign Corrupt Practices Act; Anti-Money
Laundering; Patriot Act; OFAC; Cyber Security and Data Protection.
2.19.1 Foreign Corrupt Practices
Act. Neither the Company, the Sponsor, 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 (the “FCPA”), or the U.K. Bribery Act 2010 (the “Bribery Act”), each as may be amended,
or similar law of any other relevant jurisdiction, or rules or regulations thereunder, and the Company has instituted and maintains policies
and procedures to ensure compliance therewith. No part of the proceeds of the Offering will be used, directly or indirectly, in violation
of the FCPA or the Bribery Act or similar law of any other relevant jurisdiction, or rules or regulations thereunder.
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 money laundering statutes, laws, rules, regulations or guidelines, issued,
administered or enforced by any foreign or domestic governmental agency (collectively, the “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 Money Laundering Laws is pending or, to the Company’s knowledge, threatened.
2.19.3 Patriot Act. Neither
the Company, the Insiders, the Sponsor or any other person acting on behalf of the Company has violated the Bank Secrecy Act of 1970,
as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.19.4 OFAC. Neither
the Company, nor, to the knowledge of the Company, assuming reasonable inquiry, the Sponsor or any director, officer, agent, employee,
affiliate or other person associated with or acting on behalf of the Company is currently the subject of or the target of any sanctions
administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially
designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European
Union, His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”),
nor is the Company or the Sponsor located, organized or resident in a country or territory that is the subject or target of any Sanctions;
and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity, (i) to fund or facilitate any activities of or business with
any person that, at the time of such funding or facilitation, is the subject of any Sanctions, or is in any country or territory, that,
at the time of such funding, is the subject or target of any Sanctions, or (ii) in any other manner that will result in a violation by
any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise) of any Sanctions.
Since August 20, 2025, the Company has not knowingly engaged in, and is not now knowingly engaged in, and will not knowingly engage in
any dealings or transactions with any individual or entity that, at the time of such dealing or transaction, is or was the subject or
target of Sanctions or with or in any country or territory that is or was the target or the subject of Sanctions.
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2.19.5 Cyber Security and
Data Protection. The Company’s information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all
material respects as required in connection with the operation of the business of the Company as currently conducted, free and clear of
all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained
commercially reasonable controls, policies, procedures, and safeguards (including backup and disaster recovery technology) to maintain
and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and
data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”))
used in connection with its business, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same,
except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents
under internal review or investigations relating to the same. The Company is presently in material compliance with all applicable laws
or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal
policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such
IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance
would not, individually or in the aggregate, have a Material Adverse Effect.
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 AOS 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.
Each of the Insiders has executed and delivered a letter agreement, 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 agree to certain matters.
2.21.2 Sponsor Purchase Agreement.
The Company and the Sponsor have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as
an exhibit to the Registration Statement (the “Purchase Agreement”), pursuant to which the Sponsor will, among other
things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the
Placement Units to be sold to the Sponsor as provided in the Sponsor Purchase Agreement. Pursuant to the Insider Letter, the Sponsor has
waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the
Placement Units. Certain proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance
with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor Purchase Agreement.
2.21.4 Administrative Services.
The Company and an affiliate of the Sponsor have entered into an agreement (“Services Agreement”) substantially in
the form annexed as an exhibit to the Registration Statement, pursuant to which an affiliate of the Sponsor will make available to the
Company office space, utilities, and secretarial and administrative support for $5,000 per month, until the closing of the Business Combination
and the Company will reimburse the affiliate of the Sponsor for any reasonable and documented out-of-pocket expenses related to identifying,
investigating and completing a Business Combination.
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2.21.5 Registration Rights
Agreement. The Company, the Sponsor and the Representative have entered into a Registration Rights Agreement (“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.
2.21.6 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 substantially in the form 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 (1) December 31, 2026, or (2) the closing of the Offering.
2.22 Investment Management
Trust Agreement. The Company has entered into the Investment Management Trust Agreement (the “Trust Agreement”)
with respect to certain proceeds of the Offering and the Unit Private Placement substantially in the form annexed as an exhibit to the
Registration Statement.
2.23 Rights Agreement.
The Company has entered into a share rights agreement with respect to the Share Rights, Private Rights and any other rights that may be
issued by the Company with the rights agent substantially in the form filed as an exhibit to the Registration Statement (the “Rights
Agreement”).
2.24 No Existing Non-Competition
Agreements. To the Company’s knowledge, 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 and/or director 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 the 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.
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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
(“Sarbanes-Oxley”), 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 The Nasdaq Global
Market. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory
distribution, on the Nasdaq Global Market (“Nasdaq”) and the Company knows of no reason or set of facts that is likely
to adversely affect such authorization. There is and has been no failure on the part of the Company or, to the knowledge of the Company,
no failure on the part of any executive officer or director of the Company, in their capacities as such, to comply with (as and when applicable),
and immediately following the Effective Date, the Company will be in compliance with, the applicable requirements of Nasdaq.
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 Sarbanes-Oxley 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 Sarbanes-Oxley and the
rules promulgated thereunder and the rules of Nasdaq, subject to the permitted phase-in requirements under 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 Underwriters
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 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(a) of Regulation D 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.
2.37 No Fee Arrangements.
As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to which the Company will be obligated
to pay any Insider or an affiliate of any Insider a consulting, finder or success fees for assisting the Company in consummating a Business
Combination.
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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 Underwriters, 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 Underwriters) 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 Ordinary Shares (and Share Rights prior to consummation of the
Business Combination) under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of
five (5) years from the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier. The Company will
not deregister the Ordinary Shares (and Share Rights prior to consummation of the Business Combination) under the Exchange Act (except
in connection with a going private transaction after the completion of a Business Combination) without the prior written consent of the
Representative.
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 use its best efforts to 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 Sarbanes-Oxley 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 Underwriters.
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 and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective,
deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits, and all post-effective
amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually executed consents
of certified experts.
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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 immediately 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, during the period described in
this section, 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 the 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.
In the event the Company seeks to consummate a Business Combination with any entity that is affiliated with any Insider, the Company,
or a committee of its independent directors, shall obtain an opinion from an independent investment banking firm that is a member of FINRA
or from an independent accounting firm that the Business Combination is fair to the Company from a financial point of view.
3.6.2 Compensation to Insiders.
Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, the Company shall not pay any of
the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in
connection with, the consummation of a Business Combination.
3.7 Reserved.
3.8 Reports to the Representative.
For a period of five (5) years from the Effective Date or until such earlier time upon which the Company 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 their 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 Underwriters (i) a copy of each periodic report the Company shall be required
to file 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 (2) 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 its counsel in connection with the Representative’s
receipt of such information. Documents filed or furnished with the Commission pursuant to its EDGAR system shall be deemed to have been
delivered to the Representative pursuant to this Section 3.8.
3.9 Transfer Agent.
For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain a transfer agent acceptable to the Representative. Continental is acceptable to the Representative. Until the
consummation of the Business Combination or until such earlier time upon which the Company is required to be liquidated, the Company shall
retain a rights agent.
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3.10 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 the 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 Sale Preliminary 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 thereof or supplements thereto supplied to the Underwriters in quantities
as may be required by the Underwriters; (iii) the preparation, printing, engraving, issuance and delivery of the Units, the Ordinary Shares
and the Share Rights included in the Units, including any transfer or other taxes payable thereon; (iv) filing fees incurred in registering
the Offering with FINRA: (v) the fees of counsel of the Underwriters; (vi) fees, costs and expenses incurred in listing the Securities
on the Nasdaq Global Market or such other stock exchanges as the Company and the Underwriters together determine; (vii) all fees and disbursements
of the transfer and rights agent; (viii) all of the Company’s expenses 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, all travel, food and lodging expenses associated with such
trips incurred by the Company or such management and all background checks; and (ix) all other documented out-of-pocket 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 3.10, provided, however, that all such costs and expenses pursuant to this Section 3.10 and otherwise
which are incurred by the Underwriters shall not exceed $150,000 in the aggregate (including any advances or company payments for such
expenses), plus additional amounts for the cost of background searches in an amount up to $29,828.62. 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 the Closing Date) to be paid by the Company
to the Representative and others.
3.11 Application of Net
Proceeds. The Company will apply the net proceeds from the Offering and the Unit Private Placement received by it in a manner consistent
with the application described under the caption “Use of Proceeds” in the Prospectus.
3.12 Delivery of Earnings
Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable an earnings
statement (which need not be certified by an independent registered public accounting firm 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 (12) consecutive
months beginning after the Effective Date.
3.13 Notice to FINRA.
3.13.1 Notice to the Representative.
For a period of sixty (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, as
such term is defined in FINRA Rule 5110. 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.
3.13.2 FINRA. The Company
shall advise the Representative if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or associated person
of a Participating Member.
3.13.3 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.
3.14 Stabilization.
Neither the Company, nor to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken, and the Company will not take, and has directed its employees, directors or shareholders to not take, directly or indirectly,
any action without the consent of the Representative that is 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.
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3.15 Existing Lock-Up Agreement.
The Company will use its best efforts to enforce all existing agreements between the Company and any of its security holders that prohibit
the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition, the Company
will direct the Company’s transfer agent to place stop transfer restrictions upon any such Securities of the Company that are bound
by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.
3.16 Review of Financial
Statements. Until the earlier of five years from the Effective Date or until the liquidation of the Trust Account if the Business
Combination is not consummated within the twelve (12) month completion window, as such window may be extended by shareholder vote
or votes to amend the Company’s amended and restated memorandum and articles of association, the Company, at its expense, shall
cause its regularly engaged independent certified public accountants to review (but not audit) the Company’s financial statements
for each of the first three fiscal quarters prior to the announcement of quarterly financial information and the filing of the Company’s
Form 10-Q quarterly report.
3.17 Internal Controls.
To the extent required by the Exchange Act, 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.
3.18 Accounting Firm.
Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company
is required to be liquidated, the Company shall retain CBIZ or another independent registered public accounting firm.
3.19 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 Unit Private Placement. Within four (4) 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. Promptly after the
Option Closing Date, if the Over-allotment Option is exercised after the Closing Date and to the extent not reflected in the Current Report
on Form 8-K referenced in the immediately preceding sentence, the Company shall file with the Commission a Current Report on Form 8-K
or an amendment to the Form 8-K to provide updated financial information to reflect the exercise of such option.
3.20 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 effected, except where the failure to do so would not have a Material Adverse Effect.
3.21 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.
3.22 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 in accordance with the procedures set forth therein.
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3.23 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 withheld, delayed or conditioned), for a period of twenty-five (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 (not to
be unreasonably withheld, delayed or conditioned).
3.24 Insurance. Until
the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company
is required to be liquidated, 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 the Offering, including,
without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities
laws).
3.25 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 (2) 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).
3.26 Unit Private Placement
Proceeds. On or prior to the Closing Date or Option Closing Date, as applicable, the Company shall have caused the applicable proceeds
from the Unit Private Placement to be deposited in the Trust Account pursuant to the terms of the Purchase Agreement.
3.27 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.
3.28 Amendments to Certain
Agreements. The Company shall not amend, modify or otherwise change the Rights Agreement, Registration Rights Agreement, Unit Private
Placement Agreement, Services Agreement, Insider Letter or the Trust Agreement without the prior written consent of the Representative,
which such consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The Trust Agreement shall provide
that Continental, as the trustee of the Trust Account (in this context, 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.
3.29 Maintenance of Listing
on Nasdaq. 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.
3.30 Reservation of Shares.
The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable (i) pursuant
to the Share Rights and the Placement Securities (as well as any other rights that may be issued and covered by the Rights Agreement)
and (ii) upon conversion of the Founder Shares.
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3.31 Notice of Disqualification
Events. The Company will notify the Underwriters 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.
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 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 5:00 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, and, at each of the Closing Date and each Option
Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for the
purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission
for additional information shall have been complied with to the reasonable satisfaction of the Representative and AOS.
4.1.2 FINRA Clearance.
By the Effective Date, the Underwriters shall have received clearance from FINRA as to the terms and arrangement and amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No Blue Sky Stop Orders.
No order suspending the sale of the Units in any jurisdiction designated by the Underwriters pursuant to Section 3.5 hereof shall
have been issued on each of the Closing Date or any Option Closing Date, and no proceedings for that purpose shall have been instituted
or, to the Company’s knowledge, shall be contemplated.
4.1.4 No Commission Stop
Order. At the Closing Date and 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.
4.1.5 Approval of Listing
on Nasdaq. The Securities shall have been approved for listing on the Nasdaq Global Market, subject to official notice of issuance
and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2 Company Counsel Matters.
4.2.1 Closing Date and Option
Closing Date Opinions of Counsels. On the Closing Date and each Option Closing Date, if any, the Representative shall have received
(a) the favorable opinions and negative assurance statements of ArentFox Schiff LLP and Ogier (Cayman) LLP, dated the Closing Date or
each 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 AOS and (b) the favorable opinion and negative assurance statement of
AOS, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance
reasonably satisfactory to the Representative.
4.2.2 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.
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 representatives 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 CBIZ 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
an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable Regulations
and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus,
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;
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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 which included a reading of the latest available unaudited interim financial statements of the Company (with an indication
of the date of the latest available unaudited interim financial statements), 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, nothing has come to their attention that
would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements
of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that
of the audited financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus;
or (b) at a date not later than five (5) days prior to the Effective Date, 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 most recent 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 or, if there was any decrease, setting forth the amount of such decrease; and (c) during the period from the most recent balance
sheet included in the Registration Statement to a specified date not later than five (5) days prior to the Effective Date, Closing Date
or any Option Closing Date, as the case may be, there was any decrease in revenues, net earnings or net earnings per Ordinary Share, in
each case as compared with the corresponding period in the preceding year and as compare with the corresponding period in the preceding
quarter, other than as set forth in or contemplated by the Registration Statement the Sale Preliminary prospectus, and the Prospectus,
or, if there was any such decrease, setting forth the amount of such decrease;
4.3.4 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
4.3.5 Statements as to such
other matters incident to the transaction contemplated hereby as the Representative or AOS may reasonably request.
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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 or the Chief Executive Officer and the Chief Financial Officer, 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 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 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 Secretary’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 Secretary or Assistant Secretary, and the Chief Executive Officer of the Company, or any similar or equivalent officer of the Company,
dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Charter 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 public offering contemplated by this Agreement 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) as 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 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 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
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 the 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.
4.7 Unit Private Placement.
On the Closing Date, the Unit Private Placement shall have been completed in accordance with Section 3.26.
4.8 Good Standing.
The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing Date or the Option Closing Date, as the
case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization in writing or any standard
form of telecommunication from the appropriate governmental authorities of such jurisdiction.
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5. Indemnification and Contribution.
5.1 Indemnification.
5.1.1 Indemnification of
the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners,
members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Person”) as follows:
a. against any and all loss,
liability, claim, damage and reasonably incurred and documented out of pocket expense whatsoever, as reasonably incurred, joint or several,
arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact made
in any “road show” as defined in Section 433(h) of the Act (any “road show”) or included in any Preliminary Prospectus,
Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing),
or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or arising out of any untrue statement or alleged untrue statement of a material
fact made in any “road show” or included in any Preliminary Prospectus, any Testing-the-Waters Communication or any prospectus
(or any amendment or supplement to the foregoing), in each case used in connection with the Business Combination, or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
b. against any and all loss,
liability, claim, damage and reasonably incurred and documented out of pocket expense whatsoever, as reasonably incurred, joint or several,
to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental authority,
commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement
or omission; provided that (subject to Section 5.1.4) any such settlement is effected with the written consent of the Company,
which consent shall not unreasonably be delayed, conditioned or withheld;
c. against any and all claims,
actions, suits, proceedings, damages, liabilities and expenses reasonably incurred by any of them (including the reasonable and documented
fees and expenses of counsel), as incurred, that are related to or arise out of any business combination marketing or capital markets
advisory activities by any Underwriter on the Company’s behalf in connection with a Business Combination, provided that the Company
will not, however, be responsible to an Indemnified Person for any portion of any such claim, action, suit, proceeding, damage, liability
or expense that is finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from the bad faith, gross negligence or willful misconduct of the Indemnified Person seeking such indemnification;
and
d. against any and all reasonably
incurred and documented out of pocket expense whatsoever (including the fees and disbursements of counsel), as reasonably incurred and
documented in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental authority,
commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement
or omission (whether or not a party), to the extent that any such expense is not paid under (a), (b) or (c) above;
provided, however, that the foregoing agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the
Underwriters’ Information).
5.1.2 Indemnification of
the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company,
and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and
expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in any “road show,” the Registration Statement, any Preliminary Prospectus,
the Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing),
solely in reliance upon and in conformity with the Underwriters’ Information.
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5.1.3 Notifications and Other
Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will, promptly
after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying
party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing a copy
of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability
that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to any
indemnified party under the foregoing provisions of this Section 5.1 unless, and only to the extent that, such omission results
in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party
and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent
that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action
from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel
reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election
to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided
below and except for the reasonable and documented out-of-pocket costs of investigation subsequently incurred by the indemnified party
in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel will be at the expense of such indemnified party unless (A) the employment of counsel by the
indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded (based
on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition
to those available to the indemnifying party, (C) a conflict or potential conflict exists (based on advice of counsel to the indemnified
party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct
the defense of such action on behalf of the indemnified party), or (D) the indemnifying party has not in fact employed counsel to assume
the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving
notice of the commencement of the action; in each of which cases the reasonable and documented fees, disbursements and other charges of
counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not,
in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees, disbursements
and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all
such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly
as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without
its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or
consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by
this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes
an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party,
from all liability arising out of such litigation, investigation, proceeding or claim 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.
5.1.4 Settlement Without
Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for reasonable and documented fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement
of the nature contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than forty-five
(45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall
not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
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5.2 Contribution. In
order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the
Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages
(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate
to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits
received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total
net proceeds from the sale of the Public Securities (before deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters (before deducting expenses) from the sale of the Units on behalf of the Company.
If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution
shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but
also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions
that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable
considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions
pursuant to this Section 5.2 were to be determined by pro rata allocation or by any other method of allocation that does not take
into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss,
claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall be deemed to include,
for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing
provisions of Section 5.1 and this Section 5.2, each Underwriter shall not be required to contribute any amount in excess
of the commissions actually received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning of the Act, any affiliates
of the respective Underwriters and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates,
will have the same rights to contribution as that party, and each director of the Company and each officer of the Company who signed the
Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party
entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim
for contribution may be made under this Section 5.2, will notify any such party or parties from whom contribution may be sought,
but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it
or they may have under this Section 5.2 except to the extent that the failure to so notify such other party materially prejudiced
the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the
last sentence of Section 5.1.3, no party will be liable for contribution with respect to any action or claim settled without its
written consent if such consent is required pursuant to Section 5.1.3.
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 or the
Option Units, if the Over-allotment Option is exercised hereunder, 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 or the Option Units that all Underwriters have agreed to purchase
hereunder, then such Firm Units or Option 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 or Option
Units, the Representative may, in its discretion, arrange for itself or for another party or parties satisfactory to the Company to purchase
such Firm Units or Option Units to which such default relates on the terms contained herein. If within one (1) Business Day after such
default relating to more than 10% of the Firm Units or Option Units the Representative does not arrange for the purchase of such Firm
Units or Option Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another
party or parties satisfactory to the Representative to purchase said Firm Units or Option Units on such terms. In the event that neither
the Representative nor the Company arrange for the purchase of the Firm Units or Option 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, however, that if such defaults occurs with respect to the Option Units, this Agreement will not terminate as
to the Firm Units; and provided further 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.
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6.3 Postponement of Closing
Date. In the event that the Firm Units or Option 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 (5) Business Days, in order to effect whatever changes may thereby
be made necessary in the Registration Statement and/or 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/or 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 Ordinary Shares
or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company that participate
in any manner in the Trust Account or that vote as a class with the 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 prior to obtaining the services of any vendor to have such Target Business and/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 $125,312,500 (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
Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders in the event they elect to
redeem Public Shares in connection with a shareholder vote to amend the Charter Documents to modify the substance and timing of the Company’s
obligation to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the completion
window, (iii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in
the Charter Documents, or (iv) to the Company after or concurrently with the consummation of a Business Combination; and (b) for and in
consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it
or (ii) 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
amendments to, or waivers of, such Insider Letter without the prior written consent of the Representative, which consent shall not be
unreasonably withheld.
7.4 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.
7.5 Tender Offer Documents,
Proxy Materials and Other Information. The Company shall provide to the Representative or AOS (if so instructed by the Representative)
with ten (10) copies of all tender offer documents or proxy information and all related material filed with the Commission in connection
with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant to its EDGAR
system shall be deemed to have been provided to the Representative pursuant to this Section 7.5. In addition, the Company shall
furnish any other state in which its initial public offering was registered, such information as may be requested by such state.
26
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 balance in the
Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes
payable on income earned on the Trust Account). 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.
7.8 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 (i) the expiration of any applicable statute of limitations and (ii)
the seventh (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.
7.9 Charter Documents.
The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of any of its
Charter Documents.
7.10 Trust Account Balance.
On the Closing Date, the Company shall have furnished to the Representative confirmation reasonably acceptable to the Representative to
the effect of evidencing that $125,312,500 shall have been deposited in the Trust Account.
8. Effective Date of This Agreement and Termination
Thereof.
8.1 Effective Date.
This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
8.2 Termination. The
Representative shall have the right to terminate this Agreement at any time prior to the Closing Date by notice given to the Company,
(i) if 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; or (ii) if trading on the New York Stock
Exchange (“NYSE”), the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, or The Nasdaq Capital
Market or quotation on the OTCBB 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; or (iii) if the United States shall have become involved
in a new war or a significant increase in existing major hostilities; or (iv) if a banking moratorium has been declared by a New York
State or Federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the
United States securities market; or (vi) if 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 opinion, make it inadvisable
to proceed with the delivery of the Units; or (vii) if the Company is in material breach of any of its representations, warranties or
covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in
the conditions of the Company, or such adverse material change in general market conditions, including without limitation, as a result
of terrorist activities or any 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 after the date hereof, or a significant increase in any of the foregoing,
as in the Representative’s 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.
27
8.3 Expenses. In the
event that this Agreement shall not be carried out for any reason other than solely because of the termination of this Agreement or pursuant
to Section 6 hereof, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations
of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3.10
hereof and (ii) the Company shall reimburse the Representative for any documented out-of-pocket costs and expenses incurred in connection
with enforcing any provisions of this Agreement.
8.4 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.
9. Miscellaneous.
9.1 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 or electronic transmission (with printed confirmation of receipt) and confirmed and shall be deemed
given when so emailed, delivered or faxed or if mailed, two days after such mailing.
If to the Representative:
IB Capital LLC
51 Kings Court St
PH, San Juan, PR 00911
Attn: Matthew McCloskey
Email: matt.mccloskey@ibsgroup.net
Copy (which copy shall not constitute notice)
to:
Allen Overy Shearman Sterling US LLP
800 Capitol Street, Suite 2200
Houston, Texas 77002
Attn: William B. Nelson, Esq. and Taylor E. Landry,
Esq.
Email: bill.nelson@aoshearman.com and taylor.landry@aoshearman.com
If to the Company:
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy.
Suite 100-929
Irving, Texas 75039
Attn: J. Douglas Ramsey, Ph.D.
Email: doug@breezeacquisition.com
28
Copy (which copy shall not constitute notice)
to:
ArentFox Schiff LLP
1717 K Street NW
Washington, D.C. 20006
Attn: Cavas S. Pavri, Esq. and Jeffrey J. Kennedy,
Esq.
Email: cavas.pavri@afslaw.com and jeffrey.kennedy@afslaw.com
9.2 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.
9.3 Amendment. This
Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4 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.
9.5 Binding Effect.
This Agreement shall inure solely to the benefit of and shall be binding upon the Underwriters, any 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 any of the Underwriters.
9.6 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.
9.7 Submission to Jurisdiction.
Each of the Company and the Representative irrevocably submit to the non-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 they 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 9.1 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 parties 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 and/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.
29
9.8 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.
9.9 Execution in Counterparts;
Electronic Signatures. 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, electronic mail (including pdf or any electronic signature
complying with U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method
and any counterpart so delivered will be deemed to have been duly and validly delivered and valid and effective for all purposes.
9.10 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.
9.11 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 the Offering,
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]
30
If the foregoing correctly sets forth the understanding between the
Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute
a binding agreement between us.
BREEZE ACQUISITION CORP. II
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Chief Executive Officer
Accepted on the date first above written.
IB Capital
llc
as Representative of the several Underwriters
By:
/s/ Dan Thayer
Name:
Dan Thayer
Title:
Principal
[Signature Page to Underwriting Agreement]
SCHEDULE A
Breeze Acquisition Corp. II
12,500,000 Units
Underwriters
Number of
Firm Units
to be
Purchased
IB Capital LLC
8,050,000
I-Bankers Securities, Inc.
4,400,000
Lucid Capital Markets
50,000
Total
12,500,000
SCHEDULE B
Breeze Acquisition Corp. II
Written Communications
None.
EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
EX-3.1
Filename: ea029076001ex3-1.htm · Sequence: 3
Exhibit 3.1
Companies
Act (Revised)
Company
Limited by Shares
Breeze
Acquisition Corp. II
AMENDED
AND RESTATED
memorandum
of association
(Adopted by special resolution
passed on 11 May 2026 and with
effect from 12 May 2026)
Companies
Act (Revised)
Company
Limited by Shares
Amended
and Restated Memorandum of Association
of
Breeze
Acquisition Corp. II
(Adopted by special resolution passed
on 11 May 2026 and with effect from 12 May 2026)
1 The name of the
Company is Breeze Acquisition Corp. II.
2 The Company’s
registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana
Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the Directors
may at any time decide.
3 The Company’s
objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has
full power and authority to carry out any object not prohibited by any law of the Cayman Islands.
4 The Company has
unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of
the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural
person of full capacity irrespective of any question of corporate benefit.
5 Nothing in any
of the preceding paragraphs permits the Company to carry on any of the following businesses without being
duly licensed, namely:
(a) the
business of a bank or trust company without being licensed in that behalf under the Banks
and Trust Companies Act (Revised); or
(b) insurance
business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent
or broker without being licensed in that behalf under the Insurance Act (Revised); or
(c) the
business of company management without being licensed in that behalf under the Companies
Management Act (Revised).
6 Unless licensed
to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation except
in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect
and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary
for the carrying on of its business outside the Cayman Islands.
7 The Company is
a company limited by shares and accordingly the liability of each member is limited to the amount (if
any) unpaid on that member’s shares.
8 The share capital
of the Company is USD12,625 divided into 125,000,000 Ordinary Shares of par value USD0.0001 each and 1,250,000
preference shares of par value USD0.0001 each. Subject to the Companies Act (Revised) and the Company’s
articles of association, the Company has power to do any one or more of the following:
(a) to
redeem or repurchase any of its shares;
(b) to
increase or reduce its capital;
(c) to
issue any part of its capital (whether original, redeemed, increased or reduced):
(i) with
or without any preferential, deferred, qualified or special rights, privileges or conditions;
or
(ii) subject
to any limitations or restrictions
and
unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise)
is subject to this power; or
(d) to
alter any of those rights, privileges, conditions, limitations or restrictions.
9 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.
Companies
Act (Revised)
Company
Limited by Shares
Breeze
Acquisition Corp. II
amended
and restated
ARTICLES
of association
(Adopted by special resolution
passed on 11 May 2026 and with
effect from 12 May 2026)
CONTENTS
1
Definitions, interpretation
and exclusion of Table A
1
Definitions
1
Interpretation
5
Exclusion of Table
A Articles
6
2
Shares
6
Power to issue
Shares and options, with or without special rights
6
Power to issue fractions of a Share
8
Power to pay commissions and brokerage fees
8
Trusts not recognised
8
Rights of Preference Shares
8
Power to vary
class rights
9
Effect of new
Share issue on existing class rights
10
Capital contributions
without issue of further Shares
10
No bearer Shares
or warrants
11
Treasury Shares
11
Rights attaching
to Treasury Shares and related matters
11
3
Register of Members
11
4
Share certificates
12
Issue of share
certificates
12
Renewal of lost
or damaged share certificates
12
5
Lien on Shares
13
Nature and scope
of lien
13
Company may sell
Shares to satisfy lien
13
Authority to execute
instrument of transfer
14
Consequences of
sale of Shares to satisfy lien
14
Application of
proceeds of sale
14
6
Calls on Shares and forfeiture
14
Power to make
calls and effect of calls
14
Time when call
made
15
Liability of joint
holders
15
Interest on unpaid
calls
15
Deemed calls
15
Power to accept
early payment
15
Power to make
different arrangements at time of issue of Shares
16
Notice of default
16
Forfeiture or
surrender of Shares
16
Disposal of forfeited
or surrendered Share and power to cancel forfeiture or surrender
16
Effect of forfeiture
or surrender on former Member
17
Evidence of forfeiture
or surrender
17
Sale of forfeited
or surrendered Shares
17
7
Transfer of Shares
18
Form of transfer
18
Power to refuse
registration
18
i
Power to suspend
registration
18
Company may retain
instrument of transfer
18
8
Transmission of
Shares
18
Persons entitled
on death of a Member
18
Registration of
transfer of a Share following death or bankruptcy
19
Indemnity
19
Rights of person
entitled to a Share following death or bankruptcy
19
9
Alteration of capital
19
Increasing, consolidating,
converting, dividing and cancelling share capital
19
Dealing with fractions
resulting from consolidation of Shares
20
Reducing share
capital
20
10
Redemption and purchase of
own Shares
20
Power to issue
redeemable Shares and to purchase own Shares
20
Power to pay for
redemption or purchase in cash or in specie
21
Effect of redemption
or purchase of a Share
21
11
Meetings of Members
22
Power to call
meetings
22
Content of notice
23
Period of notice
24
Persons entitled
to receive notice
24
Publication of
notice on a website
24
Time a website
notice is deemed to be given
25
Required duration
of publication on a website
25
Accidental omission
to give notice or non-receipt of notice
25
12
Proceedings at meetings of
Members
25
Quorum
25
Lack of quorum
25
Chairman
26
Right of a Director
to attend and speak
26
Use of technology
& accommodation of Members at Virtual Meeting
26
Adjournment, postponement
and cancellation
26
Method of voting
27
Outcome of vote
by show of hands
27
Withdrawal of
demand for a poll
27
Taking of a poll
27
Chairman’s casting
vote
28
Amendments to
resolutions
28
Written resolutions
28
Sole-member company
29
13
Voting rights of Members
29
Right to vote
29
Rights of joint
holders
30
Representation
of corporate Members
30
ii
Member with mental
disorder
30
Objections to
admissibility of votes
31
Form of proxy
31
How and when proxy
is to be delivered
31
Voting by proxy
32
14
Number of Directors
32
15
Appointment, disqualification
and removal of Directors
33
No age limit
33
Corporate Directors
33
No shareholding
qualification
33
Appointment and
removal of Directors
33
Resignation of
Directors
35
Termination of
the office of Director
35
16
Alternate Directors
35
Appointment and
removal
35
Notices
37
Rights of alternate
director
37
Appointment ceases
when the appointor ceases to be a Director
37
Status of alternate
director
37
Status of the
Director making the appointment
37
17
Powers of Directors
38
Powers of Directors
38
Appointments to
office
38
Remuneration
39
Disclosure of
information
39
18
Delegation of powers
39
Power to delegate
any of the Directors’ powers to a committee
39
Power to appoint
an agent of the Company
40
Power to appoint
an attorney or authorised signatory of the Company
40
Power to appoint
a proxy
40
19
Meetings of Directors
41
Regulation of
Directors’ meetings
41
Calling meetings
41
Notice of meetings
41
Period of notice
41
Use of technology
41
Place of meetings
41
Quorum
41
Voting
41
Validity
42
Recording of dissent
42
Written resolutions
42
Sole director’s
minute
42
iii
20
Permissible Directors’
interests and disclosure
42
Permissible interests
subject to disclosure
42
Notification of
interests
43
Voting where a
director is interested in a matter
43
21
Minutes
44
22
Accounts and audit
44
Accounting and
other records
44
No automatic right
of inspection
44
Sending of accounts
and reports
44
Time of receipt
if documents are published on a website
45
Validity despite
accidental error in publication on website
45
23
Financial year
46
24
Record dates
46
25
Dividends
46
Declaration of
dividends by Members
46
Payment of interim
dividends and declaration of final dividends by Directors
47
Apportionment
of dividends
47
Right of set off
48
Power to pay other
than in cash
48
How payments may
be made
48
Dividends or other
moneys not to bear interest in absence of special rights
49
Dividends unable
to be paid or unclaimed
49
26
Capitalisation of profits
49
Capitalisation
of profits or of any share premium account or capital redemption reserve
49
Applying an amount
for the benefit of members
49
27
Share premium account
50
Directors to maintain
share premium account
50
Debits to share
premium account
50
28
Seal
50
Company seal
50
Duplicate seal
50
When and how seal
is to be used
50
If no seal is
adopted or used
51
Power to allow
non-manual signatures and facsimile printing of seal
51
Validity of execution
51
29
Indemnity
51
Indemnity
51
Release
52
Insurance
52
Form of notices
53
iv
Electronic communications
53
Persons authorised
to give notices
53
Delivery of written
notices
53
Joint holders
53
Signatures
54
Evidence of transmission
54
Giving notice
to a deceased or bankrupt Member
54
Date of giving
notices
54
Saving provision
55
30
Authentication
of Electronic Records
55
Application of
Articles
55
Authentication
of documents sent by Members by Electronic means
55
Authentication
of document sent by the Secretary or Officers of the Company by Electronic means
55
Manner of signing
56
Saving provision
56
31
Transfer by way of continuation
56
32
Winding up
57
Distribution of
assets in specie
57
No obligation
to accept liability
57
The Directors
are authorised to present a winding up petition
57
33
Amendment of Memorandum and
Articles
57
Power to change
name or amend Memorandum
57
Power to amend
these Articles
58
34
Mergers and Consolidations
58
35
Business Combination
58
36
Certain Tax Filings
61
37
Business Opportunities
61
38
Exclusive Jurisdiction and
Forum
62
v
Companies
Act (Revised)
Company
Limited by Shares
Amended
and Restated Articles of Association
of
Breeze
Acquisition Corp. II
(Adopted by special resolution passed
on 11 May 2026 and with effect from 12 May 2026)
1 Definitions,
interpretation and exclusion of Table A
Definitions
1.1 In these Articles,
the following definitions apply:
Act
means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being
in force.
Amendment
has the meaning ascribed to it in Article 35.11.
Amendment
Redemption Event has the meaning ascribed to it in Article 35.11.
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.
Approved
Amendment has the meaning ascribed to it in Article 35.11.
Articles
means, as appropriate:
(a) these
articles of association as amended from time to time: or
(b) two
or more particular articles of these Articles;
and
Article refers to a particular article of these Articles.
Audit
Committee means the audit committee of the Company formed pursuant to Article 22.8 hereof, or any successor audit committee.
Auditor
means the person for the time being performing the duties of auditor of the Company.
Automatic
Redemption Event shall have the meaning given to it in Article 35.2.
Board
means the board of Directors from time to time.
Business
Combination shall mean the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset
or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with a Target
Business at Fair Value.
1
Business
Day means a day other than (a) a day on which banking institutions or trust companies are authorised or obligated by law to close
in New York City or Cayman Islands, (b) a Saturday or (c) a Sunday.
Cayman
Islands means the British Overseas Territory of the Cayman Islands.
Clear
Days, in relation to a period of notice, means that period excluding:
(a) the
day when the notice is given or deemed to be given; and
(b) the
day for which it is given or on which it is to take effect.
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.
Company
means the above-named company.
Default
Rate means 10% (ten per cent) per annum.
Designated
Stock Exchange means Nasdaq Global Market or any other national securities exchange on which the Shares are listed for trading.
Directors
means the directors for the time being of the Company and the expression Director shall be construed accordingly.
Electronic
has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Electronic
Communication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing
and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which
all persons participating in a meeting are capable of hearing and being heard by each other.
Electronic
Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Electronic
Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Equity-Linked
Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Ordinary Shares issued in a
financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
2
Exchange
Act means the United States Securities Exchange Act of 1934, as amended.
Fair
Value shall mean a value at least equal to 80% of the balance in the Trust Account (excluding any taxes payable on the Trust Account
balance) at the time of the execution of a definitive agreement for a Business Combination.
Fully
Paid and Paid Up:
(a) in
relation to a Share with par value, means that the par value for that Share and any premium
payable in respect of the issue of that Share, has been fully paid or credited as paid in
money or money’s worth;
(b) in
relation to a Share without par value, means that the agreed issue price for that Share has
been fully paid or credited as paid in money or money’s worth.
Independent
Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange
as determined by the Directors.
Initial
Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold Shares prior to
the IPO.
IPO
means the initial public offering of securities of the Company.
Member
means any person or persons entered on the Register of Members from time to time as the holder of a Share.
Memorandum
means the memorandum of association of the Company as amended from time to time.
Officer
means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.
Ordinary
Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast
by, or on behalf of, the Members who (being entitled to do so) vote in person or by proxy or, in the case of a corporation, by their
duly authorised representatives, at that meeting. The expression also includes a unanimous written resolution.
Ordinary
Shares means the ordinary shares of US$0.0001 par value each of the Company.
Over-Allotment
Option means the option of the Underwriters to purchase up to an additional 1,875,000 units (as described at Article 2.4) sold in
the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.
3
Per-Share
Redemption Price means:
(a)
with respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account (including interest not previously
released to us, which shall be net of taxes payable, and less up to US$100,000 of interest income to pay liquidation and dissolution
expenses) divided by the number of then outstanding Public Shares;
(b)
with respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account, including interest earned but net
of taxes payable, divided by the number of then outstanding Public Shares; and
(c)
with respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit in the Trust Account (net
of taxes payable), divided by the number of then outstanding Public Shares.
Public
Share means the Ordinary Shares included in the units issued in the IPO (as described in Article 2.4).
Redemption
Offer has the meaning ascribed to it in Article 35.5(b).
Register
of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch
or duplicate register of Members.
Registration
Statement has the meaning ascribed to it in Article 35.10.
SEC
means the United States Securities and Exchange Commission.
Secretary
means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
Share
means a share in the share capital of the Company; and the expression:
(a) includes
stock (except where a distinction between shares and stock is expressed or implied); and
(b) where
the context permits, also includes a fraction of a share.
Special
Resolution has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.
Sponsor
means Breeze Sponsor II, LLC, being the sole Member immediately prior to the consummation of the IPO.
Sponsor
Group means the Sponsor and its respective affiliates, successors and assigns.
Target
Business means any businesses or entity with whom the Company wishes to undertake a Business Combination.
Target
Business Acquisition Period shall mean the period commencing from the effectiveness of the registration statement filed with the
SEC in connection with the Company’s IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination
Date.
4
Tax
Filing Authorised Person means such person as any director shall designate from time to time, acting severally.
Tender
Redemption Offer has the meaning ascribed to it in Article 35.5(a).
Termination
Date has the meaning given to it in Article 35.2.
Treasury
Shares means Shares of the Company held in treasury pursuant to the Act and Article 2.17.
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 from the sale of the private placement units 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.
Virtual
Meeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including
without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Electronic
Communication Facilities.
Interpretation
1.2 In the interpretation
of these Articles, the following provisions apply unless the context otherwise requires:
(a) A
reference in these Articles to a statute is a reference to a statute of the Cayman Islands
as known by its short title, and includes:
(i) any
statutory modification, amendment or re-enactment; and
(ii) any
subordinate legislation or regulations issued under that statute.
Without
limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of
that Act in force from time to time as amended from time to time.
(b) Headings
are inserted for convenience only and do not affect the interpretation of these Articles,
unless there is ambiguity.
(c) If
a day on which any act, matter or thing is to be done under these Articles is not a Business
Day, the act, matter or thing must be done on the next Business Day.
(d) A
word which denotes the singular also denotes the plural, a word which denotes the plural
also denotes the singular, and a reference to any gender also denotes the other genders.
5
(e) A
reference to a person includes, as appropriate, a company, trust, partnership, joint
venture, association, body corporate or government agency.
(f) Where
a word or phrase is given a defined meaning another part of speech or grammatical form in
respect to that word or phrase has a corresponding meaning.
(g) All
references to time are to be calculated by reference to time in the place where the Company’s
registered office is located.
(h) The
words written and in writing include all modes of representing or reproducing
words in a visible form, but do not include an Electronic Record where the distinction between
a document in writing and an Electronic Record is expressed or implied.
(i) The
words including, include and in particular or any similar expression
are to be construed without limitation.
(j) The
term “present” means, in respect of any person attending a meeting, such
person’s presence at a general meeting of Members (or any meeting of the holders of
any class of Shares), which may be satisfied by means of such person or, if a corporation
or other non-natural person, its duly authorized representative (or, in the case of any Member,
a proxy which has been validly appointed by such Member in accordance with these Articles),
being: (a) physically present at the meeting; or (b) in the case of any meeting at which
Electronic Communication Facilities are permitted in accordance with these Articles, including
any Virtual Meeting, connected by means of the use of such Electronic Communication Facilities.
Exclusion
of Table A Articles
1.3 The regulations
contained in Table A in the First Schedule of the Act and any other regulations contained in any statute
or subordinate legislation are expressly excluded and do not apply to the Company.
2 Shares
Power
to issue Shares and options, with or without special rights
2.1 Subject to
the provisions of the Act and these Articles and, where applicable, the rules of the Designated Stock
Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to
any existing Shares, the Directors have general and unconditional authority to allot (with or without
confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued Shares
of the Company to such persons, at such times and on such terms and conditions as they may decide. No
Share may be issued at a discount except in accordance with the provisions of the Act.
2.2 Without limitation
to the preceding Article, the Directors may so deal with the unissued Shares of the Company:
(a) either
at a premium or at par; or
(b) with
or without preferred, deferred or other special rights or restrictions whether in regard
to dividend, voting, return of capital or otherwise.
Notwithstanding
the above, following an IPO and prior to a Business Combination, the Company may not issue additional Shares that would entitle the holders
thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination.
6
2.3 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 at such times and on such terms and conditions as the Directors may decide.
2.4 The Company
may issue units of securities in the Company, which may be comprised of 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, on such
terms and conditions as the Directors may decide. The securities comprising any such units which are
issued pursuant to the IPO can only be traded separately from one another on the 52nd day following
the date of the prospectus relating to the IPO unless the managing Underwriter determines that an earlier
date is acceptable, subject to the Company having filed a current report on Form 8-K containing an audited
balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO with the SEC and
a press release announcing when such separate trading will begin. Prior to such date, the units can
be traded, but the securities comprising such units cannot be traded separately from one another.
2.5 Unless any
Share carries special rights, each Share in the Company confers upon the Member:
(a) subject
to Article 33, the right to one vote at a meeting of the Members of the Company or on any
resolution of Members;
(b) the
right to be redeemed on an Automatic Redemption Event in accordance with Article 35.2 or
pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Article
35.5 or pursuant to an Amendment Redemption Event in accordance with Article 35.11;
(c) a
pro rata right in any dividend paid by the Company; and
(d) subject
to satisfaction of and compliance with Article 35, a pro rata right in the distribution of
the surplus assets of the Company on its liquidation provided that in the event that the
Company enters liquidation prior to or without having consummated a Business Combination
then, in such circumstances, in the event any surplus assets (Residual Assets) of
the Company remain following the Company having complied with its applicable obligations
to redeem Public Shares and distribute the funds held in the Trust Account in respect of
such redemptions pursuant to Article 35, the Public Shares shall not have any right to receive
any share of those Residual Assets which are held outside the Trust Account and such Residual
Assets shall be distributed (on a pro rata basis) only in respect of those Shares that are
not Public Shares.
7
Power
to issue fractions of a Share
2.6 Subject to
the Act, the Company may, but shall not otherwise be obliged to, issue fractions of a Share of any class
or round up or down fractional holdings of Shares to its nearest whole number. A fraction of a Share
shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls
or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other
attributes of a Share of that class of Shares.
Power
to pay commissions and brokerage fees
2.7 The Company
may, in so far as the Act permits, pay a commission to any person in consideration of that person:
(a) subscribing
or agreeing to subscribe, whether absolutely or conditionally; or
(b) procuring
or agreeing to procure subscriptions, whether absolute or conditional
for
any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares
or partly in one way and partly in another.
2.8 The Company
may employ a broker in the issue of its capital and pay him any proper commission or brokerage.
Trusts
not recognised
2.9 Except as required
by Applicable Law:
(a) 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) any other rights in respect of any Share other than an absolute
right to the entirety thereof in the holder; and
(b) no
person other than the Member shall be recognised by the Company as having any right in a
Share.
Rights
of Preference Shares
2.10 Before any
Preference Shares of any series are issued, the directors shall fix, by resolution or resolutions,
the following provisions of such series:
(a) the
designation of such series and the number of Preference Shares to constitute such series;
(b) whether
the shares of such series shall have voting rights, in addition to any voting rights provided
by the Act, and, if so, the terms of such voting rights, which may be general or limited;
8
(c) the
dividends, if any, payable on such series, whether any such dividends shall be cumulative,
and, if so, from what dates, the conditions and dates upon which such dividends shall be
payable, the preference or relation which such dividends shall bear to the dividends payable
on any Shares of any other class of Shares or any other series of Preference Shares;
(d) whether
the Preference Shares or such series shall be subject to redemption by the Company, and,
if so, the times, prices and other conditions of such redemption;
(e) the
amount or amounts payable upon Preference Shares of such series upon, and the rights of the
holders of such series in, a voluntary or involuntary liquidation, dissolution or winding
up, or upon any distribution of the assets, of the Company;
(f) whether
the Preference Shares of such series shall be subject to the operation of a retirement or
sinking fund and, if so, the extent to and manner in which any such retirement or sinking
fund shall be applied to the purchase or redemption of the Preference Shares of such series
for retirement or other corporate purposes and the terms and provisions relative to the operation
of the retirement or sinking fund;
(g) whether
the Preference Shares of such series shall be convertible into, or exchangeable for, Shares
of any other class of Shares or any other series of Preference Shares or any other securities
and, if so, the price or prices or the rate or rates of conversion or exchange and the method,
if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
(h) the
limitations and restrictions, if any, to be effective while any Preference Shares or such
series are outstanding upon the payment of dividends or the making of other distributions
on, and upon the purchase, redemption or other acquisition by the Company of, the existing
Shares or Shares of any other class of Shares or any other series of Preference Shares;
(i) the
conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon
the issue of any additional Shares, including additional shares of such series or of any
other class of Shares or any other series of Preference Shares; and
(j) any
other powers, preferences and relative, participating, optional and other special rights,
and any qualifications, limitations and restrictions of any other class of Shares or any
other series of Preference Shares.
Power
to vary class rights
2.11 If the share
capital is divided into different classes of Shares then, unless the terms on which a class of Shares
was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of
the following applies:
(a) the
Members holding two thirds of the issued Shares of that class consent in writing to the variation;
or
9
(b) the
variation is made with the sanction of a Special Resolution passed at a separate general
meeting of the Members holding the issued Shares of that class.
2.12 For the purpose
of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general
meetings apply, mutatis mutandis, to every such separate meeting except that:
(a) the
necessary quorum shall be one or more persons holding, or representing by proxy, not less
than one third of the issued Shares of the class; and
(b) any
Member holding issued Shares of the class, present in person or by proxy or, in the case
of a corporate Member, by its duly authorised representative, may demand a poll.
2.13 Notwithstanding
Article 2.11, unless the proposed variation is for the purposes of approving, or in conjunction with,
the consummation of a Business Combination, prior to a Business Combination but subject always to the
limitations set out in Article 33 in respect of amendments to the Memorandum and Articles, the rights
attached to the Shares as specified in Article 2.5 may only, whether or not the Company is being wound
up, be varied by a Special Resolution, and any such variation that has to be approved under this Article
shall also be subject to compliance with Article 35.11.
Effect
of new Share issue on existing class rights
2.14 Unless the
terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding
Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking
pari passu with the existing Shares of that class.
Capital
contributions without issue of further Shares
2.15 With the consent
of a Member, the Directors may accept a voluntary contribution to the capital of the Company from that
Member without issuing Shares in consideration for that contribution. In that event, the contribution
shall be dealt with in the following manner:
(a) It
shall be treated as if it were a share premium.
(b) Unless
the Member agrees otherwise:
(i) if
the Member holds Shares in a single class of Shares - it shall be credited to the share premium
account for that class of Shares;
(ii) if
the Member holds Shares of more than one class - it shall be credited rateably to the share
premium accounts for those classes of Shares (in the proportion that the sum of the issue
prices for each class of Shares that the Member holds bears to the total issue prices for
all classes of Shares that the Member holds).
(c) It
shall be subject to the provisions of the Act and these Articles applicable to share premiums.
10
No
bearer Shares or warrants
2.16 The Company
shall not issue Shares or warrants to bearers.
Treasury
Shares
2.17 Shares that
the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be
held as Treasury Shares and not treated as cancelled if:
(a) the
Directors so determine prior to the purchase, redemption or surrender of those shares; and
(b) the
relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
Rights
attaching to Treasury Shares and related matters
2.18 No dividend
may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s
assets (including any distribution of assets to members on a winding up) may be made to the Company
in respect of a Treasury Share.
2.19 The Company
shall be entered in the Register as the holder of the Treasury Shares. However:
(a) the
Company shall not be treated as a member for any purpose and shall not exercise any right
in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
(b) a
Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company
and shall not be counted in determining the total number of issued shares at any given time,
whether for the purposes of these Articles or the Act.
2.20 Nothing in
the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury
Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated
as Treasury Shares.
2.21 Treasury Shares
may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions
as the Directors determine.
3 Register of Members
3.1 The Company
shall maintain or cause to be maintained the Register of Members in accordance with the Act.
3.2 The Directors
may determine that the Company shall maintain one or more branch registers of Members in accordance
with the Act. 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.
11
3.3 The title to
Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the
laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes,
the Register of Members may be maintained in accordance with section 40B of the Act.
Annual
Return
3.4 The Directors
in each calendar year shall prepare or cause to be prepared an annual return and declaration setting
forth the particulars required by the Act and shall deliver a copy thereof to the registrar of companies
for the Cayman Islands.
4 Share certificates
Issue
of share certificates
4.1 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.
If the Directors resolve that share certificates shall be issued, upon being entered in the register
of Members as the holder of a Share, the Directors may issue to any Member:
(a) without
payment, one certificate for all the Shares of each class held by that Member (and, upon
transferring a part of the Member’s holding of Shares of any class, to a certificate for
the balance of that holding); and
(b) upon
payment of such reasonable sum as the Directors may determine for every certificate after
the first, several certificates each for one or more of that Member’s Shares.
4.2 Every certificate
shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates
and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed
in such other manner as the Directors determine.
4.3 Every certificate
shall bear legends required under the Applicable Laws.
4.4 The Company
shall not be bound to issue more than one certificate for Shares held jointly by several persons and
delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.
Renewal
of lost or damaged share certificates
4.5 If a share
certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:
(a) evidence;
12
(b) indemnity;
(c) payment
of the expenses reasonably incurred by the Company in investigating the evidence; and
(d) payment
of a reasonable fee, if any, for issuing a replacement share certificate
as
the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
5 Lien on Shares
Nature
and scope of lien
5.1 The Company
has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a
Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by
the Member or the Member’s estate:
(a) either
alone or jointly with any other person, whether or not that other person is a Member; and
(b) whether
or not those moneys are presently payable.
5.2 At any time
the Directors may declare any Share to be wholly or partly exempt from the provisions of this Article.
Company
may sell Shares to satisfy lien
5.3 The Company
may sell any Shares over which it has a lien if all of the following conditions are met:
(a) the
sum in respect of which the lien exists is presently payable;
(b) the
Company gives notice to the Member holding the Share (or to the person entitled to it in
consequence of the death or bankruptcy of that Member) demanding payment and stating that
if the notice is not complied with the Shares may be sold; and
(c) that
sum is not paid within fourteen (14) Clear Days after that notice is deemed to be given under
these Articles,
and
Shares to which this Article 5.3 applies shall be referred to as Lien Default Shares.
5.4 The Lien Default
Shares may be sold in such manner as the Directors determine.
5.5 To the maximum
extent permitted by Applicable Law, the Directors shall incur no personal liability to the Member concerned
in respect of the sale.
13
Authority
to execute instrument of transfer
5.6 To give effect
to a sale, the Directors may authorise any person to execute an instrument of transfer of the Lien Default
Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee
of the Lien Default Shares shall not be affected by any irregularity or invalidity in the proceedings
in respect of the sale.
Consequences
of sale of Shares to satisfy lien
5.7 On sale pursuant
to the preceding Articles:
(a) the
name of the Member concerned shall be removed from the Register of Members as the holder
of those Lien Default Shares; and
(b) that
person shall deliver to the Company for cancellation the certificate for those Lien Default
Shares.
Despite
this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the
Company in respect of those Lien Default Shares. That person shall also be liable to pay interest on those monies from the date of sale
until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The Board may waive payment
wholly or in part or enforce payment without any allowance for the value of the Lien Default Shares at the time of sale or for any consideration
received on their disposal.
Application
of proceeds of sale
5.8 The net proceeds
of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which
the lien exists as is presently payable. Any residue shall be paid to the person whose Lien Default
Shares have been sold:
(a) if
no certificate for the Lien Default Shares was issued, at the date of the sale; or
(b) if
a certificate for the Lien Default Shares was issued, upon surrender to the Company of that
certificate for cancellation
but,
in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares
before the sale.
6 Calls on Shares
and forfeiture
Power
to make calls and effect of calls
6.1 Subject to
the terms of allotment, the Board may make calls on the Members in respect of any monies unpaid on their
Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving
at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay
to the Company the amount called on his Shares as required by the notice.
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6.2 Before receipt
by the Company of any sum due under a call, that call may be revoked in whole or in part and payment
of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company
may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone
payment of all or any of the remaining instalments in whole or in part.
6.3 A Member on
whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the
Shares in respect of which the call was made. A person shall not be liable for calls made after such
person is no longer registered as Member in respect of those Shares.
Time
when call made
6.4 A call shall
be deemed to have been made at the time when the resolution of the Directors authorising the call was
passed.
Liability
of joint holders
6.5 Members registered
as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of
the Share.
Interest
on unpaid calls
6.6 If a call remains
unpaid after it has become due and payable the person from whom it is due and payable shall pay interest
on the amount unpaid from the day it became due and payable until it is paid:
(a) at
the rate fixed by the terms of allotment of the Share or in the notice of the call; or
(b) if
no rate is fixed, at the Default Rate.
The
Directors may waive payment of the interest wholly or in part.
Deemed
calls
6.7 Any amount
payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed
to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply
as if the amount had become due and payable by virtue of a call.
Power
to accept early payment
6.8 The Company
may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although
no part of that amount has been called up.
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Power
to make different arrangements at time of issue of Shares
6.9 Subject to
the terms of allotment, the Directors may make arrangements on the issue of Shares to distinguish between
Members in the amounts and times of payment of calls on their Shares.
Notice
of default
6.10 If 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 14 Clear Days’ notice requiring payment of:
(a) the
amount unpaid;
(b) any
interest which may have accrued; and
(c) any
expenses which have been incurred by the Company due to that person’s default.
6.11 The notice
shall state the following:
(a) the
place where payment is to be made; and
(b) a
warning that if the notice is not complied with the Shares in respect of which the call is
made will be liable to be forfeited.
Forfeiture
or surrender of Shares
6.12 If the notice
given pursuant to Article 6.10 is not complied with, the Directors may, before the payment required
by the notice has been received, resolve that any Share the subject of that notice be forfeited. The
forfeiture shall include all dividends or other monies payable in respect of the forfeited Share and
not paid before the forfeiture. Despite the foregoing, the Board may determine that any Share the subject
of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of
forfeiture.
6.13 The Directors
may accept the surrender for no consideration of any Fully Paid Share.
Disposal
of forfeited or surrendered Share and power to cancel forfeiture or surrender
6.14 A forfeited
or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner
as the Board determines either to the former Member who held that Share or to any other person. The
forfeiture or surrender may be cancelled on such terms as the Directors think fit at any time before
a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or
surrendered Share is to be transferred to any person, the Directors may authorise some person to execute
an instrument of transfer of the Share to the transferee.
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Effect
of forfeiture or surrender on former Member
6.15 On forfeiture
or surrender:
(a) the
name of the Member concerned shall be removed from the Register of Members as the holder
of those Shares and that person shall cease to be a Member in respect of those Shares; and
(b) that
person shall surrender to the Company for cancellation the certificate (if any) for the forfeited
or surrendered Shares.
6.16 Despite the
forfeiture or surrender of his Shares, that person shall remain liable to the Company for all monies
which at the date of forfeiture or surrender were presently payable by him to the Company in respect
of those Shares together with:
(a) all
expenses; and
(b) interest
from the date of forfeiture or surrender until payment:
(i) at
the rate of which interest was payable on those monies before forfeiture; or
(ii) if
no interest was so payable, at the Default Rate.
The
Directors, however, may waive payment wholly or in part.
Evidence
of forfeiture or surrender
6.17 A declaration,
whether statutory or under oath, made by a Director or the Secretary shall be conclusive evidence of
the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:
(a) that
the person making the declaration is a Director or Secretary of the Company, and
(b) that
the particular Shares have been forfeited or surrendered on a particular date.
Subject
to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.
Sale
of forfeited or surrendered Shares
6.18 Any person
to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application
of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any
irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal
of those Shares.
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7 Transfer of Shares
Form
of transfer
7.1 Subject to
the following Articles about the transfer of Shares, and provided that such transfer complies with applicable
rules of the SEC, the Designated Stock Exchange and federal and state securities laws of the United
States, a Member may transfer Shares to another person by completing an instrument of transfer in a
common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by
the Directors, executed:
(a) where
the Shares are Fully Paid, by or on behalf of that Member; and
(b) where
the Shares are partly paid, by or on behalf of that Member and the transferee.
7.2 The transferor
shall be deemed to remain the holder of a Share until the name of the transferee is entered into the
Register of Members.
Power
to refuse registration
7.3 If the Shares
in question were issued in conjunction with rights, options or warrants issued pursuant to Article 2.4
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 option
or warrant.
Power
to suspend registration
7.4 The Directors
may suspend registration of the transfer of Shares at such times and for such periods, not exceeding
30 days in any calendar year, as they determine.
Company
may retain instrument of transfer
7.5 The Company
shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer
which the Directors refuse to register shall be returned to the person lodging it when notice of the
refusal is given.
8 Transmission
of Shares
Persons
entitled on death of a Member
8.1 If a Member
dies, the only persons recognised by the Company as having any title to the deceased Member’s interest
are the following:
(a) where
the deceased Member was a joint holder, the survivor or survivors; and
(b) where
the deceased Member was a sole holder, that Member’s personal representative or representatives.
8.2 Nothing in
these Articles shall release the deceased Member’s estate from any liability in respect of any Share,
whether the deceased was a sole holder or a joint holder.
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Registration
of transfer of a Share following death or bankruptcy
8.3 A person becoming
entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of
the following:
(a) to
become the holder of the Share; or
(b) to
transfer the Share to another person.
8.4 That person
must produce such evidence of his entitlement as the Directors may properly require.
8.5 If the person
elects to become the holder of the Share, he must give notice to the Company to that effect. For the
purposes of these Articles, that notice shall be treated as though it were an executed instrument of
transfer.
8.6 If the person
elects to transfer the Share to another person then:
(a) if
the Share is Fully Paid, the transferor must execute an instrument of transfer; and
(b) if
the Share is partly paid, the transferor and the transferee must execute an instrument of
transfer.
8.7 All the Articles
relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.
Indemnity
8.8 A person registered
as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the
Directors against any loss or damage suffered by the Company or the Directors as a result of that registration.
Rights
of person entitled to a Share following death or bankruptcy
8.9 A person becoming
entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which
he would be entitled if he were registered as the holder of the Share. However, until he is registered
as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the
Company or at any separate meeting of the holders of that class of Shares in the Company.
9 Alteration of
capital
Increasing,
consolidating, converting, dividing and cancelling share capital
9.1 To the fullest
extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend
its Memorandum for that purpose:
(a) increase
its share capital by new Shares of the amount fixed by that Ordinary Resolution and with
the attached rights, priorities and privileges set out in that Ordinary Resolution;
(b) consolidate
and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
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(c) convert
all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares
of any denomination;
(d) sub-divide
its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,
so, however, that in the sub-division, the proportion between the amount paid and the amount,
if any, unpaid on each reduced Share shall be the same as it was in the case of the Share
from which the reduced Share is derived; and
(e) cancel
Shares which, at the date of the passing of that 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 or, in the case of Shares without nominal par value, diminish
the number of Shares into which its capital is divided.
Dealing
with fractions resulting from consolidation of Shares
9.2 Whenever, as
a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the
Directors may on behalf of those Members deal with the fractions as it thinks fit, including (without
limitation):
(a) either
round up or down the fraction to the nearest whole number, such rounding to be determined
by the Directors acting in their sole discretion;
(b) sell
the Shares representing the fractions for the best price reasonably obtainable to any person
(including, subject to the provisions of the Act, the Company); or
(c) distribute
the net proceeds in due proportion among those Members.
For
that purpose, the Directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the
directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s
title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.
Reducing
share capital
9.3 Subject to
the Act and to any rights for the time being conferred on the Members holding a particular class of
Shares, the Company may, by Special Resolution, reduce its share capital in any way.
10 Redemption and
purchase of own Shares
Power
to issue redeemable Shares and to purchase own Shares
10.1 Subject to
the Act and Article 35, and to any rights for the time being conferred on the Members holding a particular
class of Shares and where applicable, the rules of the Designated Stock Exchange and/or any competent
regulatory authority, the Company may by its Directors:
(a) issue
Shares that are to be redeemed or liable to be redeemed, at the option of the Company or
the Member holding those redeemable Shares, on the terms and in the manner its Directors
determine before the issue of those Shares;
20
(b) with
the consent by Special Resolution of the Members holding Shares of a particular class, vary
the rights attaching to that class of Shares so as to provide that those Shares are to be
redeemed or are liable to be redeemed at the option of the Company on the terms and in the
manner which the Directors determine at the time of such variation; and
(c) purchase
all or any of its own Shares of any class including any redeemable Shares on the terms and
in the manner which the Directors determine at the time of such purchase.
The
Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including
out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.
10.2 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 Article 35.5;
(b) Certain
Ordinary Shares held by the Sponsor shall, following consummation of the IPO, be surrendered
by the Sponsor on a pro rata basis for no consideration to the extent that the Over-Allotment
Option is not exercised in full so that the Ordinary Shares will at all times represent 26%
of the Company’s Public Shares issued in the IPO (excluding any Ordinary Shares issued
in the private placement to the Sponsor and any Ordinary Shares issued to the representative
of the Underwriters); and
(c) Public
Shares shall be repurchased by way of tender offer in the circumstances set out in Article
35.5.
Power
to pay for redemption or purchase in cash or in specie
10.3 When making
a payment in respect of the redemption or purchase of Shares, the Directors may make the payment in
cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment
of those Shares, or by the terms applying to those Shares in accordance with Article 10.1, or otherwise
by agreement with the Member holding those Shares.
Effect
of redemption or purchase of a Share
10.4 Upon the date
of redemption or purchase of a Share:
(a) the
Member holding that Share shall cease to be entitled to any rights in respect of the Share
other than the right to receive:
(i) the
price for the Share; and
(ii) any
dividend declared in respect of the Share prior to the date of redemption or purchase;
21
(b) the
Member’s name shall be removed from the Register of Members with respect to the Share; and
(c) the
Share shall be cancelled or held as a Treasury Share, as the Directors may determine.
For
the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.
10.5 For the avoidance
of doubt, redemptions and repurchases of Shares in the circumstances described in Articles 10.2(a),
10.2(b) and 10.2(c) above shall not require further approval of the Members.
11 Meetings of
Members
Power
to call meetings
11.1 If and only
to the extent required by the Designated Stock Exchange, an annual general meeting of the Company shall
be held no later than one year after the first financial year end occurring after the IPO, and shall
be held in each year thereafter at such time as determined by the Directors and the Company may, but
shall not (unless required by the Act or the rules and regulations of the Designated Stock Exchange)
be obliged to, in each year hold any other general meeting.
11.2 The agenda
of the annual general meeting shall be set by the Directors and shall include the presentation of the
Company’s annual accounts and the report of the Directors (if any).
11.3 Annual general
meetings shall be held in New York, USA or in such other places as the Directors may determine.
11.4 All general
meetings other than annual general meetings shall be called extraordinary general meetings and the
Company shall specify the meeting as such in the notices calling it.
11.5 The Directors,
the chief executive officer or the chairman of the board may call a general meeting at any time.
11.6 If there are
insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the
appointment of additional Directors, the Directors must call a general meeting for the purpose of appointing
additional Directors.
11.7 The Directors
must also call a general meeting if requisitioned in the manner set out in the next two Articles.
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11.8 The requisition
must be in writing and given by one or more Members who together hold at least ten per cent (10%) of
the rights to vote at such general meeting.
11.9 The requisition
must also:
(a) specify
the purpose of the meeting;
(b) be
signed by or on behalf of each requisitioner (and for this purpose each joint holder shall
be obliged to sign). The requisition may consist of several documents in like form signed
by one or more of the requisitioners; and
(c) be
delivered in accordance with the notice provisions.
11.10 Should the
Directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition,
the requisitioners or any of them may call a general meeting within three months after the end of
that period.
11.11 Without limitation
to the foregoing, if there are insufficient Directors to constitute a quorum and the remaining Directors
are unable to agree on the appointment of additional Directors, any one or more Members who together
hold at least ten per cent (10%) of the rights to vote at a general meeting may call a general meeting
for the purpose of considering the business specified in the notice of meeting which shall include
as an item of business the appointment of additional directors.
11.12 Members seeking
to bring business before the annual general meeting or to nominate candidates for election as Directors
at the annual general meeting must deliver notice to the principal executive offices of the Company
not later than the close of business on the 90th day nor earlier than the close of business on the
150th day prior to the scheduled date of the annual general meeting.
Content
of notice
11.13 Notice of
a general meeting shall specify each of the following:
(a) the
place, the date and the hour of the meeting;
(b) whether
the meeting will be held virtually, at a physical place or both;
(c) if
the meeting is to be held in any part at a physical place, the address of such place;
(d) if
the meeting is to be held in two or more places, or in any part virtually, the Electronic
Communication Facilities that will be used to facilitate the meeting, including the procedures
to be followed by any Member or other participant of the meeting who wishes to utilise such
Electronic Communication Facilities for the purposes of attending and participating such
meeting;
(e) subject
to paragraph (f) and the requirements of (to the extent application) the rules and regulations
of the Designated Stock Exchange, the general nature of the business to be transacted; and
(f) if
a resolution is proposed as a Special Resolution, the text of that resolution.
23
11.14 In each notice
there shall appear with reasonable prominence the following statements:
(a) that
a Member who is entitled to attend and vote is entitled to appoint one or more proxies to
attend and vote instead of that Member; and
(b) that
a proxyholder need not be a Member.
Period
of notice
11.15 At least
five (5) Clear Days’ notice of a general meeting must be given to Members, 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 at least 90% of the voting rights
of all those who have a right to vote at that meeting.
Persons
entitled to receive notice
11.16 Subject to
the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be
given to the following people:
(a) the
Members;
(b) persons
entitled to a Share in consequence of the death or bankruptcy of a Member; and
(c) the
Directors.
Publication
of notice on a website
11.17 Subject to
the Act or the rules of the Designated Stock Exchange, a notice of a general meeting may be published
on a website providing the recipient is given separate notice of:
(a) the
publication of the notice on the website;
(b) the
place on the website where the notice may be accessed;
(c) how
it may be accessed; and
(d) the
place, date and time of the general meeting.
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11.18 If a Member
notifies the Company that he is unable for any reason to access the website, the Company must as soon
as practicable give notice of the meeting to that Member by any other means permitted by these Articles.
This will not affect when that Member is deemed to have received notice of the meeting.
Time
a website notice is deemed to be given
11.19 A website
notice is deemed to be given when the Member is given notice of its publication.
Required
duration of publication on a website
11.20 Where the
notice of meeting is published on a website, it shall continue to be published in the same place on
that website from the date of the notification until at least the conclusion of the meeting to which
the notice relates.
Accidental
omission to give notice or non-receipt of notice
11.21 Proceedings
at a meeting shall not be invalidated by the following:
(a) an
accidental failure to give notice of the meeting to any person entitled to notice; or
(b) non-receipt
of notice of the meeting by any person entitled to notice.
11.22 In addition,
where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated
merely because it is accidentally published:
(a) in
a different place on the website; or
(b) for
part only of the period from the date of the notification until the conclusion of the meeting
to which the notice relates.
12 Proceedings
at meetings of Members
Quorum
12.1 Save as provided
in the following Article, no business shall be transacted at any meeting unless a quorum is present
in person or by proxy. One or more Members who together hold at least one-third of the issued and outstanding
Shares entitled to attend and vote at such meeting 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.
Lack
of quorum
12.2 If a quorum
is not present at the meeting within fifteen (15) minutes of the time appointed for the meeting, or
if at any time during the meeting it becomes inquorate, then the following provisions apply:
(a) If
the meeting was requisitioned by Members, it shall be cancelled.
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(b) In
any other case, the meeting shall stand adjourned to the same time and place seven days hence,
or to such other time or place as is determined by the Directors. If a quorum is not present
at the meeting within fifteen (15) minutes of the time appointed for the adjourned meeting,
then the Members present in person or by proxy at the meeting shall constitute a quorum.
Chairman
12.3 The chairman
of a general meeting (including any Virtual Meeting) shall be the chairman of the Board or such other
Director as the Directors may determine. Absent any such person being present at the meeting within
fifteen (15) minutes of the time appointed for the meeting, the Directors present shall elect one of
their number to chair the meeting. The chairman of the meeting shall be entitled to attend and participate
at any such general meeting by means of Electronic Communication Facilities, and to act as the chairman
of such general meeting, in which event the chairman of the meeting shall be deemed to be present at
the meeting.
12.4 If no Director
is present within fifteen (15) minutes of the time appointed for the meeting, or if no Director is
willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose
one of their number to chair the meeting.
Right
of a Director to attend and speak
12.5 Even if a
Director is not a Member, he shall be entitled to attend and speak at any general meeting and at any
separate meeting of Members holding a particular class of Shares in the Company.
Use
of technology & accommodation of Members at Virtual Meeting
12.6 A Member entitled
to receive notice and attend a meeting will be deemed to be in attendance at such meeting despite their
attendance being virtual if adequate facilities are available to ensure that the Member is able to:
(a) to
participate in the business for which the meeting has been convened; and
(b) to
hear all that happens at the meeting.
Without
limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.
Adjournment,
postponement and cancellation
12.7 A meeting
may be:
(a) postponed
or cancelled prior to the meeting at the discretion of the Directors by written notice provided
to all persons entitled to attend the meeting, unless the meeting was requisitioned by Members
or otherwise called by Members pursuant to Article 11; or
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(b) adjourned,
with or without an appointed date for resumption, at any time during the meeting at the discretion
of the chairman with the consent of the Members constituting a quorum.
The
chairman must adjourn the meeting if so directed by the Members constituting a quorum at the meeting. No business, however, can be transacted
at an adjourned or postponed meeting other than business which might properly have been transacted at the original meeting.
12.8 Should a meeting
be adjourned for more than seven (7) Clear Days, whether because of a lack of quorum or otherwise,
Members shall be given at least five (5) Clear Days’ notice of the date, time and place of the adjourned
meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary
to give any notice of the adjournment.
Method
of voting
12.9 A resolution
put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration
of the result of the show of hands, a poll is duly demanded. A poll may be demanded:
(a) by
the chairman; or
(b) by
any Member or Members present who, individually or collectively, hold at least 10% of the
voting rights of all those who have a right to vote on the resolution.
Outcome
of vote by show of hands
12.10 Unless a
poll is duly demanded, a declaration by the chairman as to the result of a resolution and an entry
to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show
of hands without proof of the number or proportion of the votes recorded in favour of or against the
resolution.
Withdrawal
of demand for a poll
12.11 The demand
for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The
chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands
a poll, any earlier show of hands on that resolution shall be treated as the vote on that resolution;
if there has been no earlier show of hands, then the resolution shall be put to the vote of the meeting.
Taking
of a poll
12.12 A poll demanded
on the question of adjournment shall be taken immediately.
12.13 A poll demanded
on any other question shall be taken either immediately or at an adjourned meeting at such time and
place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.
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12.14 The demand
for a poll shall not prevent the meeting continuing to transact any business other than the question
on which the poll was demanded.
12.15 A poll shall
be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members)
and fix a place and time for declaring the result of the poll. If, through the aid of technology,
the meeting is held as a Virtual Meeting or in more than one place, the chairman may appoint scrutineers
virtually and in more than one place; but if he considers that the poll cannot be effectively monitored
at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when
that can occur.
Chairman’s
casting vote
12.16 If the votes
on a resolution, whether on a show of hands or on a poll, are equal, the chairman may if he wishes
exercise a casting vote.
Amendments
to resolutions
12.17 An Ordinary
Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:
(a) not
less than 48 hours before the meeting is to take place (or such later time as the chairman
of the meeting may determine), notice of the proposed amendment is given to the Company in
writing by a Member entitled to vote at that meeting; and
(b) the
proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially
alter the scope of the resolution.
12.18 A Special
Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:
(a) the
chairman of the meeting proposes the amendment at the general meeting at which the resolution
is to be proposed, and
(b) the
amendment does not go beyond what the chairman considers is necessary to correct a grammatical
or other non-substantive error in the resolution.
12.19 If the chairman
of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of
order, the chairman’s error does not invalidate the vote on that resolution.
Written
resolutions
12.20 Members may
pass a resolution in writing without holding a meeting if the following conditions are met:
(a) all
Members entitled so to vote are given notice of the resolution as if the same were being
proposed at a meeting of Members;
(b) all
Members entitled so to vote :
(i) sign
a document; or
(ii) sign
several documents in the like form each signed by one or more of those Members; and
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(c) the
signed document or documents is or are delivered to the Company, including, if the Company
so nominates, by delivery of an Electronic Record by Electronic means to the address specified
for that purpose.
Such
written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.
12.21 If a written
resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.
12.22 The Directors
may determine the manner in which written resolutions shall be put to Members. In particular, they
may provide, in the form of any written resolution, for each Member to indicate, out of the number
of votes the Member would have been entitled to cast at a meeting to consider the resolution, how
many votes he wishes to cast in favour of the resolution and how many against the resolution or to
be treated as abstentions. The result of any such written resolution shall be determined on the same
basis as on a poll.
Sole-member
company
12.23 If the Company
has only one Member, and the Member records in writing his decision on a question, that record shall
constitute both the passing of a resolution and the minute of it.
13 Voting rights
of Members
Right
to vote
13.1 Unless their
Shares carry no right to vote, or unless a call or other amount presently payable has not been paid,
all Members are entitled to receive notice of, attend and vote at a general meeting, whether on a show
of hands or on a poll, and all Members holding Shares of a particular class of Shares are entitled
to vote at a meeting of the holders of that class of Shares.
13.2 Members may
vote in person or by proxy.
13.3 On a show
of hands, every Member shall have one vote. For the avoidance of doubt, an individual who represents
two or more Members, including a Member in that individual’s own right, that individual shall be entitled
to a separate vote for each Member.
13.4 On a poll,
each holder of Ordinary Shares shall be entitled to one (1) vote for each Ordinary Share he or she
holds on any and all matters.
13.5 A fraction
of a Share shall entitle its holder to an equivalent fraction of one (1) vote for each Ordinary Shares.
29
13.6 No Member
is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same
way.
Rights
of joint holders
13.7 If Shares
are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders
a vote, the vote of the holder whose name in respect of those Shares appears first in the Register
of Members shall be accepted to the exclusion of the votes of the other joint holders.
Representation
of corporate Members
13.8 Save where
otherwise provided, a corporate Member must act by a duly authorised representative.
13.9 A corporate
Member wishing to act by a duly authorised representative must identify that person to the Company
by notice in writing.
13.10 The authorisation
may be for any period of time, and must be delivered to the Company not less than two hours before
the commencement of the meeting at which it is first used.
13.11 The Directors
of the Company may require the production of any evidence which they consider necessary to determine
the validity of the notice.
13.12 Where a duly
authorised representative is present at a meeting that Member is deemed to be present in person; and
the acts of the duly authorised representative are personal acts of that Member.
13.13 A corporate
Member may revoke the appointment of a duly authorised representative at any time by notice to the
Company; but such revocation will not affect the validity of any acts carried out by the duly authorised
representative before the Directors of the Company had actual notice of the revocation.
13.14 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)).
Member
with mental disorder
13.15 A Member
in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman
Islands or elsewhere) in matters concerning mental disorder may vote, by that Member’s receiver, curator
bonis or other person authorised in that behalf appointed by that court.
30
13.16 For the purpose
of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person
claiming to exercise the right to vote must be received not less than 24 hours before holding the
relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment
of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be
exercisable.
Objections
to admissibility of votes
13.17 An objection
to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at
which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman
whose decision shall be final and conclusive.
Form
of proxy
13.18 An instrument
appointing a proxy shall be in any common form or in any other form approved by the Directors.
13.19 The instrument
must be in writing and signed in one of the following ways:
(a) by
the Member; or
(b) by
the Member’s authorised attorney; or
(c) if
the Member is a corporation or other body corporate, under seal or signed by an authorised
officer, secretary or attorney.
If
the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and
otherwise satisfying the Articles about authentication of Electronic Records.
13.20 The Directors
may require the production of any evidence which they consider necessary to determine the validity
of any appointment of a proxy.
13.21 A Member
may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance
with the Article above about signing proxies; but such revocation will not affect the validity of
any acts carried out by the proxy before the Directors of the Company had actual notice of the revocation.
How
and when proxy is to be delivered
13.22 Subject to
the following Articles, 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 form of appointment of a proxy and any authority under which it is signed (or a copy
of the authority certified notarially or in any other way approved by the Directors) must be delivered
so that it is received by the Company not less than 48 hours before the time for holding the meeting
or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote.
They must be delivered in either of the following ways:
(a) In
the case of an instrument in writing, it must be left at or sent by post:
(i) to
the registered office of the Company; or
(ii) to
such other place specified in the notice convening the meeting or in any form of appointment
of proxy sent out by the Company in relation to the meeting.
31
(b) If,
pursuant to the notice provisions, a notice may be given to the Company in an Electronic
Record, an Electronic Record of an appointment of a proxy must be sent to the address specified
pursuant to those provisions unless another address for that purpose is specified:
(i) in
the notice convening the meeting; or
(ii) in
any form of appointment of a proxy sent out by the Company in relation to the meeting; or
(iii) in
any invitation to appoint a proxy issued by the Company in relation to the meeting.
13.23 Where a poll
is taken:
(a) if
it is taken more than seven Clear Days after it is demanded, the form of appointment of a
proxy and any accompanying authority (or an Electronic Record of the same) must be delivered
as required under the preceding Article not less than 24 hours before the time appointed
for the taking of the poll;
(b) but
if it to be taken within seven Clear Days after it was demanded, the form of appointment
of a proxy and any accompanying authority (or an Electronic Record of the same) must be e
delivered as required under the preceding Article not less than two hours before the time
appointed for the taking of the poll.
13.24 If the form
of appointment of proxy is not delivered on time, it is invalid.
Voting
by proxy
13.25 A proxy shall
have the same voting rights at a meeting or adjourned meeting as the Member would have had except
to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment
of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any
resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall
be invalid.
14 Number of Directors
Unless
otherwise determined by the Directors, the minimum number of Directors shall be one and the maximum number shall be ten. There shall
be no Directors, however, until the first Director is or the first Directors are appointed by the subscriber or subscribers to the Memorandum.
32
15 Appointment,
disqualification and removal of Directors
No
age limit
15.1 There is no
age limit for Directors save that they must be aged at least 18 years.
Corporate
Directors
15.2 Unless prohibited
by law, a body corporate may be a Director. If a body corporate is a director, the Articles about representation
of corporate Members at general meetings apply, mutatis mutandis, to the Articles about Directors’
meetings.
No
shareholding qualification
15.3 Unless a shareholding
qualification for Directors is fixed by Ordinary Resolution, no Director shall be required to own Shares
as a condition of his appointment.
Appointment
and removal of Directors
15.4 The Directors
shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each
class shall be as nearly equal as possible. Immediately prior to the consummation of the IPO, the existing
Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The
Class I Directors shall stand elected for a term expiring at the Company’s first annual general
meeting, the Class II Directors shall stand elected for a term expiring at the Company’s second
annual general meeting and the Class III Directors shall stand elected for a term expiring at the Company’s
third annual general meeting. Commencing at the Company’s first annual general meeting, and at
each annual general meeting thereafter, Directors elected to succeed those Directors whose terms expire
shall be elected for a term of office to expire at the third succeeding annual general meeting after
their election. All Directors shall hold office until the expiration of their respective terms of office
and until their successors shall have been elected and qualified.
15.5 Subject
to Article Error! Reference source not found., a Director may also be appointed by
Ordinary Resolution or by the Directors. Any appointment may be to fill a vacancy or as an
additional Director.
15.6 Subject to
death, resignation or removal, and with the exception of those Directors appointed prior to the first
annual general meeting of the Company, each Director shall serve a term of office that will expire
at the third succeeding annual general meeting after their appointment or election.
15.7 A Director
may be removed from office with or without cause by:
(a) (following
the consummation of the Business Combination but not at any time before) an Ordinary Resolution
passed at a meeting of Members called for the purposes of removing the Director or for purposes
including the removal of the director; or
(b) subject
to Article 15.4 and Error! Reference source not found., a resolution of Directors
passed at a meeting of Directors.
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15.8 The Directors
shall have power at any time to appoint any person to be a Director who:
(a) is
recommended as a Director nominee by a majority of the Independent Directors; and
(b) is
willing to act as a Director,
either
to fill a vacancy or as an additional Director. A Director elected to fill a vacancy resulting from the death, resignation or removal
of a director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such
vacancy and until his successor shall have been elected and qualified.
15.9 Notwithstanding
the other provisions of these Articles, in any case where, as a result of death, the Company has no
Directors and no shareholders, the personal representatives of the last shareholder to have died have
the power, by notice in writing to the Company, to appoint a person to be a Director. For the purpose
of this Article:
(a) where
two or more shareholders die in circumstances rendering it uncertain who was the last to
die, a younger shareholder is deemed to have survived an older shareholder;
(b) if
the last shareholder died leaving a will which disposes of that shareholder’s shares
in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):
(i) the
expression personal representatives of the last shareholder means:
(A) until
a grant of probate in respect of that will has been obtained from the Grand Court of the
Cayman Islands, all of the executors named in that will who are living at the time the power
of appointment under this Article is exercised; and
(B) after
such grant of probate has been obtained, only such of those executors who have proved that
will;
(ii) without
derogating from section 3(1) of the Succession Act (Revised), the executors named in that
will may exercise the power of appointment under this Article without first obtaining a grant
of probate.
15.10 A remaining
Director may appoint a Director even though there is not a quorum of Directors.
34
15.11 No appointment
can cause the number of Directors to exceed the maximum (if any), and any such appointment shall be
invalid. The Board may by a resolution of Directors increase or decrease the maximum number of Directors
on the Board.
15.12 For so long
as Shares are listed on a Designated Stock Exchange, the Directors shall include at least such number
of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange
require, subject to applicable phase-in rules of the Designated Stock Exchange.
Resignation
of Directors
15.13 A Director
may at any time resign office by giving to the Company notice in writing or, if permitted pursuant
to the notice provisions, in an Electronic Record delivered in either case in accordance with those
provisions.
15.14 Unless the
notice specifies a different date, the Director shall be deemed to have resigned on the date that
the notice is delivered to the Company.
Termination
of the office of Director
15.15 A Director’s
office shall be terminated forthwith if:
(a) he
is prohibited by the law of the Cayman Islands from acting as a Director; or
(b) he
is made bankrupt or makes an arrangement or composition with his creditors generally; or
(c) in
the opinion of a registered medical practitioner by whom he is being treated he becomes physically
or mentally incapable of acting as a Director; or
(d) he
is made subject to any law relating to mental health or incompetence, whether by court order
or otherwise; or
(e) without
the consent of the other Directors, he is absent from meetings of Directors for a continuous
period of six months; or
(f) all
of the other Directors (being not less than two in number) determine that he 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.
16 Alternate Directors
Appointment
and removal
16.1 Until the
consummation of a Business Combination, a director may not appoint an alternate. Following the consummation
of a Business Combination, Articles 16.2 to 16.5 inclusive shall apply.
35
16.2 Subject to
Article 16.1, any Director may appoint any other person, including another Director, to act in his
place as an alternate director. No appointment shall take effect until the Director has given notice
of the appointment to the other Directors. Such notice must be given to each other Director by either
of the following methods:
(a) by
notice in writing in accordance with the notice provisions;
(b) if
the other Director has an email address, by emailing to that address a scanned copy of the
notice as a PDF attachment (the PDF version being deemed to be the notice unless Article
30.7 applies), in which event notice shall be taken to be given on the date of receipt by
the recipient in readable form. For the avoidance of doubt, the same email may be sent to
the email address of more than one director (and to the email address of the Company pursuant
to Article 16.5(c)).
16.3 Without limitation
to the preceding Article, a Director may appoint an alternate for a particular meeting by sending an
email to his fellow Directors informing them that they are to take such email as notice of such appointment
for such meeting. Such appointment shall be effective without the need for a signed notice of appointment
or the giving of notice to the Company in accordance with Article 16.5.
16.4 A Director
may revoke his appointment of an alternate at any time. No revocation shall take effect until the Director
has given notice of the revocation to the other Directors. Such notice must be given by either of the
methods specified in Article 16.2.
16.5 A notice of
appointment or removal of an alternate director must also be given to the Company by any of the following
methods:
(a) by
notice in writing in accordance with the notice provisions;
(b) if
the Company has a facsimile address for the time being, by sending by facsimile transmission
to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission
to the facsimile address of the Company’s registered office a facsimile copy (in either case,
the facsimile copy being deemed to be the notice unless Article 30.7 applies), in which event
notice shall be taken to be given on the date of an error-free transmission report from the
sender’s fax machine;
(c) if
the Company has an email address for the time being, by emailing to that email address a
scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address
provided by the Company’s registered office a scanned copy of the notice as a PDF attachment
(in either case, the PDF version being deemed to be the notice unless Article 30.7 applies),
in which event notice shall be taken to be given on the date of receipt by the Company or
the Company’s registered office (as appropriate) in readable form; or
(d) if
permitted pursuant to the notice provisions, in some other form of approved Electronic Record
delivered in accordance with those provisions in writing.
36
Notices
16.6 All notices
of meetings of Directors shall continue to be given to the appointing Director and not to the alternate.
Rights
of alternate director
16.7 An alternate
director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the
Directors at which the appointing Director is not personally present, and generally to perform all
the functions of the appointing Director in his absence.
16.8 For the avoidance
of doubt:
(a) if
another Director has been appointed an alternate director for one or more Directors, he shall
be entitled to a separate vote in his own right as a Director and in right of each other
Director for whom he has been appointed an alternate; and
(b) if
a person other than a Director has been appointed an alternate director for more than one
Director, he shall be entitled to a separate vote in right of each Director for whom he has
been appointed an alternate.
16.9 An alternate
director, however, is not entitled to receive any remuneration from the Company for services rendered
as an alternate director.
Appointment
ceases when the appointor ceases to be a Director
16.10 An alternate
director shall cease to be an alternate director if the director who appointed him ceases to be a
Director.
Status
of alternate director
16.11 An alternate
director shall carry out all functions of the Director who made the appointment.
16.12 Save where
otherwise expressed, an alternate director shall be treated as a Director under these Articles.
16.13 An alternate
director is not the agent of the Director appointing him.
16.14 An alternate
director is not entitled to any remuneration for acting as alternate director.
Status
of the Director making the appointment
16.15 A Director
who has appointed an alternate is not thereby relieved from the duties which he owes the Company.
37
17 Powers of Directors
Powers
of Directors
17.1 Subject to
the provisions of the Act, the Memorandum and these Articles, the business of the Company shall be
managed by the Directors who may for that purpose exercise all the powers of the Company.
17.2 No prior act
of the Directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles.
However, to the extent allowed by the Act, following the consummation of the IPO, Members may by Special
Resolution validate any prior or future act of the Directors which would otherwise be in breach of
their duties.
Appointments
to office
17.3 The Directors
may appoint a Director:
(a) as
chairman of the Board;
(b) as
vice-chairman of the Board;
(c) as
managing Director;
(d) to
any other executive office
for
such period and on such terms, including as to remuneration, as they think fit.
17.4 The appointee
must consent in writing to holding that office.
17.5 Where a chairman
is appointed he shall, unless unable to do so, preside at every meeting of Directors.
17.6 If there is
no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own
chairman; or the Directors may nominate one of their number to act in place of the chairman should
he ever not be available.
17.7 Subject to
the provisions of the Act, the Directors may also appoint and remove any person, who need not be a
Director:
(a) as
Secretary; and
(b) to
any office that may be required (including, for the avoidance of doubt, one or more chief
executive officers, presidents, a chief financial officer, a treasurer, vice-presidents,
one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant
secretaries),
for
such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given
any title the Directors decide.
17.8 The Secretary
or Officer must consent in writing to holding that office.
38
17.9 A director,
Secretary or other Officer of the Company may not hold the office, or perform the services, of Auditor.
Remuneration
17.10 The remuneration
to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine,
provided that no cash remuneration shall be paid to any director prior to the consummation of a Business
Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination,
be entitled to be paid all out of pocket expenses properly incurred by them in connection with activities
on behalf of the Company, including identifying and consummating a Business Combination.
17.11 Remuneration
may take any form and may include arrangements to pay pensions, health insurance, death or sickness
benefits, whether to the Director or to any other person connected to or related to him.
17.12 Unless his
fellow Directors determine otherwise, a Director is not accountable to the Company for remuneration
or other benefits received from any other company which is in the same group as the Company or which
has common shareholdings.
Disclosure
of information
17.13 The Directors
may release or disclose to a third party any information regarding the affairs of the Company, including
any information contained in the Register of Members relating to a Member, (and they may authorise
any Director, Officer or other authorised agent of the Company to release or disclose to a third party
any such information in his possession) if:
(a) the
Company or that person, as the case may be, is lawfully required to do so under the laws
of any jurisdiction to which the Company is subject; or
(b) such
disclosure is in compliance with the rules of any stock exchange upon which the Company’s
shares are listed; or
(c) such
disclosure is in accordance with any contract entered into by the Company; or
(d) the
Directors are of the opinion such disclosure would assist or facilitate the Company’s
operations.
18 Delegation of
powers
Power
to delegate any of the Directors’ powers to a committee
18.1 The Directors
may delegate any of their powers to any committee consisting of one or more persons who need not be
Members. Persons on the committee may include non-directors so long as the majority of those persons
are Directors.
18.2 The delegation
may be collateral with, or to the exclusion of, the Directors’ own powers.
39
18.3 The delegation
may be on such terms as the Directors think fit, including provision for the committee itself to delegate
to a sub-committee; save that any delegation must be capable of being revoked or altered by the Directors
at will.
18.4 Unless otherwise
permitted by the Directors, a committee must follow the procedures prescribed for the taking of decisions
by Directors.
Power
to appoint an agent of the Company
18.5 The Directors
may appoint any person, either generally or in respect of any specific matter, to be the agent of the
Company with or without authority for that person to delegate all or any of that person’s powers. The
Directors may make that appointment:
(a) by
causing the Company to enter into a power of attorney or agreement; or
(b) in
any other manner they determine.
Power
to appoint an attorney or authorised signatory of the Company
18.6 The Directors
may appoint any person, whether nominated directly or indirectly by the Directors, to be the attorney
or the authorised signatory of the Company. The appointment may be:
(a) for
any purpose;
(b) with
the powers, authorities and discretions;
(c) for
the period; and
(d) subject
to such conditions
as
they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under
these Articles. The Directors may do so by power of attorney or any other manner they think fit.
18.7 Any power
of attorney or other appointment may contain such provision for the protection and convenience for
persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of
attorney or other appointment may also authorise the attorney or authorised signatory to delegate all
or any of the powers, authorities and discretions vested in that person.
Power
to appoint a proxy
18.8 Any Director
may appoint any other person, including another director, to represent him at any meeting of the Directors.
If a Director appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed
to be that of the appointing Director.
18.9 Articles 16.1
to 16.5 inclusive (relating to the appointment by Directors of alternate directors) apply, mutatis
mutandis, to the appointment of proxies by Directors.
40
18.10 A proxy is
an agent of the director appointing him and is not an officer of the Company.
19 Meetings of
Directors
Regulation
of Directors’ meetings
19.1 Subject to
the provisions of these Articles, the Directors may regulate their proceedings as they think fit.
Calling
meetings
19.2 Any Director
may call a meeting of Directors at any time. The Secretary, if any, must call a meeting of the Directors
if requested to do so by a Director.
Notice
of meetings
19.3 Every Director
shall be given notice of a meeting, although a Director may waive retrospectively the requirement to
be given notice. Notice may be oral. Attendance at a meeting without written objection shall be deemed
to be a waiver of such notice requirement.
Period
of notice
19.4 At least five
Clear Days’ notice of a meeting of Directors must be given to Directors. A meeting may be convened
on shorter notice with the consent of all Directors.
Use
of technology
19.5 A Director
may participate in a meeting of Directors through the medium of conference telephone, video or any
other form of communications equipment providing all persons participating in the meeting are able
to hear and speak to each other throughout the meeting.
19.6 A Director
participating in this way is deemed to be present in person at the meeting.
Place
of meetings
19.7 If all the
Directors participating in a meeting are not in the same place, they may decide that the meeting is
to be treated as taking place wherever any of them is.
Quorum
19.8 The quorum
for the transaction of business at a meeting of Directors shall be two unless the Directors fix some
other number or unless the Company has only one Director.
Voting
19.9 A question
which arises at a Board meeting shall be decided by a majority of votes. If votes are equal the chairman
may, if he wishes, exercise a casting vote.
41
Validity
19.10 Anything
done at a meeting of Directors is unaffected by the fact that it is later discovered that any person
was not properly appointed, or had ceased to be a Director, or was otherwise not entitled to vote.
Recording
of dissent
19.11 A Director
present at a meeting of Directors shall be presumed to have assented to any action taken at that meeting
unless:
(a) his
dissent is entered in the minutes of the meeting; or
(b) he
has filed with the meeting before it is concluded signed dissent from that action; or
(c) he
has forwarded to the Company as soon as practical following the conclusion of that meeting
signed dissent.
A
Director who votes in favour of an action is not entitled to record his dissent to it.
Written
resolutions
19.12 The Directors
may pass a resolution in writing without holding a meeting if all Directors sign a document or sign
several documents in the like form each signed by one or more of those Directors.
19.13 Despite the
foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly
appointed proxy need not also be signed by the appointing Directors. If a written resolution is signed
personally by the appointing director, it need not also be signed by his alternate or proxy.
19.14 Such written
resolution shall be as effective as if it had been passed at a meeting of the Directors duly convened
and held; and it shall be treated as having been passed on the day and at the time that the last Director
signs.
Sole
director’s minute
19.15 Where a sole
director signs a minute recording his decision on a question, that record shall constitute the passing
of a resolution in those terms.
20 Permissible
Directors’ interests and disclosure
Permissible
interests subject to disclosure
20.1 Save as expressly
permitted by these Articles or as set out below, a director may not have a direct or indirect interest
or duty which conflicts or may possibly conflict with the interests of the Company.
42
20.2 If, notwithstanding
the prohibition in the preceding Article, a Director discloses to his fellow Directors the nature and
extent of any material interest or duty in accordance with the next Article, he may:
(a) be
a party to, or otherwise interested in, any transaction or arrangement with the Company or
in which the Company is or may otherwise be interested; or
(b) be
interested in another body corporate promoted by the Company or in which the Company is otherwise
interested. In particular, the director may be a director, secretary or officer of, or employed
by, or be a party to any transaction or arrangement with, or otherwise interested in, that
other body corporate.
20.3 Such disclosure
may be made at a meeting of the Board or otherwise (and, if otherwise, it must be made in writing).
The director must disclose the nature and extent of his direct or indirect interest in or duty in relation
to a transaction or arrangement or series of transactions or arrangements with the Company or in which
the Company has any material interest.
20.4 If a director
has made disclosure in accordance with the preceding Article, then he shall not, by reason only of
his office, be accountable to the Company for any benefit that he derives from any such transaction
or arrangement or from any such office or employment or from any interest in any such body corporate,
and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest
or benefit.
Notification
of interests
20.5 For the purposes
of the preceding Articles:
(a) a
general notice that a director gives to the other Directors that he is to be regarded as
having an interest of the nature and extent specified in the notice in any transaction or
arrangement in which a specified person or class of persons is interested shall be deemed
to be a disclosure that he has an interest in or duty in relation to any such transaction
of the nature and extent so specified; and
(b) an
interest of which a director has no knowledge and of which it is unreasonable to expect him
to have knowledge shall not be treated as an interest of his.
Voting
where a director is interested in a matter
20.6 A director
may vote at a meeting of Directors on any resolution concerning a matter in which that director has
an interest or duty, whether directly or indirectly, so long as that director discloses any material
interest pursuant to these Articles. The director shall be counted towards a quorum of those present
at the meeting. If the director votes on the resolution, his vote shall be counted.
20.7 Where proposals
are under consideration concerning the appointment of two or more Directors to offices or employment
with the Company or any body corporate in which the Company is interested, the proposals may be divided
and considered in relation to each director separately and each of the Directors concerned shall be
entitled to vote and be counted in the quorum in respect of each resolution except that concerning
his or her own appointment.
43
21 Minutes
The
Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.
22 Accounts and
audit
Accounting
and other records
22.1 The Directors
must ensure that proper accounting and other records are kept, and that accounts and associated reports
are distributed in accordance with the requirements of the Act.
No
automatic right of inspection
22.2 Members are
only entitled to inspect the Company’s records if they are expressly entitled to do so by law, or by
resolution made by the Directors or passed by Ordinary Resolution.
Sending
of accounts and reports
22.3 The Company’s
accounts and associated Directors’ report or auditor’s report that are required or permitted to be
sent to any person pursuant to any law shall be treated as properly sent to that person if:
(a) they
are sent to that person in accordance with the notice provisions: or
(b) they
are published on a website providing that person is given separate notice of:
(i) the
fact that publication of the documents has been published on the website;
(ii) the
address of the website; and
(iii) the
place on the website where the documents may be accessed; and
(iv) how
they may be accessed.
22.4 If, for any
reason, a person notifies the Company that he is unable to access the website, the Company must, as
soon as practicable, send the documents to that person by any other means permitted by these Articles.
This, however, will not affect when that person is taken to have received the documents under the next
Article.
44
Time
of receipt if documents are published on a website
22.5 Documents
sent by being published on a website in accordance with the preceding two Articles are only treated
as sent at least five Clear Days before the date of the meeting at which they are to be laid if:
(a) the
documents are published on the website throughout a period beginning at least five Clear
Days before the date of the meeting and ending with the conclusion of the meeting; and
(b) the
person is given at least five Clear Days’ notice of the hearing.
Validity
despite accidental error in publication on website
22.6 If, for the
purpose of a meeting, documents are sent by being published on a website in accordance with the preceding
Articles, the proceedings at that meeting are not invalidated merely because:
(a) those
documents are, by accident, published in a different place on the website to the place notified;
or
(b) they
are published for part only of the period from the date of notification until the conclusion
of that meeting.
Audit
22.7 The Directors
may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.
22.8 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 Designated
Stock Exchange, 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 SEC and the Designated Stock Exchange.
The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances
dictate.
22.9 If the Shares
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.
22.10 The remuneration
of the Auditor shall be fixed by the Audit Committee (if one exists).
22.11 If the office
of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of
acting by reason of illness or other disability at a time when his services are required, the Directors
shall fill the vacancy and determine the remuneration of such Auditor.
45
22.12 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 of the Company such information
and explanation as may be necessary for the performance of the duties of the Auditor.
22.13 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.
23 Financial year
Unless
the Directors otherwise specify, the financial year of the Company:
(a) shall
end on 31st December in the year of its incorporation and each following
year; and
(b)
shall begin when it was incorporated and on 1st January each following year.
24 Record dates
Except
to the extent of any conflicting rights attached to Shares, the Directors may fix any time and date as the record date for:
(a) calling
a general meeting;
(b) declaring
or paying a dividend;
(c) making
or issuing an allotment of Shares; or
(d) conducting
any other business required pursuant to these Articles.
The
record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.
25 Dividends
Declaration
of dividends by Members
25.1 Subject to
the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance with
the respective rights of the Members but no dividend shall exceed the amount recommended by the Directors.
46
Payment
of interim dividends and declaration of final dividends by Directors
25.2 The Directors
may pay interim dividends or declare final dividends in accordance with the respective rights of the
Members if it appears to them that they are justified by the financial position of the Company and
that such dividends may lawfully be paid.
25.3 Subject to
the provisions of the Act, in relation to the distinction between interim dividends and final dividends,
the following applies:
(a) Upon
determination to pay a dividend or dividends described as interim by the Directors in the
dividend resolution, no debt shall be created by the declaration until such time as payment
is made.
(b) Upon
declaration of a dividend or dividends described as final by the Directors in the dividend
resolution, a debt shall be created immediately following the declaration, the due date to
be the date the dividend is stated to be payable in the resolution.
If
the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.
25.4 In relation
to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following
applies:
(a) If
the share capital is divided into different classes, the Directors may pay dividends on Shares
which confer deferred or non-preferred rights with regard to dividends as well as on Shares
which confer preferential rights with regard to dividends but no dividend shall be paid on
Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential
dividend is in arrears.
(b) The
Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate
if it appears to them that there are sufficient funds of the Company lawfully available for
distribution to justify the payment.
(c) If
the Directors act in good faith, they shall not incur any liability to the Members holding
Shares conferring preferred rights for any loss those Members may suffer by the lawful payment
of the dividend on any Shares having deferred or non-preferred rights.
Apportionment
of dividends
25.5 Except as
otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according
to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned
and paid proportionately to the amount paid up on the Shares during the time or part of the time in
respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for
dividend as from a particular date, that Share shall rank for dividend accordingly.
47
Right
of set off
25.6 The Directors
may deduct from a dividend or any other amount payable to a person in respect of a Share any amount
due by that person to the Company on a call or otherwise in relation to a Share.
Power
to pay other than in cash
25.7 If the Directors
so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly
by the distribution of assets. If a difficulty arises in relation to the distribution, the Directors
may settle that difficulty in any way they consider appropriate. For example, they may do any one or
more of the following:
(a) issue
fractional Shares;
(b) fix
the value of assets for distribution and make cash payments to some Members on the footing
of the value so fixed in order to adjust the rights of Members; and
(c) vest
some assets in trustees.
How
payments may be made
25.8 A dividend
or other monies payable on or in respect of a Share may be paid in any of the following ways:
(a) if
the Member holding that Share or other person entitled to that Share nominates a bank account
for that purpose - by wire transfer to that bank account; or
(b) by
cheque or warrant sent by post to the registered address of the Member holding that Share
or other person entitled to that Share.
25.9 For the purpose
of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record
and the bank account nominated may be the bank account of another person. For the purpose of paragraph
(b) of the preceding Article, subject to any applicable law or regulation, the cheque or warrant shall
be made to the order of the Member holding that Share or other person entitled to the Share or to his
nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant
shall be a good discharge to the Company.
25.10 If two or
more persons are registered as the holders of the Share or are jointly entitled to it by reason of
the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount)
payable on or in respect of that Share may be paid as follows:
(a) to
the registered address of the Joint Holder of the Share who is named first on the Register
of Members or to the registered address of the deceased or bankrupt holder, as the case may
be; or
(b) to
the address or bank account of another person nominated by the Joint Holders, whether that
nomination is in writing or in an Electronic Record.
48
25.11 Any Joint
Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of
that Share.
Dividends
or other moneys not to bear interest in absence of special rights
25.12 Unless provided
for by the rights attached to a Share, no dividend or other monies payable by the Company in respect
of a Share shall bear interest.
Dividends
unable to be paid or unclaimed
25.13 If a dividend
cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the
Directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate
account, the Company shall not be constituted trustee in respect of that account and the dividend
shall remain a debt due to the Member.
25.14 A dividend
that remains unclaimed for a period of six years after it became due for payment shall be forfeited
to, and shall cease to remain owing by, the Company.
26 Capitalisation
of profits
Capitalisation
of profits or of any share premium account or capital redemption reserve
26.1 The Directors
may resolve to capitalise:
(a) any
part of the Company’s profits not required for paying any preferential dividend (whether
or not those profits are available for distribution); or
(b) any
sum standing to the credit of the Company’s share premium account or capital redemption reserve,
if any.
The
amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way
of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:
(a) by
paying up the amounts unpaid on that Member’s Shares;
(b) by
issuing Fully Paid Shares, debentures or other securities of the Company to that Member or
as that Member directs. The Directors may resolve that any Shares issued to the Member in
respect of partly paid Shares (Original Shares) rank for dividend only to the extent
that the Original Shares rank for dividend while those Original Shares remain partly paid.
Applying
an amount for the benefit of members
26.2 The amount
capitalised must be applied to the benefit of Members in the proportions to which the Members would
have been entitled to dividends if the amount capitalised had been distributed as a dividend.
49
26.3 Subject to
the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member, the Directors
may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.
27 Share premium
account
Directors
to maintain share premium account
27.1 The Directors
shall establish a share premium account in accordance with the Act. They shall carry to the credit
of that account from time to time an amount equal to the amount or value of the premium paid on the
issue of any Share or capital contributed or such other amounts required by the Act.
Debits
to share premium account
27.2 The following
amounts shall be debited to any share premium account:
(a) on
the redemption or purchase of a Share, the difference between the nominal value of that Share
and the redemption or purchase price; and
(b) any
other amount paid out of a share premium account as permitted by the Act.
27.3 Notwithstanding
the preceding Article, on the redemption or purchase of a Share, the Directors may pay the difference
between the nominal value of that Share and the redemption purchase price out of the profits of the
Company or, as permitted by the Act, out of capital.
28 Seal
Company
seal
28.1 The Company
may have a seal if the Directors so determine.
Duplicate
seal
28.2 Subject to
the provisions of the Act, the Company may also have a duplicate seal or seals for use in any place
or places outside the Cayman Islands. Each duplicate seal shall be a facsimile of the original seal
of the Company. However, if the Directors so determine, a duplicate seal shall have added on its face
the name of the place where it is to be used.
When
and how seal is to be used
28.3 A seal may
only be used by the authority of the Directors. Unless the Directors otherwise determine, a document
to which a seal is affixed must be signed in one of the following ways:
(a) by
a director (or his alternate) or any Officer to which authority has been delegated by resolution
duly adopted by the Directors; or
(b) by
a single director (or his alternate).
50
If
no seal is adopted or used
28.4 If the Directors
do not adopt a seal, or a seal is not used, a document may be executed in the following manner:
(a) by
a director (or his alternate) and the Secretary; or
(b) by
a single director (or his alternate); or
(c) in
any other manner permitted by the Act.
Power
to allow non-manual signatures and facsimile printing of seal
28.5 The Directors
may determine that either or both of the following applies:
(a) that
the seal or a duplicate seal need not be affixed manually but may be affixed by some other
method or system of reproduction;
(b) that
a signature required by these Articles need not be manual but may be a mechanical or Electronic
Signature.
Validity
of execution
28.6 If a document
is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid
merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person
who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary
or hold that office and authority on behalf of the Company.
29 Indemnity
Indemnity
29.1 To the maximum
extent permitted by Applicable Law, the Company shall indemnify each existing or former Director (including
alternate director), Secretary and other Officer of the Company (including an investment adviser or
an administrator or liquidator) and their personal representatives against:
(a) all
actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or
sustained by the existing or former Director (including alternate director), Secretary and
Officer in or about the conduct of the Company’s business or affairs or in the execution
or discharge of the existing or former Director’s (including alternate director’s), Secretary’s
and Officer’s duties, powers, authorities or discretions; and
(b) without
limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing
or former Director (including alternate director), Secretary or Officer in defending (whether
successfully or otherwise) any civil, criminal, administrative or investigative proceedings
(whether threatened, pending or completed) concerning the Company or its affairs in any court
or tribunal, whether in the Cayman Islands or elsewhere.
No
such existing or former Director (including alternate director), Secretary or Officer, however, shall be indemnified in respect of any
matter arising out of his own dishonesty, actual fraud, wilful default or wilful neglect.
51
29.2 To the extent
permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by
way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including
alternate director), Secretary or Officer of the Company in respect of any matter identified in paragraph
(a) or paragraph (b) of the preceding Article on condition that the Director (including alternate director),
Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately
found not liable to indemnify the Director (including alternate director), Secretary or that Officer
for those legal costs.
Release
29.3 To the extent
permitted by Applicable Law, the Company may by Special Resolution release any existing or former Director
(including alternate director), Secretary or other Officer of the Company from liability for any loss
or damage or right to compensation which may arise out of or in connection with the execution or discharge
of the duties, powers, authorities or discretions of his office; but there may be no release from liability
arising out of or in connection with that person’s own dishonesty, actual fraud, wilful default or
wilful neglect.
Insurance
29.4 To the extent
permitted by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract
insuring each of the following persons against risks determined by the Directors, other than liability
arising out of that person’s own dishonesty, fraud, wilful default and wilful neglect:
(a) an
existing or former director (including alternate director), Secretary or Officer or auditor
of:
(i) the
Company;
(ii) a
company which is or was a subsidiary of the Company;
(iii) a
company in which the Company has or had an interest (whether direct or indirect); and
(b) a
trustee of an employee or retirement benefits scheme or other trust in which any of the persons
referred to in paragraph (a) is or was interested.
52
Form
of notices
29.5 Save where
these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles
shall be:
(a) in
writing signed by or on behalf of the giver in the manner set out below for written notices;
or
(b) subject
to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic
Signature and authenticated in accordance with Articles about authentication of Electronic
Records; or
(c) where
these Articles expressly permit, by the Company by means of a website.
Electronic
communications
29.6 Without limitation
to Articles 16.1 to 16.5 inclusive (relating to the appointment and removal by Directors of alternate
Directors) and to Articles 18.8 to 18.10 inclusive (relating to the appointment by Directors of proxies),
a notice may only be given to the Company in an Electronic Record if:
(a) the
Directors so resolve or otherwise accept the notice; or
(b) any
Director or Officer provides the giver of the notice an electronic address to which the notice
may be sent and a notice is sent to that address within a reasonable period of time.
If
the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.
29.7 A notice may
not be given by Electronic Record to a person other than the Company unless the recipient has notified
the giver of an Electronic address to which notice may be sent.
Persons
authorised to give notices
29.8 A notice by
either the Company or a Member pursuant to these Articles may be given on behalf of the Company or
a Member by a director or company secretary of the Company or a Member.
Delivery
of written notices
29.9 Save where
these Articles provide otherwise, a notice in writing may be given personally to the recipient, or
left at (as appropriate) the Member’s or director’s registered address or the Company’s registered
office, or posted to that registered address or registered office.
Joint
holders
29.10 Where Members
are joint holders of a Share, all notices shall be given to the Member whose name first appears in
the Register of Members.
53
Signatures
29.11 A written
notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a
way as to indicate its execution or adoption by the giver.
29.12 An Electronic
Record may be signed by an Electronic Signature.
Evidence
of transmission
29.13 A notice
given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the
time, date and content of the transmission, and if no notification of failure to transmit is received
by the giver.
29.14 A notice
given in writing shall be deemed sent if the giver can provide proof that the envelope containing
the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly
transmitted to the recipient.
Giving
notice to a deceased or bankrupt Member
29.15 A notice
may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy
of a Member by sending or delivering it, in any manner authorised by these Articles for the giving
of notice to a Member, 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, if any, supplied for that purpose
by the persons claiming to be so entitled.
29.16 Until such
an address has been supplied, a notice may be given in any manner in which it might have been given
if the death or bankruptcy had not occurred.
Date
of giving notices
29.17 A notice
is given on the date identified in the following table.
Method
for giving notices
When
taken to be given
Personally
At
the time and date of delivery
By
leaving it at the member’s registered address
At
the time and date it was left
By
posting it by prepaid post to the street or postal address of that recipient
48
hours after the date it was posted
By
Electronic Record (other than publication on a website), to recipient’s Electronic address
Within
24 hours after it was sent
By
publication on a website
See
the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website
54
Saving
provision
29.18 None of the
preceding notice provisions shall derogate from the Articles about the delivery of written resolutions
of Directors and written resolutions of Members.
30 Authentication
of Electronic Records
Application
of Articles
30.1 Without limitation
to any other provision of these Articles, any notice, written resolution or other document under these
Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other
Officer of the Company, shall be deemed to be authentic if either Article 30.2 or Article 30.4 applies.
Authentication
of documents sent by Members by Electronic means
30.2 An Electronic
Record of a notice, written resolution or other document sent by Electronic means by or on behalf of
one or more Members shall be deemed to be authentic if the following conditions are satisfied:
(a) the
Member or each Member, as the case may be, signed the original document, and for this purpose
Original Document includes several documents in like form signed by one or more of
those Members; and
(b) the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction
of, that Member to an address specified in accordance with these Articles for the purpose
for which it was sent; and
(c) Article
30.7 does not apply.
30.3 For example,
where a sole Member signs a resolution and sends the Electronic Record of the original resolution,
or causes it to be sent, by facsimile transmission to the address in these Articles specified for that
purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article
30.7 applies.
Authentication
of document sent by the Secretary or Officers of the Company by Electronic means
30.4 An Electronic
Record of a notice, written resolution or other document sent by or on behalf of the Secretary or one
or more Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:
(a) the
Secretary or each Officer, as the case may be, signed the original document, and for this
purpose Original Document includes several documents in like form signed by the Secretary
or one or more of those Officers; and
55
(b) the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction
of, the Secretary or that Officer to an address specified in accordance with these Articles
for the purpose for which it was sent; and
(c) Article
30.7 does not apply.
This
Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the
Company.
30.5 For example,
where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a
PDF version which is attached to an email sent to the address in these Articles specified for that
purpose, the PDF version shall be deemed to be the written resolution of that director unless Article
30.7 applies.
Manner
of signing
30.6 For the purposes
of these Articles about the authentication of Electronic Records, a document will be taken to be signed
if it is signed manually or in any other manner permitted by these Articles.
Saving
provision
30.7 A notice,
written resolution or other document under these Articles will not be deemed to be authentic if the
recipient, acting reasonably:
(a) believes
that the signature of the signatory has been altered after the signatory had signed the original
document; or
(b) believes
that the original document, or the Electronic Record of it, was altered, without the approval
of the signatory, after the signatory signed the original document; or
(c) otherwise
doubts the authenticity of the Electronic Record of the document
and
the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender
may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.
31 Transfer by
way of continuation
31.1 The Company
may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:
(a) the
Cayman Islands; or
(b) such
other jurisdiction in which it is, for the time being, incorporated, registered or existing.
56
31.2 To give effect
to any resolution made pursuant to the preceding Article, the Directors may cause the following:
(a) an
application be made to the Registrar of Companies to deregister the Company in the Cayman
Islands or in the other jurisdiction in which it is for the time being incorporated, registered
or existing; and
(b) all
such further steps as they consider appropriate to be taken to effect the transfer by way
of continuation of the Company.
32 Winding up
Distribution
of assets in specie
32.1 If the Company
is wound up, the Members may, subject to these Articles and any other sanction required by the Act,
pass a Special Resolution allowing the liquidator to do either or both of the following:
(a) to
divide in specie among the Members the whole or any part of the assets of the Company and,
for that purpose, to value any assets and to determine how the division shall be carried
out as between the Members or different classes of Members;
(b) to
vest the whole or any part of the assets in trustees for the benefit of Members and those
liable to contribute to the winding up.
No
obligation to accept liability
32.2 No Member
shall be compelled to accept any assets if an obligation attaches to them.
The
Directors are authorised to present a winding up petition
32.3 The Directors
have the authority to present a petition for the winding up of the Company to the Grand Court of the
Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.
33 Amendment of
Memorandum and Articles
Power
to change name or amend Memorandum
33.1 Subject to
the Act and Article 33.2, the Company may, by Special Resolution:
(a) change
its name; or
(b) change
the provisions of its Memorandum with respect to its objects, powers or any other matter
specified in the Memorandum.
57
Power
to amend these Articles
33.2 Subject to
the Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles
in whole or in part, save that no amendment may be made to the Memorandum or Articles to amend:
(a) Article
35 prior to the Business Combination unless the holders of the Public Shares are provided
with the opportunity to redeem their Public Shares upon the approval of any such amendment
in the manner and for the price as set out in Article 35.11; or
(b) this
Article 33.2 during the Target Business Acquisition Period;
34 Mergers and
Consolidations
The
Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as
the Directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.
35 Business Combination
35.1 Articles 35.1
to 35.11 shall terminate upon consummation of any Business Combination.
35.2
The Company has until 12 months from the consummation of the IPO to
consummate a Business Combination, provided however that if the Board of Directors anticipates that the Company may not be able to consummate
a Business Combination within 12 months of the consummation of the IPO, the Company may, by Special Resolution extend such date by which
the Company must consummate a Business Combination by amending this Article in accordance with Article 35.11. In the event that the Company
does not consummate a Business Combination within 12 months (unless extended by Special Resolution) from the consummation of the IPO (such
date being referred to as the Termination Date), such failure shall trigger an automatic redemption of the Public Shares (an Automatic
Redemption Event) and the Directors of the Company shall take all such action necessary to (i) cease all operations except for the
purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the Public
Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption
Price, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us or
necessary to pay our taxes; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval
of our remaining Members and our Directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Act
to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the
holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public
Shares.
35.3 Unless a shareholder
vote is required by law or the rules of the Designated Stock Exchange, or, at the sole discretion of
the Directors, the Directors determine to hold a shareholder vote for business or other reasons, the
Company may enter into a Business Combination without submitting such Business Combination to its Members
for approval.
58
35.4 Although not
required, in the event that a shareholder vote is held, and a majority of the votes of the Shares entitled
to vote thereon which were present at the meeting to approve the Business Combination are voted for
the approval of such Business Combination, the Company shall be authorised to consummate the Business
Combination.
35.5
(a) In
the event that a Business Combination is consummated by the Company other than in connection
with a shareholder vote under Article 35.4, the Company will, subject to as provided below,
offer to redeem the Public Shares for cash in accordance with Rule 13e-4 and Regulation 14E
of the Exchange Act and subject to any limitations (including but not limited to cash requirements)
set forth in the definitive transaction agreements related to the initial Business Combination
(the Tender Redemption Offer), provided however that the Company shall not redeem
those Shares held by the Initial Shareholders or their affiliates or the Directors or officers
of the Company pursuant to such Tender Redemption Offer, whether or not such holders accept
such Tender Redemption Offer. The Company will file tender offer documents with the SEC prior
to consummating the Business Combination which contain substantially the same financial and
other information about the Business Combination and the redemption rights as would be required
in a proxy solicitation pursuant to Regulation 14A of the Exchange Act. In accordance with
the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business
Days and the Company will not be permitted to consummate its Business Combination until the
expiry of such period. If a Member holding Public Shares accepts the Tender Redemption Offer
and the Company has not otherwise withdrawn the tender offer, the Company shall, promptly
after the consummation of the Business Combination, pay such redeeming Member, on a pro rata
basis, cash equal to the applicable Per-Share Redemption Price.
(b) In
the event that a Business Combination is consummated by the Company in connection with a
shareholder vote held pursuant to Article 35.4 in accordance with a proxy solicitation pursuant
to Regulation 14A of the Exchange Act (the Redemption Offer), the Company will, subject
as provided below, offer to redeem the Public Shares, other than those Shares held by the
Initial Shareholders or their affiliates or the Directors or officers of the Company, regardless
of whether such shares are voted for or against the Business Combination, for cash, on a
pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price,
provided however that: (i) the Company shall not redeem those Shares held by the Initial
Shareholders or their affiliates or the Directors or officers of the Company pursuant to
such Redemption Offer, whether or not such holders accept such Redemption Offer; and (ii)
any other redeeming Member who either individually or together with any affiliate of his
or any other person with whom he is acting in concert or as a “group” (as such
term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem, without
the consent of the Directors, more than fifteen percent (15%) of the total Public Shares
sold in the IPO.
59
(c) In
no event will the Company consummate the Tender Redemption Offer or the Redemption Offer
under Article 35.5 (a) or 35.5(b) or an Amendment Redemption Event under Article 35.11 if
such redemptions would cause the Company to have net tangible assets of less than US$5,000,001
or any greater net tangible asset or cash requirement which may be contained in the agreement
relating to the Business Combination.
35.6 A holder of
Public Shares shall be entitled to receive distributions from the Trust Account only in the event of
an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption
Offer or a Redemption Offer where the Business Combination is consummated. In no other circumstances
shall a holder of Public Shares have any right or interest of any kind in or to the Trust Account.
35.7 Prior to a
Business Combination, the Company will not issue any securities (other than Public Shares) that would
entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business
Combination.
35.8 In the event
the Company enters into a Business Combination with a company that is affiliated with the Sponsor or
any of the Directors or officers of the Company, the Company will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that
such a Business Combination is fair to the holders of the Public Shares from a financial point of view.
35.9 The Company
will not effectuate a Business Combination with another “blank cheque” company or a similar
company with nominal operations.
35.10 Immediately
after the Company’s IPO, that amount of the proceeds received by the Company in or in connection with
the IPO (including proceeds of any exercise of the underwriter’s over-allotment option and any proceeds
from the simultaneous private placement of like units comprising like securities to those included
in the IPO by the Company) as is described in the Company’s registration statement on Form S-1 filed
with the SEC (the Registration Statement) at the time it goes effective as shall be deposited
in the Trust Account shall be so deposited and thereafter held in the Trust Account until released
in the event of a Business Combination or otherwise in accordance with this Article 35. Neither the
Company nor any officer, director or employee of the Company will disburse any of the proceeds held
in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption
Event or in payment of the acquisition price for any shares which the Company elects to purchase,
redeem or otherwise acquire in accordance with this Article 35, in each case in accordance with the
trust agreement governing the Trust Account; provided that interest earned on the Trust Account (as
described in the Registration Statement) may be released from time to time to the Company to pay the
Company’s tax obligations.
35.11 In the event
the Directors of the Company propose any amendment to Article 35 or to any of the other rights of
the Shares as set out at Article 2.5 prior to, but not for the purposes of approving or in conjunction
with the consummation of, a Business Combination that would affect the substance or timing of the
Company’s obligations as described in this Article 35 to pay or to offer to pay the Per-Share
Redemption Price to any holder of the Public Shares (an Amendment) and such Amendment is duly
approved by a Special Resolution of the Members (an Approved Amendment), the Company will offer
to redeem the Public Shares of any Member for cash, on a pro rata basis, at a per-share amount equal
to the applicable Per-Share Redemption Price (an Amendment Redemption Event), provided however
that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates
or the Directors or officers of the Company pursuant to such offer, whether or not such holders accept
such offer.
60
36 Certain Tax
Filings
36.1 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 of
the Company. 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.
37 Business Opportunities
37.1 In recognition
and anticipation of the facts that: (a) Directors and Officers of the Company may serve as Directors
and/or officers of other entities which engage in the same or similar activities or related lines of
business as those in which the Company engages; (b) Directors, managers, officers, members, partners,
managing members, employees and/or agents of one or more members of the Sponsor Group (each of the
foregoing, a Sponsor Group Related Person) may serve as Directors and/or officers of the Company;
and (c) the Sponsor Group engages, and may continue to engage in the same or similar activities or
related lines of business as those in which the Company, directly or indirectly, may engage and/or
other business activities that overlap with or compete with those in which the Company, directly or
indirectly, may engage, the provisions under this heading “Business Opportunities” are
set forth to regulate and define the conduct of certain affairs of the Company as they may involve
the Sponsor Group and the Sponsor Group Related Persons, and the powers, rights, duties and liabilities
of the Company and its Directors, Officers and Members in connection therewith.
37.2 To the fullest
extent permitted by Applicable Law, the Directors and Officers of the Company, the Sponsor Group and
the Sponsor Group Related Persons (each of the foregoing, a Relevant Person) shall have no 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 either a Relevant Person, 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,
a Relevant Person 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 of the Company solely by reason of the fact that such Relevant Person
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, unless such opportunity is expressly offered to such Relevant Person solely in their
capacity as a director or Officer of the Company and the opportunity is one the Company is permitted
to complete on a reasonable basis.
61
37.3 Except as
provided elsewhere in the Articles, the Company hereby 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 both the Company and a Relevant Person, about which a director
and/or officer of the Company who is also a Relevant Person acquires knowledge.
37.4 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.
38 Exclusive Jurisdiction
and Forum
38.1 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 Act, 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).
38.2 Each Member
irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such
claims or disputes.
38.3 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.
38.4 This Article
38 shall not apply to any actions 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 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.
62
EX-4.1 — RIGHTS AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT
EX-4.1
Filename: ea029076001ex4-1.htm · Sequence: 4
Exhibit 4.1
RIGHTS AGREEMENT
This Rights Agreement (this
“Agreement”) is made as of May 12, 2026 between Breeze Acquisition Corp. II, a Cayman Islands exempted company,
with offices at 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039 (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York
10004 (the “Rights Agent”).
WHEREAS, the Company is engaged
in a public offering (the “Public Offering”) of units, each unit (a “Unit”) comprised
of one ordinary share, par value $0.0001 per share (an “Ordinary Share”) and one right. Each right entitles
the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the happening of the triggering event described herein (the “Public
Rights”), and, in connection therewith, the Company will issue and deliver up to 14,375,000 Public Rights to the public
investors; and
WHEREAS, simultaneously with
the Public Offering, Breeze Sponsor II, LLC (the “Sponsor”) will purchase up to 475,625 private placement units
(the “Private Units”) at $10.00 per Private Unit for a total purchase price of $4,756,250, with each Private
Unit consisting of one Ordinary Share and one right to receive one-fifth (1/5) of one Ordinary Share upon the happening of the triggering
event described herein (the “Private Rights” and together with the Public Rights, the “Rights”);
WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “SEC”) Registration Statement on Form S-1, File No. 333-291575
(the “Registration Statement”), and related prospectus (the “Prospectus”) for the
registration, under the Securities Act of 1933, as amended (the “Act”), of, among other securities, the Public
Rights and the Ordinary Shares issuable to the holders of the Public Rights; and
WHEREAS, the Company desires
the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration,
transfer and exchange of the Rights; and
WHEREAS, the Company desires
to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation
of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on
behalf of the Rights 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 Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Rights.
2.1. Form of Right.
Each Right shall be issued in registered form only, 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 Chairman of the Board or Chief Executive Officer
and the Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature
has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right 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. Notwithstanding anything herein
to the contrary, any Rights, or portion thereof, may be issued as part of, and be represented by, a Unit, and any Right may be issued
in uncertificated or book-entry form through the Rights Agent and/or the facilities of The Depository Trust Company (the “Depositary”)
or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee
thereof. Any Right so issued shall have the same terms, force and effect as a certificated Right that has been duly countersigned by the
Rights Agent in accordance with the terms of this Agreement.
2.2. Effect of Countersignature.
Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be
exchanged for Ordinary Shares.
2.3. Registration.
2.3.1. Right Register.
The Rights Agent shall maintain books (the “Right Register”) for the registration of original issuance and the
registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights
Agent by the Company.
2.3.2. Registered Holder.
Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in
whose name such Right shall be registered upon the Right Register (the “registered holder”) as the absolute
owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on certificate evidencing
such Right (the “Right Certificate“) made by anyone other than the Company or the Rights Agent), for the purpose
of the exchange thereof, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the
contrary.
2.4. Detachability of Rights.
The securities comprising the Units, including the Rights, will not be separately transferable until the earlier to occur of: (i) the
52nd day following the date of the Prospectus or (ii) the announcement by IB Capital LLC (the “Representative”),
as representative of the underwriters in the Public Offering, of its intention to allow separate earlier trading (the “Detachment
Date”), except that in no event will the securities comprising the Units be separately tradeable until (i) the Company files
a Current Report on Form 8-K with the SEC which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds
of the Public Offering, including the proceeds received by the Company from the exercise of the over-allotment option if the over-allotment
option is exercised by the date thereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K with the SEC
announcing when such separate trading shall begin. Upon the Detachment Date, the Units will no longer trade, and each holder of Units
will become, without any action by such holder, the holder of that number of Ordinary Shares and Rights comprising the Units held by such
holder.
3. Terms and Exchange of Rights
3.1. Rights. Each Right
shall entitle the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the happening of an Exchange Event (defined below).
No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange Event
as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be
required to net cash settle the Rights or issue fractional Ordinary Shares.
2
3.2. Exchange Event.
An “Exchange Event” shall occur upon the Company’s consummation of an initial Business Combination (as
defined in the Company’s Amended and Restated Memorandum and Articles of Association).
3.3. Exchange of Rights.
3.3.1. Issuance of Ordinary
Shares. Upon the occurrence of an Exchange Event, the Company shall issue to each registered holder of the Rights the number of full
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 issue to
such registered holder(s) a certificate or book-entry position for such shares. Notwithstanding the foregoing, or any provision contained
in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue
fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange
of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To
the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association, the Company reserves
the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated
Memorandum and Articles of Association, which would include the rounding down of any entitlement to receive Ordinary Shares to the nearest
whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement
(without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until
the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any consideration in
lieu of cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the
Rights may be considered less than the value that the holder would otherwise expect to receive.
3.3.2. Valid Issuance.
All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.
3.3.3. Date of Issuance.
Each person in whose name any such certificate or book-entry position for Ordinary Shares is issued shall for all purposes be deemed to
have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate
or entry of position; provided that, the Company shall take all necessary action to update its register of members to reflect such issuance.
3.3.4 Company Not Surviving
Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting entity, the
definitive agreement will provide for the registered holders to receive the same per share consideration the holders of the Ordinary Shares
will receive in such transaction, for the number of shares such holder is entitled to pursuant to subsection 3.3.1 above. If the
Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder of a Right will automatically receive
the one-fifth (1/5) of one Ordinary Share underlying each right (without paying any additional consideration) upon consummation of the
Exchange Event.
3.5 Duration of Rights.
If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum and Articles
of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.
3
4. Transfer and Exchange of Rights.
4.1. Registration of Transfer.
The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such
Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon
any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled by
the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.
4.2. Procedure for Surrender
of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon
the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered,
representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive
legend and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not cancel such Right and issue new
Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that such transfer may be
made and indicating no restrictive legend is required.
4.3. Fractional Rights.
The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right
Certificate for a fraction of a Right.
4.4. Service Charges.
No service charge shall be made for any exchange or registration of transfer of Rights.
4.5. Adjustments to Conversion
Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange
Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization,
recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring
on or after the date hereof and prior to the Exchange Event.
4.6. Right Execution and
Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent,
will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.
5. Other Provisions Relating to Rights of Holders
of Rights.
5.1. No Rights as Shareholder.
Until the exchange of a Right for Ordinary Shares and registration of the holder on the Company’s register of members as provided
for herein, a Right 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 pursuant
to the memorandum and articles of association of the Company.
5.2. Lost, Stolen, Mutilated,
or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights 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 Right, include the surrender
thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new
Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Right shall be at any time enforceable by anyone.
4
5.3. 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 exchange of all outstanding Rights issued pursuant to this Agreement.
6. Concerning the Rights Agent and Other Matters.
6.1. 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 Rights Agent in respect
of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay any transfer
taxes in respect of the Rights or such Ordinary Shares, which shall be the obligation of the holder.
6.2. Resignation, Consolidation,
or Merger of Rights Agent.
6.2.1. Appointment of Successor
Rights Agent. The Rights 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 Rights Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place
of the Rights 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 Rights Agent or by the holder of the Right (who shall, with such notice, submit his,
her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights 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 Rights
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with
like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such
successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor
Rights 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 Rights Agent all such authority, powers, rights, immunities, duties, and obligations.
6.2.2. Notice of Successor
Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights
Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.
6.2.3. Merger or Consolidation
of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement
without any further act.
6.3. Fees and Expenses of Rights Agent.
6.3.1. Remuneration.
The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse
the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.
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6.3.2. 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 Rights Agent for the carrying out or performing
of the provisions of this Agreement.
6.4. Liability of Rights
Agent.
6.4.1. Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Rights 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 or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
6.4.2. Indemnity. The
Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6
below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of
the Rights Agent’s gross negligence, willful misconduct, or bad faith.
6.4.3. Exclusions. The
Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Right (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 Right; 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 Right or as to whether any Ordinary
Shares will when issued be valid and fully paid and nonassessable.
6.5. Acceptance of Agency.
The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth.
6.6 Waiver. The Rights
Agent hereby waives any 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 (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
7. Miscellaneous Provisions.
7.1. Successors. All
the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit
of their respective successors and assigns.
7.2. Notices. Any notice,
statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right 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 days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with
the Rights Agent), as follows:
Breeze Acquisition
Corp. II
955 W. John Carpenter Fwy, Suite 100-929
Irving, TX 75039
Attn: J. Douglas Ramsey, Ph.D.
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with a copy to:
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
Attn: Cavas S. Pavri, Esq.
Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights 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 Rights Agent with the Company), as follows:
Continental Stock Transfer & Trust
Company
One State Street, 30th Floor
New York, New York 10004
Attn: Account Administration
with a copy to:
Allen Overy Shearman Sterling US LLP
800 Capitol Street, Suite 2200
Houston, TX 77002
Attn: William B. Nelson, Esq.; Taylor
E. Landry, Esq.
and
IB Capital LLC
1200 N Federal Hwy, Suite 215
Boca Raton, FL 33432
Attn: James Michael McCrory
7.3. Applicable Law and
Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects
by the laws of the State of New York. 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 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.
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Any person or entity purchasing
or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this
Section 7.3. If any action, the subject matter of which is within the scope 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 Rights holder, such Rights 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 Rights holder in any such enforcement action by service upon such Rights holder’s
counsel in the foreign action as agent for such Rights holder.
7.4. 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 Rights and, for the purposes of Sections 7.4 and 7.8 hereof, the Representative, any right, remedy or claim under
or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. The Representative shall be deemed
to be a third-party beneficiary of this Agreement with respect to Sections 7.4 and 7.8 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
the Representative with respect to the Sections 7.4 and 7.8 hereof) and their successors and assigns and of the registered
holders of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent
of the Representative.
7.5. Examination of the
Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough
of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any such
holder to submit his, her or its Right for inspection by it.
7.6. 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.
7.7. 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.
7.8 Amendments. This
Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective provision contained herein or 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 shall require the written consent or vote
of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified,
amended or deleted without the prior written consent of the Representative.
7.9 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.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.
BREEZE ACQUISITION CORP. II
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
/s/ Stacy Aqui
Name:
Stacy Aqui
Title:
Vice President
[Signature Page to Rights Agreement]
EX-10.1 — LETTER AGREEMENT, DATED MAY 12, 2026, BY AND AMONG THE COMPANY, BREEZE SPONSOR II, LLC, IB CAPITAL LLC, AND EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY
EX-10.1
Filename: ea029076001ex10-1.htm · Sequence: 5
Exhibit 10.1
May 12, 2026
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy.
Suite 100-929
Irving, TX 75039
Re: Initial Public Offering
Gentlemen:
This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and IB Capital
LLC, as an underwriter and representative of the several underwriters named thereto (the “Representative,” and
together with the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an
underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units
(including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each
comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one
right (each, a “Right”). Each Right entitles the holder thereof to receive one-fifth (1/5) of one Ordinary Share
upon the consummation of the Company’s initial Business Combination. The Units will be sold in the Public Offering pursuant to a
registration statement on Form S-1 and accompanying prospectus (the “Prospectus”) filed by the Company with
the Securities and Exchange Commission (the “Commission”) and the Units have been approved to be 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, Breeze Sponsor II, LLC (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and
the Representative, solely in its capacity as a security holder of the Company (each, 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 Share Capital owned by it, him or her in favor of any proposed Business Combination and
(ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder approval. If the Company engages in a
tender offer in connection with any proposed Business Combination, each Insider agrees that it, he or she will not seek to sell its, his
or her Ordinary Shares to the Company in connection with such tender offer.
2. The Sponsor and each Insider
hereby agrees that in the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Public
Offering, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the
purpose of winding up, dissolution, or liquidation, (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
subject to lawfully available funds therefor, redeem 100% of the 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
its taxes (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay winding up, dissolution or liquidation
expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’
rights as shareholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agree
not to propose any amendment to the Company’s amended and restated memorandum and articles of association (the “Charter”)
that would modify (i) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does
not complete a Business Combination within 12 months from the closing of the Public Offering or (ii) the other provisions relating to
shareholders’ rights or pre-initial Business Combination activities, 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 (which interest shall be net of amounts released for payment of taxes)
divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive and undertake not to exercise its,
his or her redemption rights with respect to Ordinary Shares owned by it, him or her in connection with a shareholder vote to approve
an amendment to the Company’s Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100% of
the Offering Shares if the Company does not complete a Business Combination within 12 months from the closing of the Public Offering or
(B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity.
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 or any
other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or Representative Shares (as
applicable) held by it, him or her. The Sponsor and each Insider hereby further waives and undertakes not to exercise, 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 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 in the context of a tender offer made by the Company to purchase Ordinary 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 a Business Combination within 12 months from the date of the closing of the Public Offering).
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 Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to
any Units, shares of Share Capital, Rights 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, Share Capital, Rights 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). Each of the Insiders and the Sponsor acknowledges
and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7
below, the Company shall announce the impending release or waiver by press release through a major news service at least two business
days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after
the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely
to permit a transfer of securities that is not for consideration and (ii) 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.
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4. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor) 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, or any claim whatsoever) to which the Company may become subject as a result of any claim
by (i) any third party (other than the Company’s independent accountants) for services rendered or products sold to the Company
or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement
for a Business Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
(other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of
funds in the Trust Account to below (i) $10.025 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust Account
as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, in each case, net of the amount
of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party
(including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under
the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be
responsible to the extent of any liability for such third-party claims. The Sponsor 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 Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.
5. To the extent that the
Underwriters do not exercise its over-allotment option to purchase up to an additional 1,875,000 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 in
the aggregate equal to 658,784. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full
by the Underwriters so that the Initial Shareholders will own an aggregate of 26.0% of the Company’s issued and outstanding Share
Capital after the Public Offering (excluding the Representative Shares and Private Placement Shares).
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 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 until the earlier of (A) six months after the completion of the
Company’s initial Business Combination or earlier if, subsequent to the Company’s initial Business Combination, the closing
price of the Ordinary Shares equals or exceeds $15.00 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 after the Company’s initial Business Combination
and (B) the date following the Company’s initial 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 Ordinary
Shares for cash, securities or other property.
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(b) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Private Placement Shares or Private Placement Rights (or Ordinary Shares issued or issuable
upon the conversion of the Private Placement Rights) until 30 days after the completion of the Company’s initial Business Combination.
(c) Notwithstanding the provisions
set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Shares, Private Placement Rights, and Ordinary
Shares issued or issuable upon the conversion of the Private Placement Rights that are held by the Sponsor, any Insider or any of their
permitted transferees (that have complied with this paragraph 7(c)), are permitted (i) to our officers, directors, advisors or consultants,
any affiliate or family member of any of our 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;
(ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member
of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual,
by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic
relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection
with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than
the price at which the shares or Share Rights were originally purchased; (vi) pro rata distributions from our sponsor to its respective
members, partners or shareholders pursuant to our sponsor’s limited liability company agreement or other charter documents; (vii)
by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; (viii) in
the event of our liquidation prior to our consummation of our initial business combination; (ix) in the event that, subsequent to our
consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which
results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property; or (x) to
a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however,
that in the case of clauses (i) through (vii) and clause (x) these permitted transferees must enter into a written agreement agreeing
to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.
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 Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer 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: (i) payment to the Company’s
Chief Executive Officer and Corporate Controller for a total of $10,000 per month, which fees began to accrue on August 1, 2025, increasing
to $15,000 per month starting on November 1, 2025; (ii) reimbursement for any out-of-pocket expenses related to identifying, investigating
and consummating an initial Business Combination; and (iii) 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 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,
a portion of the working capital 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 units at a price of
$10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units.
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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 a director of the Company and hereby consents to being named in the Prospectus as an officer and/or a 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) “Share Capital” shall mean, collectively,
the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the 5,050,676 Ordinary Shares
of the Company, par value $0.0001 per share, held by the Sponsor (up to an aggregate of 658,784 shares of which are subject to complete
or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriters); (iv) “Initial
Shareholders” shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v)
“Private Placement Units” shall mean an aggregate of 447,500 units of the Company (or 475,625 units if the over-allotment
option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $4,475,000 in the aggregate (or
$4,756,250 if the over-allotment option is exercised in full), or $10.00 per unit, in a private placement that shall occur simultaneously
with the consummation of the Public Offering, with such Private Placement Units identical to the Company’s Units; (vi) “Private
Placement Shares” shall mean the Ordinary Shares included in the Private Placement Units; (vii) “Private Placement
Rights” shall mean the rights included in the Private Placement Units; (viii) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (ix) “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 Units shall be deposited; (x)
“Representative Shares” shall mean the 350,000 Ordinary Shares issued by the Company to the Representative prior
to the commencement of the Public Offering; and (xi) “Transfer” shall mean the (a) sale or assignment 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. 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.
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13. 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.
14. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation 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.
15. 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.
16. 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.
17. This Letter 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. 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.
18. 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 facsimile transmission.
[Signature Page Follows]
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Sincerely,
BREEZE ACQUISITION CORP. II
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Chief Executive Officer
BREEZE SPONSOR II, LLC
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Managing Member
IB CAPITAL LLC
By:
/s/ Dan Thayer
Name:
Dan Thayer
Title:
Principal
/s/ J. Douglas Ramsey
J. Douglas Ramsey
/s/ Richard Cabell
Richard Cabell
/s/ Charles M. Balch
Charles M. Balch
/s/ Rick Baldwin
Rick Baldwin
/s/ Michael J. Pine
Michael J. Pine
/s/ Anthony Przybyslawski
Anthony Przybyslawski
[Signature Page to Letter Agreement]
EX-10.2 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE
EX-10.2
Filename: ea029076001ex10-2.htm · Sequence: 6
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”)
is made effective as of May 12, 2026, by and between Breeze 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. 333-291575 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”)
entitling the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the consummation of the Company’s Business Combination
(as defined below) (such initial public offering hereinafter referred to as the “Offering”), 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 IB Capital LLC, as underwriter and representative
of the several underwriters named thereto (“Representative,” and, together with the other underwriters named
in the Underwriting Agreement, the “Underwriters”); and
WHEREAS, as described in the
Prospectus, $125,312,500 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting
Agreement) (or $144,109,375 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, 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) in the
United States, maintained by the Trustee, 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, either (i) invest and reinvest the Property solely 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 or (ii) deposit the Property into an interest bearing or non-interest bearing bank demand deposit account at a U.S. chartered
commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory to the Company,
as determined by the Company; 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;
(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 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
after (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 Chief Executive Officer, President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released
to the Company to pay its taxes, only as directed in the Termination Letter and the other documents referred to therein, (y) upon the
date which is the later of (i) 12 months after the closing of the Offering; or (ii) 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, 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 not previously released to the Company to pay its taxes
(less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders
of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially
deposited in the Trust Account;
(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, 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 wire transfer, and the Company shall forward such payment to the relevant taxing authority; provided, however,
that to the extent there is not sufficient 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 so long as there is no reduction
in the principal amount per share initially deposited in the Trust Account plus any additional amounts required to be deposited, calculated
on a per share basis, 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. 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 (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);
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(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, the Trustee
shall distribute to the Public Shareholders of record as of such date 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 Company’s
amended and restated memorandum and articles of association (a) to modify the substance or timing of the ability of Public Shareholders
to seek redemption in connection with an a Business Combination or the Company’s obligation to redeem 100% of its Ordinary Shares
included in the Units sold in the Offering (the “public shares”) if the Company has not consummated a Business
Combination within such time as is described in the Company’s amended and restated memorandum and articles of association or (b)
with respect to any other provisions relating to shareholders’ rights or pre-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 subsections 1(i), 1(j) or 1(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, Chief Executive Officer, President or Secretary.
In addition, except with respect to its duties under subsections 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 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 subsection 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 or delayed. 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 or delayed. 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 the consummation of the Business Combination (as defined below). 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 subsection 2(c), Schedule A and as may be provided
in subsection 2(b) hereof;
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(d) In connection with any vote
of the Company’s shareholders regarding a merger, capital 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) 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; and
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 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 reasonable 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, 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;
4
(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, income tax obligations,
except pursuant to subsection 1(j) hereof; or
(k) Verify calculations, qualify
or otherwise approve the Company’s written requests for distributions pursuant to subsections 1(i), 1(j) and 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
subsection 2(b) or subsection 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 subsection 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to subsection 2(b).
6. Miscellaneous.
(a) The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth below 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.
5
(b) 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. 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. 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) This Agreement or any provision
hereof may only be changed, amended or modified pursuant to subsection 6(c) hereof with the Consent of the Shareholders (as defined
below), it being the specific intention of the parties hereto that each of the Company’s shareholders is, and shall be, a third-party
beneficiary of this subsection 6(d) with the same right and power to enforce this subsection 6(d) as the other parties hereto.
For purposes of this subsection 6(d), the “Consent of the Shareholders” means receipt by the Trustee
of a certificate from the inspector of elections of the shareholder meeting certifying that either (i) the Company’s shareholders
of record as of a record date established in accordance with the Company’s amended and restated memorandum and articles of association,
who hold a minimum of two-thirds of all then outstanding Ordinary Shares, have voted in favor of such change, amendment or modification,
or (ii) the Company’s shareholders of record as of the record date who hold a minimum of two-thirds of all then outstanding Ordinary
Shares have delivered to such entity a signed written resolution approving such change, amendment or modification. No such amendment will
affect any Public Shareholder who has otherwise indicated his election to redeem his Ordinary Shares in connection with a shareholder
vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary
Shares if the Company does not complete its Business Combination within the time frame specified in the Company’s amended and restated
memorandum and articles of association. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved
of all liability to any party for executing the proposed amendment in reliance thereon.
(e) 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.
(f) 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 email transmission:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez
Email: fwolf@continentalstock.com
cgonzalez@continentalstock.com
6
if to the Company, to:
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy.
Suite 100-929
Irving, TX 75039
Attn: J. Douglas Ramsey
Email: [●]
in each case, with copies to:
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
Attn: Cavas S. Pavri, Esq.
Email: cavas.pavri@afslaw.com
and
Allen Overy Shearman Sterling US LLP
800 Capitol Street
Suite 2200
Houston, TX 77002
Attn: William B. Nelson, Esq.; Taylor E. Landry, Esq.
Email: bill.nelson@aoshearman.com; taylor.landry@aoshearman.com
(g) 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.
(h) 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.
(i) 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.
(j) Each of the Company and
the Trustee hereby acknowledges and agrees that the Representative is a third-party beneficiary of this Agreement.
(k) 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]
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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
BREEZE ACQUISITION CORP. II
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Chief Executive Officer
[Signature Page to Investment Management Trust Agreement]
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 by wire transfer or check.
$ 8,000
Transaction processing fee for disbursements to Company under subsections 1(i), 1(j) and 1(k)
Billed to Company following disbursement made to Company under Section 1
$ 150
Paying Agent services as required pursuant to subsections 1(i) and 1(k)
Billed to Company upon delivery of service pursuant to subsections 1(i) and 1(k)
Prevailing rates
EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to subsection
1(i) of the Investment Management Trust Agreement between Breeze Acquisition Corp. II (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●] (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (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 of the consummation
of the Business Combination (or such shorter time period as you may agree) (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, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and
to transfer the proceeds into 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. It is acknowledged and agreed that while the funds are on deposit in the trust operating account
at J.P. Morgan Chase Bank, N.A., awaiting distribution, the Company will not earn any interest or dividends.
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
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 by the Chief Executive Officer or President 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
the amounts owed to Public Shareholders who have properly exercised their redemption rights 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 we have 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 subsection 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such written instruction as soon thereafter as possible.
[Signature Page Follows]
Very truly yours,
BREEZE ACQUISITION CORP. II
By:
Name:
Title:
Agreed and acknowledged by:
IB CAPITAL LLC
By:
Name:
James Michael McCrory
Title:
Chief Executive Officer
EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to subsection
1(i) of the Investment Management Trust Agreement between Breeze Acquisition Corp. II (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of [●] (the “Trust Agreement”), this is to advise
you that the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s
amended and restated memorandum and articles of association, 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, we hereby authorize 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. 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 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 amended and
restated memorandum and articles of association of 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,
except to the extent otherwise provided in subsection 1(i) of the Trust Agreement.
(1)
12 months from the closing of the Offering (or such earlier date as the Company’s board of directors
may approve), or at a later date, if extended.
Very truly yours,
BREEZE ACQUISITION CORP. II
By:
Name:
Title:
cc:
IB Capital LLC
EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account - Tax Payment Withdrawal
Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to subsection
1(j) of the Investment Management Trust Agreement between Breeze Acquisition Corp. II (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of [●] (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 as set forth on the attached tax return or tax statement. 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,
BREEZE ACQUISITION CORP. II
By:
Name:
Title:
cc:
IB Capital LLC
EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Shareholder Redemption Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to subsection
1(k) of the Investment Management Trust Agreement between Breeze Acquisition Corp. II (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of [●] (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 into a segregated account held by you on behalf of the Beneficiaries. 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 Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s
obligation to redeem 100% of its public Ordinary Shares if the Company has not consummated a Business Combination within such time as
is described in the Company’s amended and restated memorandum and articles of association or with respect to any other provisions
relating to shareholders’ rights or pre-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 into a segregated account held by you on behalf of the Beneficiaries
to be distributed to the redeeming Public Shareholders in accordance with your customary procedures.
Very truly yours,
BREEZE ACQUISITION CORP. II
By:
Name:
Title:
cc:
IB Capital LLC
EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED MAY 12, 2026, BY AND AMONG THE COMPANY AND THE HOLDERS SIGNATORY THERETO
EX-10.3
Filename: ea029076001ex10-3.htm · Sequence: 7
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of May 12, 2026, is made and entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”),
Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed
on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this
Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS, the Company and the
Sponsor entered into that certain Securities Subscription Agreement, dated as of September 4, 2025, pursuant to which the Sponsor purchased
an aggregate of 4,791,667 ordinary shares (the “Founder Shares”) of the Company, par value $0.0001 per share
(the “Ordinary Shares”);
WHEREAS, the Company and the
Sponsor entered into that certain Amended and Restated Securities Subscription Agreement, dated as of October 21, 2025, pursuant to which
the Sponsor purchased an additional 259,009 Ordinary Shares, resulting in the Sponsor holding an aggregate of 5,050,676 Ordinary Shares,
up to 658,784 of which will be forfeited 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 identical to the Ordinary Shares, except that they are subject to certain transfer restrictions; the initial shareholders and insiders
have entered into a letter agreement waiving and undertaking not to exercise certain redemption rights prior to the completion of the
Company’s initial Business Combination (as defined in Article I below) and certain rights to liquidating distributions;
and the shares are subject to registration rights;
WHEREAS, on or about the date
hereof, the Company and the Sponsor entered into that certain Private Placement Unit Purchase Agreement, pursuant to which the Sponsor
agreed to purchase an aggregate of 447,500 units (or up to 475,625 units to the extent that the over-allotment option in connection with
the Company’s initial public offering is exercised) (the “Private Placement Units”) at a price of $10.00
per unit, in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering
(and the closing of the over-allotment option, if applicable);
WHEREAS, on or about the date
hereof, the Company and IB Capital LLC (“IBC”) entered into that certain Underwriting Agreement, pursuant to
which IBC or its designees will receive an aggregate of 350,000 Ordinary Shares (the “Representative Shares”),
in a transaction occurring simultaneously with the closing of the Company’s initial public offering; and
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 certain officers and directors of the Company 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 Units (“Working Capital Units”) at a price of $10.00
per unit; 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 I
DEFINITIONS
1.1 Definitions. The
terms defined in this Article I 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 Chief 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 hereto.
“Board”
shall mean the Board of Directors of the Company.
“Business Combination”
shall mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.
“Commission”
shall mean the Securities and Exchange Commission.
“Company”
shall have the meaning given in the Preamble hereto.
“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.
2
“Founder Shares
Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) six months after
the completion of the Business Combination or earlier if, subsequent to the Business Combination, the closing price of the Ordinary Shares
equals or exceeds $15.00 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 Business Combination, or (B) the date following
the 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 Ordinary Shares for cash, securities or other property.
“Holders”
shall have the meaning given in the Preamble hereto.
“Insider Letter” shall mean that certain
letter agreement, dated as of May 12, 2026, by and among the Company, the Sponsor, the Representative, the Co-Manager 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 or Private Placement Lock-up Period, as the case may be, under the Insider Letter,
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 Private Placement Units that are held by the initial purchasers of such Private
Placement Units or their Permitted Transferees, and any Ordinary Shares issued or issuable upon the conversion of the Private Placement
Units and that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the period ending 30
days after the completion of the Business Combination.
“Private Placement
Units” shall have the meaning given in the Recitals hereto.
“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, (b) the Private Placement Units (including any Ordinary Shares underlying the Private Placement Units
or issued or issuable upon the conversion of any share rights included in such Private Placement Units), (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, (d) the Working Capital Units and any Ordinary Shares issued or issuable
upon the conversion of the Working Capital Units, (e) the Representative Shares, and (f) any other equity security of the Company issued
or issuable with respect to any such Ordinary Share by way of a share dividend or share split 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); or (E) such securities have been sold to, or
through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
3
“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.
“Requesting Holder”
shall have the meaning given in subsection 2.1.1.
“Representative
Shares” shall have the meaning given in the Recitals hereto.
“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.
“Sponsor”
shall have the meaning given in the Recitals hereto.
4
“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.
“Working Capital
Units” shall have the meaning given in the Recitals hereto.
ARTICLE II
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, the Holders of at least a majority in interest of the then-outstanding number of
Registrable Securities (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; 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. Notwithstanding the provisions
set forth herein, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities held
by IB Capital LLC (“IB Capital”) may only be exercised one (1) time and shall terminate on the fifth anniversary
of the effective date of the Company’s Form S-1 Registration Statement (file no. 333-291575) (the “Effective Date”).
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 after such stop order or injunction is removed, rescinded or otherwise terminated, 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.
5
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 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) 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), Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and
(ii), 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;
and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii),
Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant
to Section 2.2 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.
6
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. Notwithstanding the provisions set forth herein, the right
to a Piggyback Registration set forth under this subsection 2.2.1 with respect to the Registrable Securities held by IB Capital
shall terminate on the seventh anniversary of the Effective Date.
2.2.2 Reduction of Piggyback
Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration,
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 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 each Holder has so requested exercising its rights to register its Registrable Securities,
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;
7
(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, pro rata based on the number of Registrable
Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Holders have requested to be included in such Underwritten 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 Registrations on Form
S-3. Any Holder 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”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten
Offering. 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 Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 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 on Form S-3 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 Form S-3, 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 Section 2.3 hereof if (i) a
Form S-3 is not available for such offering; or (ii) 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.
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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 Chairman 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.
Section 2.5. Waiver and
Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that
such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
ARTICLE III
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;
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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 reasonably requested by the majority in interest of the Holders with Registrable Securities registered on such Registration Statement
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’ 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 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 or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof
to each seller of such Registrable Securities or its counsel;
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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-in-interest of the participating Holders), the Underwriters, if any,
and any attorney or accountant retained by such Holders or Underwriters 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 representative or Underwriter 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
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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 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 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 ninety (90) days in any 12-month period, 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 in writing 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.
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ARTICLE IV
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; 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. For the avoidance of doubt,
the obligation to indemnify under this subsection 4.1.2 shall be several, not joint and several, among the Holders of Registrable
Securities, and the total indemnification liability of a Holder under this subsection 4.1.2 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.
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 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.
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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.
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.
ARTICLE V
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, or electronic mail. 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, or electronic mail, 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: 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039, 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.
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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 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 (I) 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 AND (II)
THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW
YORK.
EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE,
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
15
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, 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, (a) any amendment
hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the share capital 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 and
(b) any amendment hereto or waiver hereof that adversely affects the rights of IB Capital shall require the consent of such entity. 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 without limitation on the amount of securities sold or the manner of sale and without
compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article
IV shall survive any termination.
[Signature Page Follows]
16
IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.
BREEZE ACQUISITION CORP. II
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Chief Executive Officer
BREEZE SPONSOR II, LLC
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Managing Member
IB CAPITAL LLC
By:
/s/ Dan Thayer
Name:
Dan Thayer
Title:
Principal
[Signature Page to Registration Rights Agreement]
EX-10.4 — ADMINISTRATIVE SERVICES AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND BREEZE SPONSOR II, LLC
EX-10.4
Filename: ea029076001ex10-4.htm · Sequence: 8
Exhibit 10.4
Breeze Acquisition Corp. II
955 W. John Carpenter
Fwy.
Suite 100-929
Irving, TX 75039
May 12, 2026
Re: Administrative Services Agreement
Ladies and Gentlemen:
This letter agreement by and
between Breeze Acquisition Corp. II (the “Company”) and Breeze Sponsor II, LLC (the “Sponsor”),
dated as of the date hereof, will confirm our agreement that, commencing at the time of the IPO closing and continuing until the earlier
of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
(i) The Sponsor shall make
available, or cause to be made available, to the Company, at 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039 (or any successor
location of the Company), certain office space, utilities, secretarial support and other administrative and consulting services as may
be reasonably required by the Company. In exchange therefor, the Company shall pay to Sponsor the sum of $5,000 per month commencing at
the time of the IPO closing and continuing monthly thereafter until the Termination Date; and
(ii) The 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.
This letter 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 letter 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 letter 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 letter agreement constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the Cayman Islands, without giving
effect to its choice of law principles.
[Signature Page Follows]
Very truly yours,
BREEZE ACQUISITION CORP. II
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Chief Executive Officer
AGREED TO AND ACCEPTED BY:
BREEZE SPONSOR II, LLC
By:
/s/ J. Douglas Ramsey
Name: J. Douglas Ramsey
Title: Managing Member
[Signature Page to Administrative Services Agreement]
EX-10.5 — PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND BREEZE SPONSOR II, LLC
EX-10.5
Filename: ea029076001ex10-5.htm · Sequence: 9
Exhibit 10.5
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 12,
2026, (as it may from time to time be amended, this “Agreement”), is entered into by and among Breeze Acquisition
Corp. II, a Cayman Islands exempted company (the “Company”) and Breeze Sponsor II, LLC, a Delaware limited liability
company (the “Sponsor” and the “Purchaser”).
WHEREAS, The Company intends
to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one ordinary share, par value $0.0001 per share (a “Share”), and one right (each, a “Right”),
each Right entitles the holder thereof to receive one-fifth (1/5) of one Share, as set forth in the Company’s registration statement
on Form S-1 related to the Public Offering (the “Registration Statement”).
WHEREAS, the Purchaser has
agreed to purchase an aggregate of 447,500 private placement units (or up to 475,625 if the Underwriters’ over-allotment option
in the Public Offering is exercised in full) (the “Private Placement Units”) at a purchase price of $10.00 per
unit, each Private Placement Unit consisting of one Share and one right to receive one-fifth (1/5) of one Share (each, a “Private
Placement Right”).
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 Units.
A. Authorization of the Private
Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.
B. Purchase and Sale of the
Private Placement Units.
(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 447,500 Private Placement Units at a price of $10.00 per unit for an aggregate purchase price of $4,475,000 (the “Purchase
Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the
Initial Closing Date in accordance with the Company’s wiring instructions. It is agreed that on the Initial Closing Date, Purchaser
will be responsible for purchasing a number of the Private Placement Units equal to the amount set forth opposite such Purchaser’s
name in Column A of Schedule I hereto (such Purchaser’s “Unit Purchase Commitment”). On the Initial Closing
Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the
Company, at its option, shall deliver certificates evidencing the Private Placement Units purchased by the Purchaser on such date duly
registered in the respective Purchaser’s name to the Purchaser or effect such delivery in book-entry form.
(ii) On the date of any 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, an “Over-allotment Closing Date,” and each Over-allotment Closing
Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company
shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 28,125 additional Private
Placement Units, in the same proportion as the amount of the option that is then so exercised, at a price of $10.00 per unit for an aggregate
purchase price of up to $281,250 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment
Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior
to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. It is agreed that on the Over-allotment
Closing Date, Purchaser will be responsible for purchasing up to the number of the Private Placement Units equal to the amount set forth
opposite such Purchaser’s name in Column B of Schedule I hereto (in the same proportion as the amount of the option that is then
so exercised). On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire
transfer of immediately available funds to the Company, the Company, at its option, shall deliver certificates evidencing the Private
Placement Units purchased by the Purchaser on such date duly registered in the respective Purchaser’s name to the Purchaser, or
effect such delivery in book-entry form.
C. Terms of the Private
Placement Units.
(i) The Rights underlying the
Private Placement Units (the “Private Rights”) shall have the terms set forth in a Rights Agreement to be entered
into by the Company and Continental Stock Transfer & Trust Company, as rights agent, in connection with the Public Offering (a “Rights
Agreement”).
(ii) At the time of, or prior
to, 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
Shares underlying the Private Placement Units (the “Private Shares”) and the Shares underlying the Private Rights.
(iii) The Purchaser acknowledges
and agrees that the Private Placement Units (including their underlying securities) and the related registration rights, to the extent
they are indirectly held by underwriters in the Public Offering, will be deemed compensation by the Financial Industry Regulation Authority
(“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period
of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales in the Public Offering,
subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Units (including its underlying securities) and the related registration
rights indirectly held by underwriters in the Public Offering may not be sold, transferred, assigned, pledged or hypothecated during the
foregoing 180-day period following the date of effectiveness of the Registration Statement or commencement of sales in the Public Offering
except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the underwriters
in the Public Offering and any such participating underwriter or selected dealer. Additionally, the Private Placement Units (including
its underlying securities) and the related registration rights indirectly held by underwriters in the Public Offering 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 immediately following the date of effectiveness of the Registration Statement or commencement of
sales in the Public Offering. Additionally, the underwriters in the Public Offering may not exercise demand or piggyback rights with respect
to the Private Placement Units (including its underlying securities) after five (5) and seven (7) years, respectively, from the date of
effectiveness of the Registration Statement or commencement of sales in the Public Offering and may not exercise demand rights on more
than one occasion, all in accordance with FINRA Rule 5110(g)(5).
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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 Units, the
Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:
A. Organization and Corporate
Power. The Company is an exempted company 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 Public Offering and the transactions contemplated by this Agreement, the Registration Rights
Agreement, and the Rights Agreement.
B. Authorization; No Breach.
(i) The execution, delivery
and performance of this Agreement and the Private Placement Units (and its underlying securities) have been duly authorized by the Company
as of each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its
terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Rights Agreement and this Agreement, the Private Placement
Units (and its underlying securities) will constitute valid and binding obligations of the Company, enforceable in accordance with their
terms as of each Closing Date.
(ii) The execution and delivery
by the Company of this Agreement and the Private Placement Units, the issuance and sale of the Private Placement Units, the issuance of
the Private Shares and the Shares upon conversion of the Private Placement Rights and the fulfillment of, and compliance with, the respective
terms hereof and thereof by the Company, do not and will not as of each 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 share capital 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 memorandum and articles of association of the Company (in effect on the date hereof or as may be amended 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 Rights Agreement, the Private Placement Units and
Private Shares will be duly and validly issued and the Shares issuable upon conversion of the Private Placement Rights will be duly and
validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Rights
Agreement, the Purchaser will have good title to the Private Placement Units, the Private Shares, and the Shares issuable upon conversion
of the Private Placement Rights, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder, under the Insider Letter (as defined below) 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 of 1933, as amended (the “Securities Act”).
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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 Units
to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each
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 each 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 Units, the Private Shares, and, upon conversion of the Private Placement Rights, the Shares issuable upon such conversion
(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) of Regulation D under the Securities Act, 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 decided to
enter into this Agreement not 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.
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(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) in a registered transaction 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 understand that Rule 144 under the Securities Act 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 Current
Reports on Form 8-K; 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 investments in the Securities.
Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Units are subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties.
The representations and warranties of the Company contained in Section 2 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, the Registration
Rights Agreement or the Rights Agreement.
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D. Rights Agreement and Registration
Rights Agreement. The Company shall have entered into the Rights Agreement with the Rights Agent and the Registration Rights Agreement,
each on terms satisfactory to the Purchaser.
E. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement,
the Registration Rights Agreement and the Rights Agreement, and the issuance and sale of the Securities.
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 each
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. 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, the Registration
Rights Agreement, or the Rights Agreement.
D. Rights Agreement and Registration
Rights Agreement. The Company shall have entered into the Rights Agreement with the Rights Agent and the Registration Rights Agreement,
each on terms satisfactory to the Purchaser.
E. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery, and performance of this Agreement,
the Registration Rights Agreement, and the Rights Agreement, and the issuance and sale of the Private Placement Units (and underlying
securities).
Section 6. Termination. This Agreement may be terminated at any time after 30 days from the
date hereof, 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 each 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.
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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.
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 simultaneously in two or more counterparts, none of which need contain the signatures of more than one party,
but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “pdf” signature page were an original thereof.
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]
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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.
COMPANY:
BREEZE ACQUISITION CORP. II
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Chief Executive Officer
PURCHASER:
BREEZE SPONSOR II, LLC
By:
/s/ J. Douglas Ramsey
Name:
J. Douglas Ramsey
Title:
Managing Member
[Signature Page to Private Placement Units Purchase
Agreement]
SCHEDULE I
Purchaser
Column A
Column B
BREEZE SPONSOR II, LLC
447,500
28,125
EX-10.6 — FORM OF INDEMNITY AGREEMENT, EACH DATED MAY 12, 2026, BY AND BETWEEN THE COMPANY AND EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY
EX-10.6
Filename: ea029076001ex10-6.htm · Sequence: 10
Exhibit 10.6
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of [●], by and between Breeze Acquisition Corp. II, a Cayman Islands exempted
company (the “Company”), and [●] (“Indemnitee”).
RECITALS
WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of such corporations;
WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice
among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and
trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company require
indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
provisions of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”). The Charter and the Companies
Act expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless,
exoneration, advancement and reimbursement rights;
WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement
is a supplement to and in furtherance of the Charter of the Company and any resolutions adopted pursuant thereto, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;
WHEREAS, Indemnitee
may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve
and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and
NOW, THEREFORE, in
consideration of the premises and the covenants contained herein and subject to the provisions of the Letter Agreement dated as of [●],
the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1. SERVICES TO THE COMPANY.
In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer,
director, advisor, key employee or any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed
or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding,
this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee
or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee
or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements
or commitments of the parties, if any.
2. DEFINITIONS. As
used in this Agreement:
(a) References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary
or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
(b) The terms “Beneficial
Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated
under the Exchange Act (as defined below) as in effect on the date hereof.
(c) A “Change in
Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
(i) Acquisition of Shares
by Third Party. Other than an affiliate of Breeze Sponsor II, LLC (the “Sponsor”), any Person (as defined
below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or
more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors,
unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction
in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition
was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under
part (iii) of this definition;
(ii) Change in Board of
Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination
for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still in office who
were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing
Directors”), cease for any reason to constitute at least a majority of the members of the Board;
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(iii) Corporate Transactions.
The effective date of a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination,
involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following
such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled
to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election
of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined
below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled
to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting
from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then
outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that
such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting
from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination;
(iv) Liquidation. The
approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale
or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current
receivables or escrows due (or, if such shareholder approval is not required, the decision by the Board to proceed with such a liquidation,
sale, or disposition in one transaction or a series of related transactions); or
(v) Other Events. There
occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or
any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined
below), whether or not the Company is then subject to such reporting requirement.
(d) “Corporate Status”
describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee
or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.
(e) “Cayman Islands
Court” shall mean the courts of the Cayman Islands.
(f) “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect
of which indemnification is sought by Indemnitee.
(g) “Enterprise”
shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent.
(h) “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.
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(i) “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all
reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in,
settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time
spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include
Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the
principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.
(j) References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the
request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which
imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referred to in this Agreement.
(k) “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that
neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.
(l) The term “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however,
that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment
benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly,
by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee
or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company
or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership
of shares of the Company.
(m) The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related
nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was
a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to
act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was
serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent
of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or
expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
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(n) The term “Subsidiary,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of
which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
3. INDEMNITY IN THIRD-PARTY
PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as
a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in
its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless
and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts
paid in settlement) actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s
conduct was unlawful.
4. INDEMNITY IN PROCEEDINGS
BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and
exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to
or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its
favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be
liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Islands Court shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION FOR
EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section
27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is
successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the
Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company
shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter.
If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law,
indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter
related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this
Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.
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6. INDEMNIFICATION FOR
EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee
is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party
or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
7. ADDITIONAL INDEMNIFICATION,
HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened
to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against
all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under
this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company
or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the
law.
8. CONTRIBUTION IN THE
EVENT OF JOINT LIABILITY.
(a) To the fullest extent permissible
under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to
Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee,
shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts
paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to
such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
(b) The Company shall not enter
into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding)
unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c) The Company hereby agrees
to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors
or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
9. EXCLUSIONS. Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses,
hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for which payment has actually
been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect
to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision
or otherwise;
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(b) for an accounting of profits
made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or
(c) except as otherwise provided
in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its
initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to
the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent
that such payments or Advances are unavailable from any insurance policy of the Company covering Indemnitee.
10. ADVANCES OF EXPENSES;
DEFENSE OF CLAIM.
(a) Notwithstanding any provision
of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall
pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection
with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time
to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest
free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses
and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions
of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement,
including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent
required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the
Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this
Agreement, the Charter of the Company, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee
for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.
(b) The Company will be entitled
to participate in the Proceeding at its own expense.
(c) The Company shall not settle
any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee
without Indemnitee’s prior written consent.
11. PROCEDURE FOR NOTIFICATION
AND APPLICATION FOR INDEMNIFICATION.
(a) Indemnitee agrees to notify
promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights,
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to Indemnitee under this Agreement, or otherwise.
7
(b) Indemnitee may deliver to
the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s)
may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his sole discretion. Following such a written
application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section
12(a) of this Agreement.
12. PROCEDURE UPON APPLICATION
FOR INDEMNIFICATION.
(a) A determination, if required
by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the
following methods, which shall be at the election of Indemnitee: (i) if no change of control has occurred, by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (ii) by a committee of such Disinterested Directors designated by majority vote
of such directors, (iii) if there are no Disinterested Directors or if such Disinterested Directors so direct, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee,(iv) if a change in control has occurred, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (v) by a vote of the shareholders. The
Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate
with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any
costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
(b) In the event the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall
be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request
that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice
to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so
selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee
or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver
to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written
request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either
the Company or Indemnitee may petition the Cayman Islands Court for resolution of any objection which shall have been made by the Company
or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the Cayman Islands Court, and the person with respect to whom all objections are so resolved or the person
so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then prevailing).
8
(c) The Company agrees to pay
the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any
and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
13. PRESUMPTIONS AND EFFECT
OF CERTAIN PROCEEDINGS.
(a) In making a determination
with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section
11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the
Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) If the person, persons or
entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not
have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of
entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled
to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination
that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended
for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect
to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or
information relating thereto.
(c) The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of
account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director,
trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board,
any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant
or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the
other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
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(e) The knowledge and/or actions,
or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14. REMEDIES OF INDEMNITEE.
(a) In the event that (i) a
determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty
(30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section
5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request
therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification
pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled
to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise
is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Cayman Islands Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
Except as set forth herein, the provisions of the Companies Act (without regard to its conflict of laws rules) shall apply to any such
arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination
shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits
and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c) In any judicial proceeding
or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated
and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled
to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer
to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If
Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the
Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to
indemnification (as to which all rights of appeal have been exhausted or lapsed).
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(d) If a determination shall
have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(e) The Company shall be precluded
from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company
is bound by all the provisions of this Agreement.
(f) The Company shall indemnify
and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within
ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable
law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i)
to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration,
advancement or contribution agreement or provision of the Charter now or hereafter in effect; or (ii) for recovery or advances under any
insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is
determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery,
as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(g) Interest shall be paid by
the Company to Indemnitee for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify,
hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held
harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made
to Indemnitee by the Company.
15. SECURITY. Notwithstanding
anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may
at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of Indemnitee.
16. NON-EXCLUSIVITY; SURVIVAL
OF RIGHTS; INSURANCE; SUBROGATION.
(a) The rights of Indemnitee
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Charter, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect
of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising
out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification,
hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter or this Agreement, it
is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No
right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
or remedy.
11
(b) The Companies Act and the
Charter permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but
not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on
behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as
a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company
would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the Companies Act,
as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way
limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and
the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations
of the Company or the other party or parties thereto under any such Indemnification Arrangement.
(c) To the extent that the Company
maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing
members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company,
Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available
for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies.
If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness,
deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such
Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.
(d) In the event of any payment
under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of
the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(e) The Company’s obligation
to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced
by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from
such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have
no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution
or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance
of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard
to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance
coverage rights against any person or entity other than the Company.
17. DURATION OF
AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as
a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or
agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long
as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee
pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any
such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
12
18. SEVERABILITY. If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest
extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law
and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested thereby.
19. ENFORCEMENT AND BINDING
EFFECT.
(a) The Company expressly confirms
and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve
as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in
serving as a director, officer or key employee of the Company.
(b) Without limiting any of
the rights of Indemnitee under the Charter of the Company as they may be amended from time to time, this Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The indemnification, hold
harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be
enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an
Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner,
manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the
benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d) The Company shall require
and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial
part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if
no such succession had taken place.
(e) The Company and Indemnitee agree herein
that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof,
and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may,
to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be
entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to
such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent
injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in
the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company
hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.
13
20. MODIFICATION AND WAIVER.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement
nor shall any waiver constitute a continuing waiver.
21. NOTICES. All notices,
requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if
delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
(a) If to Indemnitee, at the
address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(b) If to the Company, to:
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy.
Suite 100-929
Irving, TX 75039
Attn: J. Douglas Ramsey
With a copy, which shall not constitute notice, to
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
Attn: Cavas S. Pavri, Esq.
Email: cavas.pavri@afslaw.com
or to any other address as may have been furnished to Indemnitee in
writing by the Company.
22. APPLICABLE LAW AND
CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced
in accordance with, the laws of the Cayman Islands, without regard to its conflict of laws rules. Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee
hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall
be brought only in the Cayman Islands Court and not in any other state or federal court in the United States of America or any court in
any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman Islands Court for purposes of any action or proceeding
arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding
in the Cayman Islands Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in
the Cayman Islands Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To
the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such
action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient
service thereof.
14
23. IDENTICAL COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of
which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.
24. MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.
25. PERIOD OF LIMITATIONS.
No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause
of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to
any such cause of action such shorter period shall govern.
26. ADDITIONAL ACTS.
If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest
extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in
a manner that will enable the Company to fulfill its obligations under this Agreement.
27. WAIVER OF CLAIMS TO
TRUST ACCOUNT. Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”)
in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of
the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising
out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.
28. MAINTENANCE OF INSURANCE.
The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company
is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to
provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies.
In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same
rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
[Signature Page Follows]
15
IN WITNESS WHEREOF, the parties hereto
have caused this Indemnity Agreement to be signed as of the date first written above.
BREEZE ACQUISITION CORP. II
By:
Name:
J. Douglas Ramsey
Title:
Chief Executive Officer
INDEMNITEE
By:
Name:
Address:
[Signature Page to Indemnity Agreement]
EX-99.1 — PRESS RELEASE, DATED MAY 12, 2026
EX-99.1
Filename: ea029076001ex99-1.htm · Sequence: 11
Exhibit 99.1
Breeze Acquisition Corp. II Announces Pricing of $125,000,000 Initial
Public Offering
Irving, TX, May 12, 2026 (GLOBE NEWSWIRE) -- Breeze
Acquisition Corp. II (the “Company”) announced today that it priced its initial public offering of 12,500,000 units at a price
to the public of $10.00 per unit. The units are expected to commence trading on May 13, 2026 on the Nasdaq Global Market under the symbol
“BREZU.”
Each unit consists of one ordinary share and one
right. Each right entitles the holder to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial business combination.
Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be traded on the Nasdaq
Global Market under the symbols “BREZ” and “BREZR,” respectively.
IB Capital LLC and I-Bankers Securities, Inc.
are acting as book-running managers of the offering. The underwriters have been granted a 45-day option to purchase up to an additional
1,875,000 units offered by the Company to cover over-allotments, if any. The offering is expected to close on or about May 14, 2026, subject
to customary closing conditions.
The offering is being made only by means of a
prospectus. When available, copies of the prospectus related to this offering may be obtained from IB Capital LLC at 51 Kings Court St;
PH, San Juan, PR 00911.
A registration statement relating to the securities
was declared effective by the Securities and Exchange Commission (“SEC”) on May 12, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, 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.
About Breeze Acquisition Corp. II
Breeze Acquisition Corp. II is a blank check company
incorporated in the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses or entities. The Company intends to focus its initial search on target
businesses with global operations and differentiated technology or capabilities, particularly in healthcare, biotechnology, advanced manufacturing,
robotics, artificial intelligence, and related sectors. The net proceeds of the offering will be used to fund such business combination.
Forward-Looking Statements
This press release includes forward-looking statements
that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements,
including with respect to the closing of the initial public offering and the anticipated use of the net proceeds thereof, are subject
to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth
in the risk factors section of the prospectus used in connection with the Company’s initial public offering filed with the SEC,
copies of which are available on the SEC’s website, at www.sec.gov. No assurance
can be given the offering discussed above will be completed on the terms described, or at all, or the net proceeds of the offering will
be used as indicated. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change
in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
J. Douglas Ramsey
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy
Suite 100-929
Irving, TX 75039
(888) 273-9001
EX-99.2 — PRESS RELEASE, DATED MAY 14, 2026
EX-99.2
Filename: ea029076001ex99-2.htm · Sequence: 12
Exhibit 99.2
Breeze Acquisition
Corp. II Announces Closing of $125,000,000 Initial Public Offering
Irving, TX, May 14,
2026 (GLOBE NEWSWIRE) -- Breeze Acquisition Corp. II (NASDAQ: BREZU) (the “Company”) announced today the closing of its
initial public offering of 12,500,000 units, at a price to the public of $10.00 per unit. The units began trading on the Nasdaq Global
Market under the symbol “BREZU” on May 13, 2026.
Each unit consists of one ordinary share and one
right. Each right entitles the holder to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial business combination.
Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be traded on the Nasdaq
Global Market under the symbols “BREZ” and “BREZR,” respectively.
IB Capital LLC and I-Bankers Securities, Inc.
acted as book-running managers of the offering.
ArentFox Schiff LLP acted as counsel to the Company
and Allen Overy Shearman Sterling US LLP acted as counsel to the underwriters.
The offering was made
only by means of a prospectus. Copies of the prospectus related to this offering may be obtained from IB Capital LLC at 51 Kings Court Street, PH, San Juan, PR 00911.
A registration statement relating to the securities
was declared effective by the Securities and Exchange Commission (“SEC”) on May 12, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, 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.
About Breeze Acquisition Corp. II
Breeze Acquisition Corp. II is a blank check company
incorporated in the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses or entities. The Company intends to focus its initial search on target
businesses with global operations and differentiated technology or capabilities, particularly in healthcare, biotechnology, advanced manufacturing,
robotics, artificial intelligence, and related sectors. The net proceeds of the offering will be used to fund such business combination.
Forward-Looking Statements
This press release includes
forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial
public offering filed with the SEC, copies of which are available on the SEC’s website, at www.sec.gov. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect
any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any
statement is based, except as required by law.
Contact:
J. Douglas Ramsey
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy
Suite 100-929
Irving, TX 75039
(888) 273-9001
EX-99.3 — PRESS RELEASE, DATED MAY 15, 2026
EX-99.3
Filename: ea029076001ex99-3.htm · Sequence: 13
Exhibit 99.3
Breeze Acquisition
Corp. II Announces Closing of $15,000,000 Over-Allotment Option
Irving, TX, May 15,
2026 (GLOBE NEWSWIRE) – Breeze Acquisition Corp. II (NASDAQ: BREZU) (the “Company”) announced today the closing
of the underwriters’ partial exercise of the over-allotment option of 1,500,000 units, at a price to the public of $10.00 per unit,
for an aggregate initial public offering of 14,000,000 units. The units began trading on the Nasdaq Global Market under the symbol “BREZU”
on May 13, 2026.
Each unit consists of one ordinary share and one
right. Each right entitles the holder to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial business combination.
Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be traded on the Nasdaq
Global Market under the symbols “BREZ” and “BREZR,” respectively.
IB Capital LLC and I-Bankers Securities, Inc.
acted as book-running managers of the offering.
ArentFox Schiff LLP acted as counsel to the Company
and Allen Overy Shearman Sterling US LLP acted as counsel to the underwriters.
The offering was made
only by means of a prospectus. Copies of the prospectus related to this offering may be obtained from IB Capital LLC at 51 Kings Court
Street, PH, San Juan, PR 00911.
A registration statement relating to the securities
was declared effective by the Securities and Exchange Commission (“SEC”) on May 12, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, 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.
About Breeze Acquisition Corp. II
Breeze Acquisition Corp. II is a blank check company
incorporated in the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses or entities. The Company intends to focus its initial search on target
businesses with global operations and differentiated technology or capabilities, particularly in healthcare, biotechnology, advanced manufacturing,
robotics, artificial intelligence, and related sectors. The net proceeds of the offering will be used to fund such business combination.
Forward-Looking Statements
This press release includes
forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial
public offering filed with the SEC, copies of which are available on the SEC’s website, at www.sec.gov. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect
any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any
statement is based, except as required by law.
Contact:
J. Douglas Ramsey
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy
Suite 100-929
Irving, TX 75039
(888) 273-9001
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Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
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X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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