Form 8-K
8-K — Ares Acquisition Corp III
Accession: 0001104659-26-080008
Filed: 2026-07-02
Period: 2026-06-29
CIK: 0002128115
SIC: 6770 (BLANK CHECKS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2619522d1_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2619522d1_ex1-1.htm)
EX-3.1 — EXHIBIT 3.1 (tm2619522d1_ex3-1.htm)
EX-4.1 — EXHIBIT 4.1 (tm2619522d1_ex4-1.htm)
EX-10.1 — EXHIBIT 10.1 (tm2619522d1_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (tm2619522d1_ex10-2.htm)
EX-10.3 — EXHIBIT 10.3 (tm2619522d1_ex10-3.htm)
EX-10.4 — EXHIBIT 10.4 (tm2619522d1_ex10-4.htm)
EX-10.5 — EXHIBIT 10.5 (tm2619522d1_ex10-5.htm)
EX-10.6 — EXHIBIT 10.6 (tm2619522d1_ex10-6.htm)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 29, 2026
ARES ACQUISITION CORPORATION III
(Exact name of registrant
as specified in its charter)
Cayman Islands
(State or other jurisdiction of incorporation
or organization)
001-43375
(Commission
File Number)
98-1929025
(I.R.S. Employer Identification No.)
245 Park Avenue, 44th Floor
New York, NY
(Address of principal executive offices)
10167
(Zip Code)
(212) 710-2100
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
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:
¨
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on
which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-tenth of one redeemable warrant
AAC.U
New York Stock Exchange
Class A ordinary shares included as part of the units
AAC
New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
AAC WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2026, the Registration Statement
on Form S-1 (File No. 333-296746) (the “Registration Statement”) relating to the initial public offering (the “IPO”)
of Ares Acquisition Corporation III (the “Company”) was declared effective by the U.S. Securities and Exchange Commission,
and the Company subsequently filed, on June 29, 2026, a Registration Statement on Form S-1 (File No. 333-297141) pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. On July 1, 2026,
the Company consummated the IPO of 39,500,000 units (the “Units”), which included 5,000,000 Units issued pursuant to the partial
exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value
per share (the “Class A Ordinary Shares”), and one-tenth of one redeemable warrant (the “Public Warrants”),
each whole Public Warrant entitling the holder of such Public Warrant to purchase one Class A Ordinary Share at an exercise price
of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
$395,000,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed
as exhibits to the Registration Statement:
· an Underwriting Agreement, dated June 29, 2026, among the Company and J.P. Morgan Securities LLC and Jefferies LLC, as representatives
of the underwriters named in Schedule I in such Underwriting Agreement, which contains customary representations and warranties and indemnification
of the underwriters by the Company;
· a Private Placement Warrants Purchase Agreement, dated June 29, 2026, between the Company and Ares Acquisition Holdings III LP
(the “Sponsor”), pursuant to which the Sponsor purchased 7,466,667 private placement warrants, each exercisable to purchase
one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant (the “Private Placement
Warrants” and, together with the Public Warrants, the “Warrants”);
· a Warrant Agreement, dated July 1, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant
agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants;
certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain
registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant
agent by the Company under the Warrant Agreement;
· an Investment Management Trust Agreement, dated June 29, 2026, between the Company and Continental Stock Transfer &
Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds
of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction
of funds from the trust account; and indemnification of the trustee by the Company under the agreement;
· a Registration and Shareholder Rights Agreement, dated July 1, 2026, between the Company and the Sponsor, which provides for
customary demand and piggy-back registration rights for the Sponsor as well as certain transfer restrictions applicable to the Sponsor
with respect to the Company’s securities, and, upon and following consummation of our initial business combination, the right of
the Sponsor to nominate three individuals for election to the Company’s board of directors;
· a Letter Agreement, dated June 29, 2026, among the Company, the Sponsor and each executive officer and director of the Company,
pursuant to which the Sponsor and each executive officer and director of the Company has agreed to vote any ordinary shares of the Company
held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the
Company if an initial business combination is not consummated within the time period set forth in the Amended and Restated Memorandum
and Articles of Association; to certain transfer restrictions with respect to the Company’s securities; and to certain indemnification
obligations of the Sponsor;
· an Administrative Services Agreement, dated June 29, 2026, between the Company and the Sponsor, pursuant to which the Sponsor
has agreed to make available office space, secretarial and administrative services, as may be required by the Company from time to time,
for $16,667 per month until the earlier of the Company’s initial business combination or liquidation; and
· a Consulting and Advisory Services Agreement, dated June 29, 2026, between
the Company and Ares Management Capital Markets LLC, pursuant to which Ares Management Capital Markets LLC provided consulting and advisory
services to the Company in connection with the IPO and will provide advisory services in connection with the Company’s initial business
combination.
The above descriptions are qualified in their entirety
by reference to the full text of the applicable agreement, each of which is incorporated by reference in this Current Report on Form 8-K
(this “Current Report”) and filed as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report,
respectively.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneous with the consummation of the IPO and
the issuance and sale of the Units, the Company consummated the private placement of 7,466,667 Private Placement Warrants at a price of
$1.50 per Private Placement Warrant, generating total proceeds of $11,200,000. The Private Placement Warrants, which were purchased by
the Sponsor, are substantially similar to the Public Warrants, except that they (i) may be exercised for cash or on a cashless basis,
(ii) are not subject to being called for redemption and (iii) subject to certain limited exceptions, will be subject to transfer
restrictions until 30 days following the consummation of the Company’s initial business combination. The Private Placement Warrants
have been issued pursuant to, and are governed by the Warrant Agreement.
Item 5.03. Amendments to Memorandum and Articles of Association.
On June 29, 2026, and in connection with the
IPO, the Company adopted an Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles
of Association is filed as Exhibit 3.1 to this Current Report and is incorporated by reference in this Current Report.
Item 8.01. Other Events.
Upon closing of the IPO, a total of $406,200,000,
comprised of $395,000,000 of the proceeds from the IPO (which amount includes $13,825,000 of the underwriters’ deferred discount)
and $11,200,000 of the proceeds of the sale of the Private Placement Warrants, was deposited into a trust account at JPMorgan Chase Bank,
N.A. with 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: (i) fund its working capital requirements, subject to an annual limit
of $500,000 (plus the rollover of unused amounts from prior years) (provided that only $250,000, plus the rollover of unused amounts from
prior years of interest earned on the funds held in the trust account may be released to the Company during the six-month period that
will begin 24 months from the closing of the IPO if the Company has executed a letter of intent for an initial business combination within
24 months from the closing of the IPO (the “Extended Period”)); (ii) pay taxes; and (iii) up to $100,000 of interest
to pay liquidation expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the
completion of the Company’s initial business combination, (ii) the redemption of the Company’s Class A Ordinary
Shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles
of Association to modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares
the right to have their shares redeemed in connection with any proposed initial business combination or to redeem 100% of the Class A
Ordinary Shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO, within
the Extended Period or such earlier date as the Company’s board of directors may approve or with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity, or (iii) the redemption of the Company’s
public shares if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, within
the Extended Period or by such earlier date as the Company’s board of directors may approve.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement among the Company and J.P. Morgan Securities LLC and Jefferies LLC
3.1 Amended and Restated Memorandum and Articles of Association
4.1 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company
10.1 Private Placement Warrants Purchase Agreement between the Company and the Sponsor
10.2 Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company
10.3 Registration and Shareholder Rights Agreement between the Company and the Sponsor
10.4 Letter Agreement among the Company, the Sponsor and the Company’s officers and directors
10.5 Administrative Services Agreement between the Company and the Sponsor
10.6 Consulting and Advisory Services Agreement between the Company and Ares Management Capital Markets LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2026
ARES ACQUISITION CORPORATION III
By:
/s/ David B. Kaplan
Name:
David B. Kaplan
Title:
Chief Executive Officer and Co-Chairman
5
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2619522d1_ex1-1.htm · Sequence: 2
Exhibit 1.1
Ares Acquisition Corporation III
34,500,000 Units1
Underwriting Agreement
June 29, 2026
J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
Jefferies LLC
520 Madison Avenue
New York, New York 10022
As representatives (each, a “Representative” and collectively,
the “Representatives”) of the several Underwriters named in Schedule I hereto,
Ladies and Gentlemen:
Subject to the terms and conditions stated in this agreement (this
“Agreement”), Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), proposes, to
issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 34,500,000 units (the “Firm
Units”) of the Company. At the election of the Representatives on behalf of the Underwriters, the Company will also sell up to 5,175,000
additional units to cover over-allotments, if any (the “Optional Units,” the Optional Units, together with the Firm Units,
that the Underwriters elect to purchase pursuant to Section 2 of this Agreement being collectively called the “Units”).
Each Unit consists of one Class A ordinary share of the Company,
par value $0.0001 per share (the “Ordinary Shares”), and one-tenth of one warrant, where each whole warrant entitles the holder
to purchase one Ordinary Share (the “Warrant(s)”). Unless the Representatives inform the Company of its decision to allow
earlier separate trading, the Ordinary Shares and the Warrants included in the Units will not trade separately until the 52nd day following
the date of the Prospectus subject to: (a) the Company’s preparation of an audited balance sheet reflecting the receipt by
the Company of the proceeds of the Offering (as defined below); (b) the filing of such audited balance sheet with the Commission
on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet; and (c) the Company
having issued a press release announcing when such separate trading will begin. Upon exercise, each whole Warrant entitles its holder
to purchase one Ordinary Share for $11.50 per share, subject to certain adjustments, during the period commencing 30 days after the completion
of an initial Business Combination and terminating on the five-year anniversary of the date of the completion of such initial Business
Combination or earlier upon redemption or liquidation of the Trust Account (as defined below) in accordance with the Amended and Restated
Memorandum and Articles of Association of the Company (the “Amended and Restated Memorandum and Articles of Association”)
if the Company fails to consummate a Business Combination within the time period indicated in the Amended and Restated Memorandum and
Articles of Association (the “Liquidation”). Notwithstanding the foregoing and pursuant to the Warrant Agreement, a fractional
warrant may not be exercised, such that only a whole number of warrants may be exercised at any given time by a holder thereof. As used
in this Agreement, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities
involving the Company.
1 Plus an option to purchase from Company up to 5,175,000
additional Units to cover over-allotments, if any.
The Company has entered into an Investment Management Trust Agreement,
effective as of June 29, 2026, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially
the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”). Pursuant to the Trust Agreement,
the proceeds from the sale of the Private Placement Warrants (defined below) and certain proceeds of the Offering will be deposited and
held in a U.S. based trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders
of the Firm Units and the Optional Units, if and when issued in each case as described more fully in the Prospectus.
The Company has entered into a Warrant Agreement, effective as of June 29,
2026, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4
to the Registration Statement (the “Warrant Agreement”). Pursuant to the Warrant Agreement, CST will act as warrant agent
in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement
Warrants.
The Company has entered into a Securities Subscription Agreement, dated
March 31, 2026, with Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership (the “Sponsor”),
in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Founder’s Subscription Agreement”).
Pursuant to the Founder’s Subscription Agreement, the Sponsor purchased 2,875,000 Class B Ordinary Shares, par value $0.0001
per share, of the Company, which it received for an aggregate purchase price of $25,000. As a result of various transactions, the Sponsor
currently owns 9,918,750 Class B ordinary shares as of the date of this Agreement, (including the Ordinary Shares issuable upon conversion
thereof, the “Founder Shares”), up to 1,293,750 of which are subject to forfeiture depending on the extent to which the Underwriters’
over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except
as described in the Prospectus.
The Company has entered into a Private Placement Warrants Purchase
Agreement, effective as of June 29, 2026, with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration
Statement (the “Warrant Purchase Agreement”). Pursuant to the Warrant Purchase Agreement, the Sponsor agreed to purchase from
the Company an aggregate of 6,800,000 warrants (or up to 7,490,000 warrants depending on the extent to which the Underwriters’ exercise
their right to purchase Optional Units), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”),
for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units,
except as described in the Prospectus.
The Company has issued a non-interest bearing, unsecured promissory
note for an aggregate amount of $400,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement
(the “Promissory Note”), in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies
have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of December 31,
2026 or the date of the consummation of the Offering.
The Company has entered into a Registration and Shareholder Rights
Agreement, dated as of June 29, 2026, with the Sponsor and the other security holders of the Company party to that Agreement, in
substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”). Pursuant
to the Registration Rights Agreement, the Company has granted certain registration and shareholder rights in respect of the Founder Shares
and the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants and the Warrants that may be issued
upon conversion of working capital loans.
-2-
The Company has caused to be duly executed and delivered by the Sponsor
and each of the Company’s officers and directors, dated as of June 29, 2026, a letter substantially in the form filed as Exhibit 10.8
to the Registration Statement (the “Insider Letter”).
The Company has entered into an Administrative Services Agreement,
dated as of June 29, 2026, with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement (the
“Services Agreement”). Pursuant to the Services Agreement and in accordance with its terms, the Company will pay to the Sponsor
an aggregate monthly fee of $16,667 for office space, utilities, secretarial support and administrative services. Upon completion of an
initial Business Combination or the Liquidation, the Company will cease paying these monthly fees.
1. The
Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) (i) A
registration statement on Form S-1 (File No. 333-296746) (the “Initial Registration Statement”) in respect of the
Units has been filed with the Securities and Exchange Commission (the “Commission”); (ii) the Initial Registration Statement
and any post-effective amendment thereto, each in the form delivered to you, have been declared effective by the Commission in such form;
(iii) other than a registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
“Act”), which became effective upon filing, if any, that increases the size of the Offering (a “Rule 462(b) Registration
Statement”), no other document with respect to the Initial Registration Statement has been filed with the Commission; and (iv) to
the Company’s knowledge, no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment
thereto or a Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated
or threatened by the Commission. For the purposes of this Agreement: (i) any preliminary prospectus included in the Initial Registration
Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the
Act is called a “Preliminary Prospectus”; (ii) the (x) various parts of the Initial Registration Statement, as amended
at the time such part of the Initial Registration Statement became effective; (y) Rule 462(b) Registration Statement, if
any, as amended at the time such Rule 462(b) Registration Statement became effective, including all exhibits in such documents
and (z) information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the
Act that is deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared
effective, are collectively called the “Registration Statement”; (iii) the Preliminary Prospectus relating to the Units
that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(d) of this
Agreement) is called the “Pricing Prospectus”; (iv) the final prospectus, in the form first filed pursuant to Rule 424(b) under
the Act, is called the “Prospectus”; (v) any oral or written communication with potential investors undertaken in reliance
on Section 5(d) of the Act or Rule 163B under the Act is called a “Testing-the-Waters Communication”; (vi) any
Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act is called a “Written
Testing-the-Waters Communication”; and (vii) any “issuer free writing prospectus” as defined in Rule 433 under
the Act relating to the Units is called an “Issuer Free Writing Prospectus”.
(b) (A) No
order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission,
and (B) at the time of filing, each Preliminary Prospectus conformed in all material respects to the requirements of the Act and
the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The representation and warranty in the preceding sentence shall not apply, however, to any statements
or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of this Agreement).
-3-
(c) The
Company has filed with the Commission a Form 8-A (file number 001-43375) providing for the registration under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) of the Units, the Ordinary Shares and the Warrants, which registration is currently
effective on the date of this Agreement. The Units have been authorized for listing, subject to official notice of issuance and evidence
of satisfactory distribution, on the New York Stock Exchange, and the Company knows of no reason or set of facts that is likely to adversely
affect such authorization.
(d) For
the purposes of this Agreement, the “Applicable Time” is 6:00 p.m. (New York City time) on the date of this Agreement.
The Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing
Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 4(a) of
this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus
and each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the
Pricing Prospectus or the Prospectus. Each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communications, as supplemented
by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery will not,
include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this Section 1(d) shall
not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information.
(e) The
Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus
will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder
and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing
date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representation
and warranty set forth in the preceding sentence shall not apply, however, to any statements or omissions made in reliance upon and in
conformity with the Underwriter Information.
(f) Since
the date of the latest audited financial statements included in the Pricing Prospectus, the Company has not: (i) sustained any material
loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree, (ii) entered into any transaction or agreement (whether or not in
the ordinary course of business) that is material to the Company or (iii) incurred any liability or obligation, direct or contingent,
that is material to the Company, in each case otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure
Package or the Prospectus. Since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus,
there has not been: (x) any change in the capital shares or long-term debt of the Company, or (y) any Material Adverse Effect,
in each case otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package or the Prospectus.
With respect to clause (x) of the preceding sentence, excluded is any change in the capital shares resulting from: (i) the exercise,
if any, of share options or the award, if any, of share options or restricted shares in the ordinary course of business pursuant to the
Company’s equity plans that are described in the Pricing Prospectus and the Prospectus; or (ii) the issuance, if any, of shares
upon conversion of Company securities as described in the Pricing Prospectus and the Prospectus. As used in this Agreement, “Material
Adverse Effect” shall mean any material adverse effect or any development involving a prospective material adverse change or effect,
in or affecting on the business, properties, earnings, financial condition or business of the Company, taken as a whole, except as set
forth or contemplated in the Pricing Prospectus, or the ability of the Company to perform its obligations under this Agreement, including
the issuance and sale of the Units, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus.
-4-
(g) The
Company has been: (i) duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of organization,
with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus;
and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of
this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material
Adverse Effect.
(h) The
Company has an authorized capitalization as set forth in the Pricing Prospectus. All of the issued shares of the Company: (i) have
been duly and validly authorized and issued; and (ii) are fully paid and non-assessable and conform in all material respects to the
description thereof contained in the Pricing Disclosure Package and Prospectus.
(i) All
issued and outstanding shares of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. None
of such shares 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 offers and sales of the outstanding Ordinary Shares and Warrants of the Company were at all relevant
times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and
warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration requirements. The holders of outstanding
units of the Company are not entitled to preemptive or other rights to subscribe for the Units arising by operation of law, under any
agreement filed as an exhibit to the Registration Statement, or under the Amended and Restated Memorandum and Articles of Association.
Except as set forth in the Registration Statement, Pricing Prospectus and the Prospectus, no options, warrants or other rights to purchase,
agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares or other ownership
interests in the Company are outstanding.
(j) The
Units have been duly authorized. When issued and delivered against payment for such Units by the Underwriters as provided in this Agreement,
the Units will be duly and validly issued and fully paid and non-assessable.
(k) The
Ordinary Shares included in the Units have been duly authorized. When issued and delivered against payment for the Units by the Underwriters
pursuant to this Agreement, the Ordinary Shares: (i) will be validly issued, fully paid and nonassessable; and (ii) will conform
to the description of the Units contained in the Pricing Disclosure Package and the Prospectus. The issuance of the Units is not subject
to any preemptive or similar rights.
(l) When
issued and delivered in the manner set forth in the Warrant Agreement against payment for the Units by the Underwriters pursuant to this
Agreement, the Warrants included in the Units will be duly executed, authenticated, issued and delivered, and will constitute valid and
binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and
by equitable principles of general applicability.
-5-
(m) The
Ordinary Shares issuable upon exercise of (i) the Warrants included in the Units and (ii) the Private Placement Warrants have
been duly authorized and reserved for issuance upon exercise of the Warrants and the Private Placement Warrants, as applicable. When issued
and delivered against payment for the Warrants included in the Units pursuant to the terms of the Warrants and the Warrant Agreement and
registered in the Company’s register of members, the Ordinary Shares issuable upon exercise of the Warrants included in the Units
will be validly issued, fully paid and nonassessable. When issued and delivered against payment for the Private Placement Warrants pursuant
to the terms of the Private Placement Warrants and the Warrant Agreement and registered in the Company’s register of members, the
Ordinary Shares issuable upon exercise of the Private Placement Warrants will be validly issued, fully paid and nonassessable. The holders
of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders. Such Ordinary Shares are
not and will not be subject to any preemptive or other similar contractual rights granted by the Company.
(n) Except
as set forth in the Registration Statement, Pricing 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.
(o) 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 from its inception through and including the date of this Agreement, except as
disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus.
(p) Prior
to the date of this Agreement, neither the Company nor any of its affiliates has made any offer or sale of any securities that are required
to be “integrated” pursuant to the Act with the offer and sale of the Units pursuant to the Registration Statement.
(q) The
Founder Shares are duly authorized, validly issued, and fully paid. Except with respect to the forfeiture of certain Founder Shares as
described in the Registration Statement upon the failure by the Underwriters to purchase any or all of the Option Securities, the Founder
Shares are nonassessable.
(r) The
issue and sale of the Units and the compliance by the Company with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s
Subscription Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter, the Promissory Note or
the Services Agreement and the consummation of the transactions contemplated in this Agreement, the Trust Agreement, the Warrant Agreement,
the Founder’s Subscription Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter, the
Promissory Note or the Services Agreement will not conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under: (A) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (B) the
Amended and Restated Memorandum and Articles of Association (or other applicable organizational document) of the Company, or (C) any
statute or any judgment, order or decree of any court or governmental agency or body having jurisdiction over the Company or any of its
properties, except, in the case of clauses (A) and (C) above for such defaults, breaches, or violations that would not, individually
or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization, order, registration or qualification of or with
any such court or governmental agency or body is required for the issue and sale of the Units or the consummation by the Company of the
transactions contemplated by this Agreement, except such as have been obtained under the Act, the approval by the Financial Industry Regulatory
Authority (“FINRA”) of the underwriting terms and arrangements and such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Units
by the Underwriters.
-6-
(s) The
Company does not have any expectation, understanding or agreement with any Underwriter for such Underwriter to provide any additional
services to the Company after the consummation of the Offering relating to the initial Business Combination, the financing thereof or
other related transactions. Any Underwriter’s provision of any such additional services in connection with the initial Business
Combination will require the Company’s separate engagement of such Underwriter in connection with the Initial Business Combination
and the entry into a related written engagement agreement between such Underwriter and the Company setting forth the terms and conditions
of the additional services to be provided by such Underwriter to the Company.
(t) The
historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company included in the Pricing
Prospectus, the Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of
operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting
requirements of the Act. Such historical financial statements have been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved (except as otherwise noted in those financial statements). The summary financial
data set forth under the caption “Summary Financial Data” in the Pricing Prospectus, Prospectus and Registration Statement
fairly present in all material respects, on the basis stated in the Pricing Prospectus, Prospectus and Registration Statement, the information
included in the summary financial data. The Company is not party to any off-balance sheet transactions, arrangements, obligations (including
contingent obligations), or other relationships 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. The statistical, industry-related and market-related data included
in the Registration Statement, the Pricing Prospectus and the Prospectus, if any, are based on or derived from sources that the Company
reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.
(u) The
Company is not (i) in violation of its Amended and Restated Memorandum and Articles of Association (or other applicable organizational
document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its properties, or (iii) in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which it is a party or by which it or any of its properties may be bound, except, in the case of the foregoing clauses (ii) and
(iii), for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
(v) The
statements set forth in the Pricing Prospectus and Prospectus under the caption “Description of Securities”, insofar as they
purport to constitute a summary of the terms of the Units, under the caption “Taxation,” and under the caption “Underwriting”,
insofar as they purport to describe the provisions of the laws and documents referred to in the Pricing Prospectus and Prospectus, are
accurate, complete and fair in all material respects.
(w) Other
than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or, to the Company’s
knowledge, any officer or director of the Company, is a party or of which any property of the Company, is the subject which, if determined
adversely to the Company (or such officer or director), would individually or in the aggregate have a Material Adverse Effect; and, to
the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.
-7-
(x) The
Company is not and, after giving effect to the offering and sale of the Units and the application of the proceeds thereof, will not be
an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
(y) The
Company has not prepared or used an Issuer Free Writing Prospectus.
(z) WithumSmith+Brown,
PC (“Withum”), who have certified certain financial statements of the Company and delivered their report with respect to the
audited financial statements and schedules included in the Registration Statement, are independent public accountants as required by the
Act and the rules and regulations of the Commission thereunder.
(aa) The Company
maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) to the extent
required by such rule.
(bb) There is
no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be
filed as an exhibit thereto, which is not described or filed as required. The statements in the Pricing Prospectus and the Prospectus
under the headings “Principal Shareholders,” “Certain Relationships and Related Party Transactions,” and “Description
of Securities” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed in the Pricing
Prospectus and the Prospectus, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. There are
no business relationships or related party transactions involving the Company or any other person required by the Act to be described
in the Registration Statement or Prospectus that have not been described as required.
(cc) This Agreement
has been duly authorized, executed and delivered by the Company.
(dd) When delivered
upon consummation of the Offering, the Private Placement Warrants: (i) will be duly executed, authenticated and issued; and (ii) will
constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time
to time in effect and by equitable principals of general applicability.
(ee) The Trust
Agreement has been duly authorized, executed and delivered by the Company. The Trust Agreement is a valid and binding agreement of the
Company, enforceable against the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.
(ff) The Warrant
Agreement has been duly authorized, executed and delivered by the Company. The Warrant Agreement is a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.
(gg) The Founder’s
Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor. The Founder’s Subscription
Agreement is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance
with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.
-8-
(hh) The Warrant
Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor. The Warrant Purchase Agreement is
a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms
except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally
from time to time in effect and by equitable principles of general applicability.
(ii) The
Registration Rights Agreement has been duly authorized, executed and delivered by the Company. The Registration Rights Agreement is a
valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect
and by equitable principles of general applicability.
(jj) The Insider
Letter executed by the Company, the Sponsor and, to the Company’s knowledge, each executive officer, director and director nominee
of the Company, has been duly authorized, executed and delivered by the Company, the Sponsor and, to the Company’s knowledge, each
such executive officer, director and director nominee, respectively. The Insider Letter is a valid and binding agreement of the Company,
the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, enforceable
against the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively,
in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting
creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(kk) The Services
Agreement has been duly authorized, executed and delivered by the Company. The Services Agreement is a valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.
(ll) [Reserved]
(mm) The Company
has not and, to the Company’s knowledge, no director, officer, agent, employee or other person associated with or acting on behalf
of the Company has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating
to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee
from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or the U.K.
Bribery Act 2010 of the United Kingdom, each as may be amended (collectively, “Anti-Bribery Laws”); or (iv) made any
bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
(nn) The operations
of the Company and the Sponsor are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering
laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations
promulgated thereunder, and the anti-money laundering laws of any other governmental agency having jurisdiction over the Company (collectively,
the “Money Laundering Laws”). 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 knowledge of the Company, threatened.
-9-
(oo) The
Company has not and, to the Company’s knowledge, no director, officer, agent, employee or affiliate of the Company is currently
the subject 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. Department of the Treasury (“OFAC”), or the U.S. Department of State and including,
without limitation, the designation as a “specially designated national” or “blocked person,” the European Union,
His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”).
The Company is not located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without
limitation, the so-called Donetsk People’s Republic or so-called Luhansk People’s Republic and Crimea region of Ukraine, Cuba, Iran
and North Korea. The Company will not directly or indirectly use the proceeds of the Offering of the Units hereunder, 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, or in any country or territory, that, at the time of such funding, is the subject or the
target of Sanctions; or (ii) in any other manner that will result in a violation by any person (including any person participating
in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.
(pp) The financial
statements included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and
notes, present fairly the financial position of the Company at the dates indicated and the statement of operations, shareholders’
equity and cash flows of the Company for the periods specified. Such financial statements have been prepared in conformity with U.S. generally
accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise
noted in such financial statements). The supporting schedules, if any, present fairly in accordance with GAAP the information required
to be stated in those schedules. The selected financial data and the summary financial information included in the Registration Statement,
the Pricing Prospectus and the Prospectus present fairly the information shown in those sections and have been compiled on a basis consistent
with that of the audited financial statements included in the Registration Statement, Pricing Prospectus and Prospectus. Except as included
the Registration Statement, Pricing Prospectus and Prospectus, no historical or pro forma financial statements or supporting schedules
are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and
regulations promulgated thereunder.
(qq) There is
and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors,
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, Section 303A of the New York Stock Exchange Listed Company Manual (subject to applicable phase-in Rules). Further,
there is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or
directors, 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 phase-in requirements and all other provisions of the New York Stock Exchange corporate governance requirements
set forth in the New York Stock Exchange Listed Company Manual.
(rr) There are
no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal law or the laws
of any state, or any political subdivision thereof, 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 Units.
(ss) The Company
has: (i) filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested
extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date of this
Agreement; and (ii) paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the
extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested
in good faith and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto
or as would not have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Pricing Prospectus
and the Prospectus (exclusive of any supplement thereto).
-10-
(tt) The Company
possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory
authorities necessary to conduct its business. The Company has not received any notice of proceedings relating to the revocation or modification
of any such license, certificate, authorization or permit that, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Pricing Prospectus and the Prospectus
(exclusive of any supplement thereto).
(uu) Except as
described in the Registration Statement, the Pricing Prospectus and the Prospectus, prior to the date of this Agreement, the Company has
not selected any specific Business Combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions,
directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
(vv) Except as
described in the Registration Statement, the Pricing Prospectus and the Prospectus or the FINRA Questionnaires provided to the Representatives,
there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission
or finder’s, consulting, origination or similar fee by the Company or the Sponsor with respect to the sale of the Units under this
Agreement or any other arrangements, agreements or understandings of the Company or, to the knowledge of the Company, the Sponsor or any
officer or director of the Company, or their respective affiliates, that may affect the Underwriters’ compensation, as determined
by FINRA.
(ww) Except as
described in the Registration Statement, the Pricing Prospectus and the Prospectus or the FINRA Questionnaires provided to the Representatives,
the Company has not made any direct or indirect payments (in cash, securities or any other type of “underwriting compensation”
as defined in Rule 5110(j)(22) of FINRA’s Conduct Rules): (i) to 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; (ii) to any person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA
(a “Member”); or (iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation
or association with any Member, within the twelve months prior to the Effective Date, other than payments to the Underwriters pursuant
to this Agreement.
(xx) Except
as described in the Registration Statement, the Pricing Prospectus and the Prospectus or the FINRA Questionnaires provided to the Representatives,
during the period beginning 180 days prior to the initial filing of the Registration Statement and ending on the Effective Date, no Member
and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services
to the Company.
(yy) Except as
disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge no executive officer, director,
or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of
the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Member or
a person associated or affiliated with a Member.
-11-
(zz) Except as
disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge, the Company has not issued any
warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering
or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the
Registration Statement.
(aaa) To the Company’s
knowledge, except as disclosed in the FINRA Questionnaires provided to the Representatives, no Member intending to participate in the
Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” means, if at the time of
the Member’s participation in the Offering, any of the following applies: (A) the securities are to be issued by the Member;
(B) the Company controls, is controlled by or is under common control with the Member or the Member’s associated persons; (C) at
least 5% of the net offering proceeds, not including underwriting compensation, are intended to be: (i) used to reduce or retire
the balance of a loan or credit facility extended by the Member, its affiliates and its associated persons, in the aggregate; or (ii) otherwise
directed to the Member, its affiliates and associated persons, in the aggregate; or (D) as a result of the Offering and any transactions
contemplated at the time of the Offering: (i) the Member will be an affiliate of the Company; (ii) the Member will become publicly
owned; or (iii) the Company will become a Member or form a broker-dealer subsidiary.
(bbb) Except as
disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge, no Company Affiliate is an owner
of shares or other securities of any Member (other than securities purchased on the open market).
(ccc) To the knowledge
of the Company, no Company Affiliate has made a subordinated loan to any Member.
(ddd) Except as
described in the Registration Statement, the Pricing Prospectus and the Prospectus or the FINRA Questionnaires provided to the Representatives,
no proceeds from the sale of the Firm Units (excluding underwriting compensation as disclosed in the Registration Statement, Pricing Prospectus
and the Prospectus) will be paid by the Company to any Member, or any persons associated or affiliated with a Member.
(eee) The Company
has not taken, directly or indirectly, any action designed to or that would constitute 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.
(fff) The Company
does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.
(ggg) No relationship,
direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and any director, director
nominee, executive officer, shareholder, special advisor, customer or supplier of the Company or any affiliate of the Company, on the
other hand, which is required by the Act or the Exchange Act to be described in the Registration Statement, Pricing Prospectus or the
Prospectus that is not 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 executive officers,
directors or director nominees of the Company or any of their respective family members, except as disclosed in the Registration Statement,
Pricing 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.
-12-
(hhh) The Company
has not offered, or caused the Underwriters to offer, the Units to any person or entity with the intention of unlawfully influencing a
journalist or publication to write or publish favorable information about the Company or any such affiliate.
(iii) Upon
delivery and payment for the Units on the Time of Delivery, the Company will not be subject to Rule 419 and none of the Company’s
outstanding securities will be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act.
(jjj) From the
time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the
Company engaged, directly or through any person authorized to act on its behalf, in any Testing-the-Waters Communication) through the
time of the execution of this Agreement, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19)
of the Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Act.
2. Subject
to the terms and conditions and in reliance upon the representations and warranties set forth in this Agreement: (a) the Company
agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from
the Company, at a purchase price per Unit of $9.80, the number of Firm Units set forth opposite the name of such Underwriter in Schedule
I hereto; and (b) in the event that the Underwriters exercise the election to purchase Optional Units as provided below, the Company
agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from
the Company, at the purchase price per Unit set forth in clause (a) of this Section 2 that portion of the number of Optional
Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying
such number of Optional Units by a fraction, the numerator of which is the maximum number of Optional Units which such Underwriter is
entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Units that all of the Underwriters are entitled to purchase under this Agreement. In the event the Underwriters exercise
such election, the purchase price per Optional Unit shall be reduced by an amount per Unit equal to any dividends or distributions declared
by the Company and payable on the Firm Units but not payable on the Optional Units.
At the purchase price per Unit set forth in the paragraph above, the
Company also grants the Underwriters the right to purchase at their election up to 5,175,000 Optional Units, for the sole purpose of covering
sales of Units in excess of the number of Firm Units. In the event the Underwriters exercise such right, the purchase price per Optional
Unit shall be reduced by an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units
but not payable on the Optional Units. Any such election to purchase Optional Units may be exercised only by written notice from you to
the Company, given within a period of 45 calendar days after the date of this Agreement. Any such written notice shall set forth the:
(i) aggregate number of Optional Units to be purchased; and (ii) the date on which such Optional Units are to be delivered,
as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 of this Agreement). Notwithstanding
the foregoing, you and the Company may otherwise agree in writing to a date earlier than two or later than ten business days after the
date of such notice.
-13-
In addition to the discount from the public offering price represented
by the purchase price set forth in the first sentence of Section 2 of this Agreement, the Company agrees to pay to the Representatives
for and on behalf of the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Optional Units) purchased under
this Agreement (such aggregate amount, the “Deferred Discount”). Notwithstanding anything to the contrary in this Agreement,
subject to the Minimum Deferred Discount, the aggregate amount of the Deferred Discount shall be reduced by $0.35 for each Ordinary Share
included in a Unit that is redeemed or otherwise cancelled prior to or in connection with the completion of the initial Business Combination.
Notwithstanding the foregoing or anything to the contrary in this Agreement, the Deferred Discount shall in no event be reduced below
$2,500,000 in the aggregate (the “Minimum Deferred Discount”). Notwithstanding the foregoing, an amount of the Deferred Discount
equal to up to $0.10 per Unit (the “Discretionary Amount”) may be paid at the sole, subjective and absolute discretion of
the Company. To the extent it determines to make any such payment of any Discretionary Amount, the Company shall determine the allocations
to any Underwriters and/or to third parties not participating in the offering (but who are members of FINRA) that assist the Company in
consummating the Company’s initial business combination. Such allocations, if any, shall be at the Company’s sole, subjective
and absolute discretion. Such allocation of the Discretionary Amount to third parties shall reduce the aggregate Deferred Discount payable
pursuant to this Section 2. Notwithstanding anything to the contrary contained in this Agreement, any such nonpayment of the Discretionary
Amount or allocation of the Discretionary Amount to third parties shall not reduce the Minimum Deferred Discount to be paid to the Underwriters.
The Underwriters agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds
held under the Trust Agreement are distributed to the holders of the Securities sold pursuant to this Agreement (the “Public Shareholders,”),
then: (i) the Representatives for and on behalf of the Underwriters will forfeit any rights or claims to the Deferred Discount (including
the Minimum Deferred Discount); and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount
to the Public Shareholders on a pro rata basis. For purposes of this Agreement, the term “Public Shareholders” shall include
any officers or directors of the Company solely to the extent they hold any Public Shares. For the avoidance of doubt, the obligations
of the Underwriters under this Agreement shall be fully satisfied upon the payment of the purchase price for the Units purchased by the
Underwriters on the date of the closing of the Offering without any further conditions.
3. Upon
the authorization by you of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the
terms and conditions set forth in the Pricing Prospectus and the Prospectus (the “Offering”).
4. (a) The
Units to be purchased by each Underwriter, in definitive or book-entry form, and in such authorized denominations and registered in such
names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on
behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account
of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price by wire transfer of Federal (same-day)
funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the
certificates, if any, representing the Units to be made available for checking and packaging at least twenty-four hours prior to the Time
of Delivery at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery
and payment shall be, with respect to the Firm Units, 9:30 a.m., New York City time, on July 1, 2026, or such other time and date
as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Units, 9:30 a.m., New York City time,
on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to
purchase such Optional Units, or such other time and date as the Representatives and the Company may agree upon in writing. Such time
and date for delivery of the Firm Units shall be referred to in this Agreement as the “First Time of Delivery”. Such time
and date for delivery of the Optional Units, if not the First Time of Delivery, shall be referred to in this Agreement as the “Second
Time of Delivery”, and each such time and date for delivery called a “Time of Delivery”.
(b) The
documents to be delivered at each Time of Delivery by or on behalf of the parties pursuant to Section 8 of this Agreement, will be
delivered at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036 (the “Closing Location”),
and the Units will be delivered at the Designated Office, all at such Time of Delivery. Without limiting the generality of the foregoing,
such documents to be delivered shall include the cross receipt for the Units and any additional documents requested by the Underwriters
pursuant to Section 8(n) of this Agreement. A meeting will be held at the Closing Location at 4:30 p.m., New York City time,
on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties. For the purposes of this Section 4, “New York
Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in
New York City are generally authorized or obligated by law or executive order to close.
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(c) Payment
for the Firm Units shall be made as follows: $338,100,000 (or up to $388,815,000 if the Underwriters’ over-allotment option is exercised
in full) of the proceeds received by the Company for the Firm Units, including $12,075,000 (or up to $13,886,250 if the Underwriters’
over-allotment option is exercised in full) of the Deferred Discount. The proceeds as set forth in the preceding sentence shall be deposited
in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement
Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set
forth on the cover of the Prospectus upon delivery to the Representatives of the Firm Units through the facilities of DTC. The Company
shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all the Firm Units.
5. The
Company agrees with each of the Underwriters to:
(a) (i) Prepare
the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable,
such earlier time as may be required by Rule 430A(a)(3) under the Act; (ii) make no further amendment or any supplement
to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable
notice thereof; (iii) advise you, promptly after it receives notice, of the time when any amendment to the Registration Statement
has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies of
any such amendments or supplements; (iv) file promptly all material required to be filed by the Company with the Commission pursuant
to Rule 433(d) under the Act; (v) advise you, promptly after it receives notice, of the issuance by the Commission of any
stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Units,
of the suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or
the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain
the withdrawal of such order.
(b) (i) Promptly
from time to time to take such action as you may reasonably request to qualify the Units for offering and sale under the securities laws
of such jurisdictions as you may request; and (ii) comply with such laws so as to permit the continuance of sales and dealings in
such jurisdictions for as long as may be necessary to complete the distribution of the Units. Notwithstanding the foregoing, the Company
shall not be required to qualify as a foreign corporation (where not otherwise required) or to file a general consent to service of process
in any jurisdiction (where not otherwise required).
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(c) Prior
to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish
the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request.
If the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any
time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Units
and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter
and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus
or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. In case any Underwriter is
required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with
sales of any of the Units at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense
of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended
or supplemented Prospectus complying with Section 10(a)(3) of the Act.
(d) Make
generally available to its securityholders as soon as practicable, an earnings statement of the Company and its subsidiaries (which need
not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including,
at the option of the Company, Rule 158).
(e) Without
the prior written consent of J.P. Morgan Securities LLC and Jefferies LLC, or except as permitted in the Insider Letter, the Company will
not: (i) offer, sell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to,
or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to
cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate
of the Company), directly or indirectly, including the confidential submission or filing (or participation in the filing) of a registration
statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or any
securities convertible into, or exercisable, or exchangeable for, Ordinary Shares; or (ii) publicly announce an intention to effect
any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement. Notwithstanding
the foregoing, the Company may: (1) issue and sell the Private Placement Warrants; (2) issue and sell the Optional Units on
exercise of the option provided for in this Agreement; (3) register with the Commission pursuant to the Registration Rights Agreement,
in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares and the Private Placement Warrants
or Warrants and Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Warrants that may be issued upon conversion
of working capital loans; and (4) issue securities in connection with a Business Combination.
(f) Whether
directly or indirectly, the Company will not take any action designed to or that would constitute 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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(g) During
a period of five years from the effective date of the Registration Statement, or until such earlier time as the Liquidation or the Ordinary
Shares and Warrants cease to be publicly traded (the “Termination Date”), to furnish to you copies of all reports or other
communications (financial or other) furnished to shareholders. To deliver to you: (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities
of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as
you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or to the Commission). Notwithstanding
the foregoing any documents filed with the Commission pursuant to Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
shall be deemed to have been furnished or delivered to you pursuant to this paragraph.
(h) Until
completion of the Business Combination and for a period commencing on the effective date of the Registration Statement and ending five
(5) years from the date of the completion of the Business Combination or until such earlier time at which the Liquidation occurs,
the Company will use its commercially reasonable efforts to maintain the registration of the Units, Ordinary Shares and Warrants under
the provisions of the Exchange Act. For the avoidance of doubt, the requirement set forth in the preceding sentence shall no longer apply
in the event the Company completes a going private transaction after the completion of a Business Combination. Until completion of the
Business Combination and except in connection with a going private transaction after the completion of a Business Combination, the Company
will not deregister the Units, Ordinary Shares or Warrants under the Exchange Act without the prior written consent of the Representatives.
(i) To
file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act.
(j) If
the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission
in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement. At the time of any such
filing, the Company shall either: (i) pay to the Commission the filing fee for the Rule 462(b) Registration Statement;
or (ii) give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act.
(k) To
use the net proceeds received by it from the sale of the Units pursuant to this Agreement in the manner specified in the Pricing Prospectus
under the caption “Use of Proceeds”.
(l) To
use its commercially reasonable efforts to list for quotation the Units on the New York Stock Exchange.
(m) On
the date of this Agreement, to retain its independent registered public accounting firm to audit the balance sheet of the Company as of
the First Time of Delivery (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering
on the First Time of Delivery. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later than
four business days after the First Time of Delivery, file a Current Report on Form 8-K with the Commission, which Report shall contain
the Audited Balance Sheet. Additionally, if not disclosed on such Form 8-K, upon the Company’s receipt of the proceeds from
the exercise of all or any portion of the option provided for in Section 2 of this Agreement, the Company shall promptly, but not
later than four business days after the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report
shall disclose the Company’s sale of the Optional Units and its receipt of the proceeds from such sale.
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(n) For
a period commencing on the effective date of the Registration Statement and ending five (5) years from the date of the completion
of the Business Combination or until such earlier time at which the liquidation of the Trust Account occurs or the Ordinary Shares and
Warrants cease to be publicly traded, the Company, at its expense, shall cause its regularly engaged independent registered public accounting
firm 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, the filing of the Company’s Form 10-Q quarterly report and the mailing, if any, of quarterly
financial information to shareholders.
(o) For
a period commencing on the effective date of the Registration Statement and ending on the Termination Date, the Company shall retain a
transfer and warrant agent.
(p) To
promptly notify you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the
distribution of the Units within the meaning of the Act and (ii) the last Time of Delivery.
(q) The
Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s
officers or directors unless it or a committee of independent members of the Company’s board of directors obtains an opinion from
an independent entity that commonly renders valuation opinions, that such initial Business Combination is fair to the Company from a financial
point of view. Except as disclosed in the Registration Statement, the Company shall not pay the Sponsor or its affiliates or any of the
Company’s officers, directors or any of their respective affiliates any fees or compensation for services rendered to the Company
prior to, or in connection with, the completion of an initial Business Combination.
(r) For
a period of 60 days following the effective date of the Registration Statement, in the event any person or entity (regardless of any FINRA
affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition
services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company
agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representatives and its counsel a notification prior to entering
into the agreement or transaction relating to a potential Business Combination. Such notification shall set forth: (i) the identity
of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing
such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting
compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made
in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Business Combination
for purposes of offering redemption of shares held by its shareholders or for soliciting shareholder approval, as applicable.
(s) The
Company shall advise FINRA, the Representatives and its counsel if it is aware that any 10% or greater shareholder of the Company becomes
an affiliate or associated person of a Member participating in the distribution of the Units.
(t) The
Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants held in the Trust Account to be invested
only in United States government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Pricing Prospectus and
the Prospectus. The Company will otherwise conduct its business in a reasonable manner so that it will not become subject to the Investment
Company Act. Furthermore, once the Company consummates an initial Business Combination, it will not be required to register as an investment
company under the Investment Company Act.
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(u) The
Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable upon the exercise
of the Warrants outstanding from time to time or the Private Placement Warrants and the conversion of the Founder Shares.
(v) Prior
to the completion of an initial Business Combination or the Liquidation, the Company shall not issue any Ordinary Shares, Warrants or
any options or other securities convertible into Ordinary Shares, or any preferred shares, in each case, that participate in any manner
in the Trust Account or that vote as a class with the Ordinary Shares on an initial Business Combination.
(w) Prior
to the completion of an initial Business Combination or the Liquidation (as defined below), the Company’s audit committee will review
on a quarterly basis all payments made to the Sponsor, to the Company’s officers or directors, or to the Company’s or any
of such other persons’ respective affiliates, in each case, except for any such payments set forth or contemplated in the Registration
Statement, the Pricing Disclosure Package or the Prospectus.
(x) The
Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the
Act prior to the completion of the initial 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 3a51-1 under
the Exchange Act during such period.
(y) To
the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls and procedures”
(as defined under Rule 13a-15(e) under the Exchange Act) and 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 U.S. generally
accepted accounting principles (“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.
(z) The
Company shall not take any action or omit to take any action that would cause the Company to be in material breach or violation of its
Amended and Restated Memorandum or Articles of Association.
(aa) From and
after the date of this Agreement until completion of a Business Combination, the Company will seek to have all material vendors, service
providers (other than independent accounting firms), prospective target businesses or other entities with which it does material business
enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit
of the Public Shareholders. If a prospective target business or material vendors, service providers or third party were to refuse to enter
into such a waiver, management will perform an analysis of the alternatives available to it and will only enter into an agreement with
a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more
beneficial than any alternative.
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(bb) The Company
may consummate the initial Business Combination and conduct redemptions of Ordinary Shares for cash upon completion of such Business Combination
without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer
documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the
initial Business Combination and the redemption rights as is required under the Commission’s proxy rules. Any such tender offer
will also provide each shareholder of the Company with the opportunity prior to the completion of the initial Business Combination to
redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the
Trust Account as of two business days prior to the completion of the initial Business Combination, representing (x) the proceeds
held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest income earned on
the funds held in the Trust Account not previously released to pay taxes, divided by (B) the total number of Ordinary Shares sold
as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by
law or stock exchange listing requirement in connection with the initial Business Combination or the Company decides to hold a shareholder
vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s shareholders for their
approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, officers
and directors have agreed to vote all of their Founder Shares and any other Ordinary Shares purchased during or after the Offering in
favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination,
the Company will offer to each Public Shareholder holding Ordinary Shares the right to have its shares redeemed in conjunction with a
proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”)
equal to (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to the completion of the initial
Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement
Warrants and (2) any interest income earned on the funds held in the Trust Account not previously released to pay taxes, divided
by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination,
the Company may proceed with such Business Combination only if a majority of the outstanding Ordinary Shares held by the shareholders
who attend and vote at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving
such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders
who affirmatively requested such redemption. Only Public Shareholders holding Ordinary Shares who properly exercise their redemption rights,
in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Memorandum
and Articles of Association of the Company, shall be entitled to receive distributions from the Trust Account in connection with an initial
Business Combination. The Company shall pay no distributions with respect to any other holders of Ordinary Shares of the Company in connection
therewith. In the event that the Company does not effect a Business Combination by 24 months from the closing of the Offering (or 30 months
from the Closing of the Offering if the Company enters into a letter of intent with a potential target business in connection with an
initial Business Combination, or such earlier date as the Company’s board of directors may approve (the “Completion Window”))
(or such later date as has been approved pursuant to a valid amendment to the Company’s Amended and Restated Memorandum and Articles
of Association), the Company will as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (less Permitted Withdrawals), divided by the number of then outstanding Public Shares. Any
such redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any). Any such redemption will be in favor of applicable law as well as subject to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and to the requirements of other applicable law. Only Public Shareholders holding
Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption
amounts from the Trust Account with respect to any other shares of the Company. The Company will not propose any amendment to the Amended
and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem
100% of the outstanding Public Shares if the Company has not consummated a Business Combination within the Completion Window or (ii) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity,
unless the Company offers to redeem the Public Shares in connection with such amendment, as described in the Pricing Prospectus and Prospectus.
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(cc) In the event
that the Company desires or is required by an applicable law or regulation to cause an announcement (a “Business Combination Announcement”)
to be placed in The Wall Street Journal, The New York Times or any other news or media publication or outlet or to be made via a public
filing with the Commission announcing the completion of an initial Business Combination that indicates that the Underwriters were the
underwriters in the Offering, the Company shall supply the Representatives with a draft of the Business Combination Announcement. Subject
to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representatives’ standard
policies regarding confidential information, the Company shall provide the draft to the Representatives with a reasonable advance opportunity
to comment on the draft’s content.
(dd) Upon the
completion of the initial Business Combination, the Company will direct the trustee under the Trust Agreement to pay the Representatives,
on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The Underwriters shall
have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount.
If the Company fails to consummate its initial Business Combination within the Completion Window (or later date if the Public Shareholders
approve an amendment to the Amended and Restated Memorandum and Articles of Association extending such deadline), the Deferred Discount
will not be paid to the Representatives on behalf of the Underwriters. In that event, the Deferred Discount shall be included in the distribution
of the proceeds held in the Trust Account made to the Public Shareholders upon Liquidation. In connection with any such Liquidation, the
Underwriters forfeit any rights or claims to the Deferred Discount.
(ee) If at any
time following the distribution of any Written Testing-the-Waters Communication, there occurred an event as a result of which such Written
Testing-the-Waters Communication would include any untrue statement of a material fact or omit to state any material fact necessary to
make the statements therein in light of the circumstances under which they were made at such time, not misleading, the Company will: (i) notify
promptly the Representatives so that use of the Written Testing-the-Waters Communication may cease until it is amended or supplemented;
(ii) amend or supplement the Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission;
and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested.
(ff) The Company
will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion
of the distribution of the Units within the meaning of the Act and (ii) completion of the 180-day restricted period referred to in
Section 5 of this Agreement.
(gg) Upon the
earlier to occur of the expiration or termination of the Underwriters’ option to purchase additional Units, the Company shall cancel
or otherwise effect the forfeiture of Founder Shares from the Sponsor in an aggregate amount equal to the number of Founder Shares determined
by multiplying (a) 1,293,750 by (b) a fraction, (i) the numerator of which is 5,175,000 minus the number of Optional Units
purchased by the Underwriters upon the exercise of their option to purchase additional Units, and (ii) the denominator of which is
5,175,000. For the avoidance of doubt, if the Underwriters exercise their option to purchase additional Units in full, the Company shall
not cancel or otherwise affect the forfeiture of the Founder Shares pursuant to this subsection.
-21-
6. (a) The
Company represents and agrees that it has not made or used and will not make or use any offer relating to the Units that would constitute
an Issuer Free Writing Prospectus.
(b) The
Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement
to file with the Commission any electronic road show.
(c) The
Company will endeavor in good faith, in cooperation with the Representatives to qualify, if necessary, the Securities for offering and
sale under the securities laws of such jurisdictions as the Representatives may reasonably designate. In no event, however, shall the
Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that, as a result
thereof, the Company would be subject to service of process in suits, other than those arising out of the offering or sale of the Units,
in any jurisdiction where it is not now so subject or to taxation as a foreign corporation doing business in such jurisdiction.
(d) The
Company agrees that if at any time following issuance of a Written Testing-the-Waters Communication any event occurred or occurs as a
result of which such Written Testing-the-Waters Communication would conflict with the information in the Registration Statement, the Pricing
Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice
thereof to the Representatives. If requested by the Representatives, the Company will prepare and furnish without charge to each Underwriter
a Written Testing-the-Waters Communication or other document which will correct such conflict, statement or omission.
(e) The
Company represents and agrees that: (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters
Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company
reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited
investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act; and (ii) it
has not distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communications, other than those distributed
with the prior consent of the Representatives that are listed on Schedule II(d) hereto; and the Company reconfirms that the Underwriters
have been authorized to act on its behalf in engaging in Written Testing-the-Waters Communications.
(f) Each
Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter
reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited
investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act.
7. The
Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company’s counsel (including U.S. and Cayman Islands counsel and any other local and special counsel)
and accountants in connection with the registration of the Units under the Act and all other expenses in connection with the preparation,
printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and
any other documents reasonably requested in connection with the offering, purchase, sale and delivery of the Units; (iii) all expenses
in connection with the qualification of the Units for offering and sale under state securities laws as provided in Section 5(b) of
this Agreement, including the reasonable, documented out of pocket fees and disbursements of counsel for the Underwriters in connection
with such qualification and in connection with the Blue Sky survey (iv) all fees and expenses in connection with listing the Units
on the New York Stock Exchange; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel
for the Underwriters (not to exceed $25,000) in connection with, any required review by FINRA of the terms of the sale of the Units; (vi) the
cost of preparing share certificates; and (vii) all other reasonable and documented costs and expenses incident to the performance
of its obligations under this Agreement which are not otherwise specifically provided for in this Section 7. It is understood, however,
that, except as provided in this Section 7, and Sections 9 and 12 of this Agreement, the Underwriters will pay all of their own costs
and expenses, including the fees of their counsel.
-22-
8. The
obligations of the Underwriters, as to the Units to be delivered at each Time of Delivery, shall be subject to: (i) the accuracy
of the representations and warranties on the part of the Company contained in this Agreement as of the Applicable Time and such Time of
Delivery; (ii) the performance by the Company of its obligations under this Agreement. The obligations of the Underwriters shall
also be subject to the following additional conditions:
(a) The
Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) of this Agreement;
all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission
within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under
the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date
of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued
and no proceeding for that purpose shall have been initiated or threatened by the Commission; and no stop order suspending or preventing
the use of the Pricing Prospectus or Prospectus shall have been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Ropes &
Gray LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated such Time of Delivery and
addressed to the Representatives, with respect to the issuance and sale of the Units, the Registration Statement, the Pricing Prospectus,
the Prospectus and other related matters as the Representative may reasonably require, and such counsel shall have received such papers
and information as they may reasonably request to enable them to pass upon such matters;
(c) Kirkland &
Ellis LLP, counsel for the Company, shall have furnished to the Representatives its written opinion or opinions, dated such Time of Delivery,
in form and substance reasonably satisfactory to the Representatives;
(d) Maples
and Calder, Cayman Islands counsel for the Company, shall have furnished the Representatives its written opinion or opinions, dated such
Time of Delivery, in form and substance reasonably satisfactory to the Representatives;
(e) On
the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date
of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of
Delivery, Withum shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance
satisfactory to you;
-23-
(f) On
the effective date of the Registration Statement, the Company shall have delivered to the Representatives executed copies of the Trust
Agreement, the Warrant Agreement, the Founder’s Subscription Agreement, the Warrant Purchase Agreement, the Insider Letter and the
Registration Rights Agreement;
(g) Since
the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change or effect, or any
development involving a prospective change or effect, in or affecting the business, properties or management, of the Company, except as
set forth or contemplated in the Pricing Prospectus and the Prospectus, the effect of which is in your judgment so material and adverse
as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units being delivered at such Time
of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(h) Since
the date of the most recent financial statements included in the Prospectus and the Pricing Prospectus, there has been no Material Adverse
Effect, except as set forth in the Prospectus and the Pricing Prospectus;
(i) On
or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading
in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s
securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal
or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United
States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national
emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions
in the United States or elsewhere, if the effect of any such event in your judgment makes it impracticable or inadvisable to proceed with
the public offering or the delivery of the Units being delivered at such Time of Delivery on the terms and in the manner contemplated
in the Pricing Prospectus and the Prospectus;
(j) The
Units to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the New York Stock Exchange;
(k) The
Company shall have obtained and delivered to the Underwriters an executed copy of the Insider Letter, in form and substance satisfactory
to you;
(l) The
Company shall have complied with the provisions of Section 5(c) of this Agreement with respect to the furnishing of prospectuses
on the New York Business Day next succeeding the date of this Agreement; and
(m) The
Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company satisfactory
to you as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance
by the Company of all of its obligations under this Agreement to be performed at or prior to such Time of Delivery, as to the matters
set forth in subsections (a) and (g) of this Section and as to such other matters as you may reasonably request.
-24-
9. (a) The
Company will indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls
such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may become subject, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement for the registration of the Units, any Preliminary Prospectus, the Pricing Prospectus or
the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under
the Act (a “roadshow”) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under
the Act, or arise out of or caused by any omission or alleged omission to state in such documents a material fact required to be stated
in such documents or necessary to make the statements in such documents, in light of the circumstances under which they were made, not
misleading, and will reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim as such expenses are incurred. The Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon, any untrue statement or
omission or alleged untrue statement or omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus
or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication,
in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter
through the Representatives expressly for use in such documents, including the Underwriter Information.
(b) Each
Underwriter, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its executive officers
who signs the Registration Statement, and each person who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in paragraph (a) above, but only with respect
to any losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information or any other
information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly
for use in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement
thereto, or any Issuer Free Writing Prospectus, or any roadshow. As used in this Agreement with respect to an Underwriter and an applicable
document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through
the Representatives expressly for use in such documents; it being understood and agreed upon that the only such information furnished
by any Underwriter with respect to sub-section (a) above consists of the following information in the Prospectus furnished on behalf
of each Underwriter: the information contained in the eleventh and twelfth paragraphs under the caption “Underwriting”.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement of any such claim. Notwithstanding the foregoing, the failure to notify the indemnifying party shall
not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 unless and to the extent it did
not otherwise learn of such action and such failure results in actual prejudice to the party. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the commencement of any such action, the indemnifying party
shall be entitled to participate in the defense of such claim or action and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to such indemnified party
and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying
party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified
party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those
available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to
actual differing interest between them. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any
local counsel) for all indemnified parties, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any
such separate firm for any Underwriter, its affiliates, directors, officers and any control persons of such Underwriter shall be designated
in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration
Statement and any control persons of the Company shall be designated in writing by the Company. No indemnifying party shall, without the
written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless
such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) 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.
-25-
(d) If
the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof), then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters on the other from the offering of the Units. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of
the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or
omission. Notwithstanding anything to the contrary in this Agreement, neither the assumption of the defense of any pending or threatened
proceeding in respect of which an indemnified party is or could have been a party nor the payment of any fees or expenses related thereto
shall be deemed to be an admission by the indemnifying party that it has obligation to indemnify any person pursuant to this Agreement.
(e) The
Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include, subject to the limitations set forth above, any reasonable, documented legal or other
out of pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Units underwritten by it and distributed to the public were offered to the public exceeds
the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.
-26-
(f) The
remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available
to any indemnified party at law or in equity.
10. (a) If
any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase under this Agreement at a Time of
Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Units on the terms contained herein.
If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Units, then the Company shall
be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase
such Units on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged
for the purchase of such Units, or the Company notifies you that it has so arranged for the purchase of such Units, you or the Company
shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may
be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements. The Company agrees to file
promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary.
The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect
as if such person had originally been a party to this Agreement with respect to such Units.
(b) If,
after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by you and the Company
as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-eleventh of
the aggregate number of all the Units to be purchased at such Time of Delivery, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery
and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter
agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made;
but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If,
after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by you and the Company
as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh of the aggregate
number of all the Units to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection
(b) above to require non-defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement
(or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional
Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 7 of this Agreement and the indemnity and contribution agreements
in Section 9 of this Agreement; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
-27-
11. The
respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set
forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery
of and payment for the Units.
12. If
this Agreement shall be terminated pursuant to Section 10 of this Agreement, the Company shall not then be under any liability to
any Underwriter except as provided in Sections 7 and 9 of this Agreement. If for any other reason, any Units are not delivered by or on
behalf of the Company as provided in this Agreement or the Underwriters decline to purchase the Units for any reason permitted under this
Agreement, the Company will reimburse the Underwriters through you for all reasonable and documented out-of-pocket expenses approved in
writing by you, including fees and disbursements of counsel, reasonably incurred and documented by the Underwriters in making preparations
for the purchase, sale and delivery of the Units not so delivered. Subject to the reimbursement obligation set forth in the preceding
sentence, the Company shall be under no further liability to any Underwriter except as provided in Sections 7 and 9 of this Agreement.
13. In
all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters, and the parties shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by J.P.
Morgan Securities LLC and Jefferies LLC and on behalf of you as the Representatives.
All statements, requests, notices and agreements hereunder shall be
in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives
in care of J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York, 10017, Attention: Equity Syndicate Desk and Jefferies LLC,
520 Madison Avenue, New York, New York 10022, Attention: General Counsel (fax no.: (646) 619-4437); and if to the Company shall be delivered
or sent by mail, telex or facsimile transmission to the Company c/o Ares Management LLC, 245 Park Avenue, 44th Floor, New York, NY 10167,
Attention: General Counsel with a copy to Kirkland & Ellis LLP, 2049 Century Park East, 37th Floor, Los Angeles, CA, 90067, Attention:
Monica J. Shilling, P.C., Philippa Bond, P.C. and Van Whiting, Esq. (fax no.: (310) 552-5900) and to Kirkland & Ellis LLP,
601 Lexington Avenue, New York, NY 10022, Attention: Christian Nagler, P.C. and Aaron Simons, Esq. (fax no.: (212) 446-4900).
In accordance with the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that
identifies their respective clients, including the Company, which information may include the name and address of their respective clients,
as well as other information that will allow the Underwriters to properly identify their respective clients.
14. This
Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections
9 and 11 of this Agreement, the officers and directors of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns. No other person shall acquire or have any right under or by
virtue of this Agreement. No purchaser of any of the Units from any Underwriter shall be deemed a successor or assign by reason merely
of such purchase.
-28-
15. As
used in this Agreement, the term “business day” shall mean any day when the Commission’s office in Washington, D.C.
is open for business.
16. 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 between the Company, on the one hand, and the several Underwriters, on the other; (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) no Underwriter has 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 such Underwriter has advised or is currently advising the
Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; and (iv) the
Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim
that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to
the Company, in connection with such transaction or the process leading thereto.
17. This
Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any
of them, with respect to the subject matter hereof.
18. This
Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related thereto shall
be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that
would results in the application of any other law than the laws of the State of New York.
19. The
Company and each of the Underwriters submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough
of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. The Company and each of the Underwriters waives any objection which it may now or hereafter have to the venue of any such suit
or proceeding in such courts. The Company and each of the Underwriters agrees that final judgment in any such suit, action or proceeding
brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such
party is subject by a suit upon such judgment.
20. To
the fullest extent permitted by applicable law, the Company and each of the Underwriters irrevocably waives, 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.
21. This
Agreement may be executed by any one or more of the parties hereto 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.
22. Notwithstanding
anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment
and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided
to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information
relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary
to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be
relevant to that treatment.
-29-
23. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c) As
used in this section:
“BHC Act Affiliate” has the meaning
assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
(i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means
each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each
of the Underwriters and the Company.
[Signature Page Follows]
-30-
Very truly yours,
Ares Acquisition Corporation III
By:
/s/ Anton Feingold
Name:
Anton Feingold
Title:
Secretary
Accepted as of the date hereof:
J.P. Morgan Securities LLC
By:
/s/ Mehul Choudhary
Name:
Mehul Choudhary
Title:
Vice President
Jefferies LLC
By:
/s/ Tina Pappas
Name:
Tina Pappas
Title:
Managing Director
On behalf of each of the Underwriters
-31-
SCHEDULE
I
Underwriter
Total Number of Firm Units
to be Purchased
Number of Optional Units to
be Purchased if Maximum
Option Exercised
J.P. Morgan Securities LLC
20,700,000
3,105,000
Jefferies LLC
13,800,000
2,070,000
Total
34,500,000
5,175,000
-32-
SCHEDULE
II
(a) Issuer
Free Writing Prospectuses not included in the Pricing Disclosure Package:
None
(b) Additional
Documents Incorporated by Reference:
None
(c) Information
other than the Pricing Prospectus that comprise the Pricing Disclosure Package:
The initial public offering price per unit for
the Units is $10.00.
The number of Units purchased by the Underwriters
is 34,500,000.
(d) Written
Testing-the-Waters Communication:
Reference is made to the materials used in the
testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written
communication” within the meaning of Rule 405 under the Act.
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: tm2619522d1_ex3-1.htm · Sequence: 3
Exhibit 3.1
THE COMPANIES ACT (As
Revised)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
FORM OF AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ARES ACQUISITION CORPORATION III
(adopted
by special resolution dated June 29, 2026 and effective on June 29, 2026)
THE
COMPANIES ACT (As Revised)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
ARES ACQUISITION CORPORATION III
(adopted
by special resolution dated JUNE 29, 2026 and effective on JUNE 29, 2026)
1 The name of the Company is Ares Acquisition Corporation III.
2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.
3 The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by the laws of the Cayman Islands.
4 The liability of each Member is limited to the amount unpaid on such Member’s shares.
5 The share capital of the Company is US$999,999 divided into 9,000,000,000 Class A ordinary shares
of a par value of US$0.0001 each, 900,000,000 Class B ordinary shares of a par value of US$0.0001 each and 99,990,000 preference
shares of a par value of US$0.0001 each.
6 The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
7 Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the
respective meanings given to them in the Amended and Restated Articles of Association of the Company.
THE
COMPANIES ACT (As Revised)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
ARES ACQUISITION CORPORATION III
(adopted
by special resolution dated JUNE 29, 2026 and effective on JUNE 29, 2026)
1 Interpretation
1.1 In
the Articles, Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent
with the Articles:
“Affiliate”
in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption, or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, or a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing, and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
“Applicable Law”
means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.
“Articles”
means these amended and restated articles of association of the Company.
“Audit Committee”
means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
“Auditor”
means the person for the time being performing the duties of auditor of the Company (if any).
“Business Combination”
means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the New York Stock Exchange (the “NYSE”), must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding amounts disbursed to the Company for working capital purposes and the deferred underwriting discounts held in the Trust Account) at the time of the signing of the definitive agreement to enter into such business combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.
“business day”
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
“Clearing House”
means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts for such Shares) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“Class A Share”
means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
“Class B Share”
means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
“Company”
means the above named company.
“Company’s Website”
means the website of the Company and/or its web-address or domain name (if any).
“Compensation Committee”
means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
“Designated Stock Exchange”
means any United States national securities exchange on which the securities of the Company are listed for trading, including the NYSE.
“Directors”
means the directors for the time being of the Company.
“Dividend”
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
“Electronic Communication”
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
“Electronic Record”
has the same meaning as in the Electronic Transactions Act.
“Electronic Transactions Act”
means the Electronic Transactions Act (As Revised) of the Cayman Islands.
“Equity-linked Securities”
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including a private placement of equity or debt.
“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission under the Exchange Act, all as the same shall be in effect at the time.
“Extended Period”
means a period of up to 30 months from the
closing of the IPO. The Extended Period shall automatically take effect upon the Company entering into a letter of intent for a Business
Combination with a target business.
“Independent Director”
has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
“IPO”
means the Company’s initial public offering of securities.
“Member”
has the same meaning as in the Statute.
“Memorandum”
means the amended and restated memorandum of association of the Company.
“Nominating Committee”
means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
“Officer”
means a person appointed to hold an office in the Company.
“Ordinary Resolution”
means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
“Over-Allotment Option”
means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.
“Permitted Withdrawals”
means:
a) amounts
withdrawn or eligible to be withdrawn from the Trust Account to fund the Company’s working capital requirements, subject to an annual
limit of US$500,000 (plus any unused amounts carried over from prior years) (provided that only US$250,000, plus the rollover of unused
amounts from prior years of interest earned on the funds held in the Trust Account, may be released to the Company during the six-month
period that will begin 24 months from the closing of the IPO if the Company has executed a letter of intent for an initial Business Combination
within 24 months from the closing of the IPO) (“Working Capital Withdrawals”), provided that Working Capital Withdrawals
may only be made from interest earned on and not from the principal held in the Trust Account;
b) amounts
withdrawn or eligible to be withdrawn from the Trust Account to pay taxes payable by the Company; and
c) in
the event of the Company’s liquidation for failure to complete a Business Combination within 24 months from the closing of the IPO, within
the Extended Period or by such earlier date as the Directors may approve, up to US$100,000 of interest from the Trust Account to fund
the costs and expenses of the Company’s dissolution and liquidation.
Withdrawals pursuant to paragraph (b) shall
not count toward the US$500,000 annual limitation applicable to Working Capital Withdrawals.
“Preference Share”
means a preference share of a par value of US$0.0001 in the share capital of the Company.
“Public Share”
means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
“Redemption Notice”
means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained in such notice.
“Register of Members”
means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
“Registered Office”
means the registered office for the time being of the Company.
“Representative”
means a representative of the Underwriters.
“Seal”
means the common seal of the Company and includes every duplicate seal.
“Securities and Exchange Commission”
means the United States Securities and Exchange Commission.
“Share”
means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.
“Special Resolution”
has the same meaning as in the Statute, and includes a unanimous written resolution.
“Sponsor”
means Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, and its successors or assigns.
“Statute”
means the Companies Act (As Revised) of the Cayman Islands.
“Tax Filing Authorised Person”
means such person as any Director shall designate from time to time, acting severally.
“Treasury Share”
means a Share held in the name of the Company as a treasury share in accordance with the Statute.
“Trust Account”
means the trust account established by the Company upon the closing of the IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of securities simultaneously with the closing date of the IPO or otherwise, will be deposited.
“Underwriter”
means an underwriter of the IPO from time to time and any successor underwriter.
1.2 In
the Articles:
(a) words importing the singular number include the plural number and vice versa;
(b) words importing the masculine gender include the feminine gender;
(c) words importing persons include corporations as well as any other legal or natural person;
(d) “written” and “in writing” include all modes of representing or reproducing words
in visible form, including in the form of an Electronic Record;
(e) “shall” shall be construed as imperative and “may” shall be construed as permissive;
(f) references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;
(g) any phrase introduced by the terms “including”, “include”, “in particular”
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h) the term “and/or” is used to mean both “and” as well as “or.” The use of
“and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in
others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require
the conjunctive (in each case, unless the context otherwise requires);
(i) headings are inserted for reference only and shall be ignored in construing the Articles;
(j) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
(k) any requirements as to execution or signature under the Articles including the execution of the Articles
themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;
(l) sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
(m) the term “clear days” in relation to the period of a notice means that period excluding the
day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and
(n) the term “holder” in relation to a Share means a person whose name is entered in the Register
of Members as the holder of such Share.
2 Commencement
of Business
2.1 The
business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.
2.2 The
Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment
of the Company, including the expenses of registration.
3 Issue
of Shares and other Securities
3.1 Subject
to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable,
the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot,
issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other
rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons,
at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save
that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent
that it may affect the ability of the Company to carry out a Class B Ordinary Share Conversion set out in the Articles.
3.2 The
Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders
to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time
to time determine.
3.3 The
Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants
or convertible securities or securities of similar nature conferring the right upon the holders to subscribe for, purchase or receive
any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine. 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 Representative(s) determines that an earlier date is acceptable, subject
to the Company having filed a current report on Form 8-K with the Securities and Exchange Commission 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.
3.4 The
Company shall not issue Shares to bearer.
4 Register
of Members
4.1 The
Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
4.2 The
Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors
may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or
registers, and to vary such determination from time to time.
5 Closing
Register of Members or Fixing Record Date
5.1 For
the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment of such meeting, or
Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other
purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other
means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or
any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers
for a stated period which shall not in any case exceed 40 days.
5.2 In
lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any
such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment of such meeting, or for
the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination
of Members for any other purpose.
5.3 If
the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote
at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting
is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case
may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of
Members has been made as provided in this Article, such determination shall apply to any adjournment of such meeting.
6 Certificates
for Shares
6.1 A
Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates
representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors
or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed
by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares
to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new
certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and
cancelled.
6.2 The
Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate
to one joint holder shall be a sufficient delivery to all of them.
6.3 If
a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and
on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in
the case of defacement or wearing out) upon delivery of the old certificate.
6.4 Every
share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate.
The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
6.5 Share
certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer
which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with
the Company.
7 Transfer
of Shares
7.1 Subject
to the terms of the Articles, any Member may transfer all or any of its Shares by an instrument of transfer provided that such transfer
complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other
competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options,
warrants or units issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse
to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such right, option, warrant or
unit.
7.2 The
instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the
Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing
House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from
time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register
of Members.
8 Redemption,
Repurchase and Surrender of Shares
8.1 Subject
to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares
that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares, except
Public Shares, shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before
the issue of such Shares. With respect to redeeming or repurchasing the Shares:
(a) Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in the Business Combination Article;
(b) Class B Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration to the
extent that the Over-Allotment Option is not exercised in full so that the Sponsor will own 20% of the Company’s issued Shares after the
IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO); and
(c) Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business
Combination Article.
8.2 Subject
to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its
own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.
Redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above shall not require further approval
of the Members.
8.3 The
Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including
out of capital.
8.4 The
Directors may accept the surrender for no consideration of any fully paid Share.
9 Treasury
Shares
9.1 The
Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.
9.2 The
Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including for nil
consideration).
10 Variation
of Rights of Shares
10.1 Subject
to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights
attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is
being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by
the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent
in writing of the holders of not less than two-thirds of the issued Shares of that class (other than with respect to a waiver of the provisions
of the Class B Ordinary Share Conversion Article, which as stated in such Article shall only require the consent in writing
of the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by a majority of not less
than two-thirds of the votes cast at a separate meeting of the holders of the Shares of that class. The Directors reserve the right, notwithstanding
that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To
any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the
necessary quorum shall be one person holding or representing by proxy at least one-third of the issued Shares of the class and that any
holder of Shares of the class present in person or by proxy may demand a poll.
10.2 For
the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares
if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any
other case shall treat them as separate classes of Shares.
10.3 The
rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking
pari passu with such Shares or Shares issued with preferred or other rights.
11 Commission
on Sale of Shares
The Company may, in so far as the Statute
permits, pay a commission to any person in consideration of that person subscribing or agreeing to subscribe (whether absolutely or conditionally)
or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied
by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage
as may be lawful.
12 Non-Recognition
of Trusts
The Company shall not be bound by or
compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except
only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to
the entirety of the Share in the holder.
13 Lien
on Shares
13.1 The
Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether
solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by
such Member or their estate, either alone or jointly with any other person, whether a Member or not. The Directors may at any time declare
any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate
as a waiver of the Company’s lien on such Share. The Company’s lien on a Share shall also extend to any amount payable in respect of that
Share.
13.2 The
Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which
the lien exists is presently payable, and is not paid within 14 clear days after notice has been received or deemed to have been received
by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment
and stating that if the notice is not complied with the Shares may be sold.
13.3 To
give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in
accordance with the directions of, the purchaser. The purchaser or their nominee shall be registered as the holder of the Shares comprised
in any such transfer, and they shall not be bound to see to the application of the purchase money, nor shall their title to the Shares
be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.
13.4 The
net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien
exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares
before the sale) be paid to the person entitled to the Shares at the date of the sale.
14 Call
on Shares
14.1 Subject
to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on
their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least 14 clear days’ notice
specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call
may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A
person upon whom a call is made shall remain liable for calls made upon them notwithstanding the subsequent transfer of the Shares in
respect of which the call was made.
14.2 A
call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
14.3 The
joint holders of a Share shall be jointly and severally liable to pay all calls in respect of such Share.
14.4 If
a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from
the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have
been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or
in part.
14.5 An
amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium
or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had
become due and payable by virtue of a call.
14.6 The
Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.
14.7 The
Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid
upon any Shares held by that Member, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed
upon between the Directors and the Member paying such amount in advance.
14.8 No
such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable
in respect of any period prior to the date upon which such amount would, but for such payment, become payable.
15 Forfeiture
of Shares
15.1 If
a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is
due not less than 14 clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any
expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that
if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.
15.2 If
the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made,
be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable
in respect of the forfeited Share and not paid before the forfeiture.
15.3 A
forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any
time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the
purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument
of transfer of the Share in favour of that person.
15.4 A
person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation
the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were
payable by that person to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but
that person’s liability shall cease if and when the Company shall have received payment in full of all monies due and payable by them
in respect of those Shares.
15.5 A
certificate in writing under the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive
evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the
execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed
of shall not be bound to see to the application of the purchase money, if any, nor shall their title to the Share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.
15.6 The
provisions of the Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share,
becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium, as if it had been payable by virtue
of a call duly made and notified.
16 Transmission
of Shares
16.1 If
a Member dies, the survivor or survivors (where they were a joint holder), or their legal personal representatives (where they were a
sole holder), shall be the only persons recognised by the Company as having any title to the deceased Member’s Shares. The estate of a
deceased Member is not released from any liability in respect of any Share for which the Member was a joint or sole holder.
16.2 Any
person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other
way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by
that person to the Company, either to become the holder of such Share or to have some person nominated by them registered as the holder
of such Share. If they elect to have another person registered as the holder of such Share they shall sign an instrument of transfer of
that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have
had in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or dissolution, as the
case may be.
16.3 A
person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case
than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which they would be entitled if
they were the holder of such Share. However, they shall not, before becoming a Member in respect of a Share, be entitled in respect of
it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give
notice requiring any such person to elect either to be registered or to have some person nominated by them registered as the holder of
the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the
case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or dissolution or any other case
than by transfer, as the case may be). If the notice is not complied with within 90 days of being received or deemed to be received (as
determined pursuant to the Articles), the Directors may then withhold payment of all Dividends, other distributions, bonuses or other
monies payable in respect of the Share until the requirements of the notice have been complied with.
17 Class B
Ordinary Share Conversion
17.1 The
rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all respects, and the Class A
Shares and Class B Shares shall vote together as a single class on all matters (subject to the Variation of Rights of Shares Article)
with the exception that the holder of a Class B Share shall have the conversion rights referred to in this Article.
17.2 Class B
Shares shall convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at any
time and from time to time at the option of the holders; or (b) automatically on the day of the completion of an initial Business
Combination.
17.3 Notwithstanding
the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities are issued, or deemed
issued, by the Company in excess of the amounts offered in the IPO and related to the completion of an initial Business Combination, all
Class B Shares in issue upon the closing of the IPO shall convert or be convertible into Class A Shares at the time of the completion
of an initial Business Combination. The number of Class A Shares issuable upon conversion of all Class B Shares will equal,
on an as-converted basis, in the aggregate, 20% of the sum of (a) all Class A Shares and Class B Shares in issue upon the
closing of the IPO plus (b) all Class A Shares issued or deemed issued or issuable upon conversion or exercise of any Equity-linked
Securities or rights issued or deemed issued in connection with or in relation to an initial Business Combination unless the holders of
a majority of the outstanding Class B shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed
issuance. The foregoing calculation shall exclude any Class A Shares or Equity-linked Securities exercisable for or convertible into
Class A Shares issued, deemed issued, or to be issued, to any seller in an initial Business Combination and any private placement
warrants issued to the Sponsor, its Affiliates or Management (as defined below) upon conversion of working capital loans made to the Company.
17.4 Notwithstanding
anything to the contrary in the Articles, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular
issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders
of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class in the manner provided in
the Variation of Rights of Shares Article.
17.5 The
foregoing conversion ratio shall also be adjusted to account for any subdivision (by share subdivision, exchange, capitalisation, rights
issue, reclassification, recapitalisation or otherwise) or combination (by share consolidation, exchange, reclassification, recapitalisation
or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares
occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification
or recapitalisation of the Class B Shares in issue.
17.6 Each
Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each
holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares
as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into
which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the
total number of Class B Shares in issue at the time of conversion.
17.7 References
in this Article to “converted”, “conversion” or “exchange” shall mean the compulsory redemption without
notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying
for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share
necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the
conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in
the name of such Member or in such name as the Member may direct.
17.8 Notwithstanding
anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less
than one-for-one.
18 Amendments
of Memorandum and Articles of Association and Alteration of Capital
18.1 The
Company may by Ordinary Resolution:
(a) increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,
priorities and privileges annexed to the Company’s Shares as the Company in general meeting may determine;
(b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
(c) convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any
denomination;
(d) by subdivision of its existing Shares or any of them divide the whole or any part of its share capital
into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
(e) cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed
to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
18.2 All
new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles
with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.
18.3 Subject
to the provisions of the Statute and the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution, the
Company may by Special Resolution:
(a) change its name;
(b) alter or add to the Articles;
(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified in the Memorandum;
and
(d) reduce its share capital or any capital redemption reserve fund.
19 Offices
and Places of Business
Subject to the provisions of the Statute,
the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered
Office, maintain such other offices or places of business as the Directors determine.
20 General
Meetings
20.1 All
general meetings other than annual general meetings shall be called extraordinary general meetings.
20.2 The
Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting,
and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the
Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented.
20.3 The
Directors, the chief executive officer or the chairperson of the board of Directors may call general meetings. Members shall not have
the ability to call general meetings.
20.4 Members
seeking to bring business before the annual general meeting or to nominate candidates for appointment as Directors at the annual general
meeting must deliver notice to the principal executive offices of the Company not less than 120 calendar days before the date of the Company’s
proxy statement released to Members in connection with the previous year’s annual general meeting or, if the Company did not hold
an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than
30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the board of Directors with
such deadline being a reasonable time before the Company begins to print and send its related proxy materials.
21 Notice
of General Meetings
21.1 At
least five clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the
meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner set out below or
in such other manner if any as may be prescribed by the Company. 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 at the meeting;
and
(b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right
to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right.
21.2 The
accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled
to receive such notice shall not invalidate the proceedings of that general meeting.
22 Proceedings
at General Meetings
22.1 No
business shall be transacted at any general meeting unless a quorum is present. The holders of a
majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its
duly authorised representative or proxy shall be a quorum.
22.2 A
person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons
participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated
as presence in person at that meeting.
22.3 A
resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for
the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons,
signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting
of the Company duly convened and held.
22.4 If
a quorum is not present within half an hour from the time appointed for the meeting to commence, the meeting shall stand adjourned to
the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and
if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members
present shall be a quorum.
22.5 The
Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairperson of a general
meeting of the Company or, if the Directors do not make any such appointment, the chairperson, if any, of the board of Directors shall
preside as chairperson at such general meeting. If there is no such chairperson, or if the person shall not be present within 15 minutes
after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to
be chairperson of the meeting.
22.6 If
no Director is willing to act as chairperson or if no Director is present within 15 minutes after the time appointed for the meeting to
commence, the Members present shall choose one of their number to be chairperson of the meeting.
22.7 The
chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting
from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place.
22.8 When
a general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
22.9 If,
prior to an initial Business Combination, a notice is issued in respect of a general meeting and the Directors, in their absolute discretion,
consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified
in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided
that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be
transacted at any postponed meeting other than the business specified in the notice of the original meeting.
22.10 When
a general meeting is postponed for 30 days or more, notice of the postponed meeting shall be given as in the case of an original meeting.
Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general
meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed.
22.11 A
resolution put to the vote of the meeting shall be decided on a poll.
22.12 A
poll shall be taken as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting
at which the poll was demanded.
22.13 A
poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such date, time and place as the chairperson of the general meeting directs, and any business other than that
upon which a poll has been demanded or is contingent on such poll may proceed pending the taking of the poll.
22.14 In
the case of an equality of votes the chairperson shall be entitled to a second or casting vote.
23 Votes
of Members
23.1 Subject
to any rights or restrictions attached to any Shares, every Member present in any such manner shall have one vote for every Share of which
they are the holder.
23.2 In
the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation
or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other
joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.
23.3 A
Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by their committee,
receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis
or other person may vote by proxy.
23.4 No
person shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting nor
unless all calls or other monies then payable by them in respect of Shares have been paid.
23.5 No
objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the
vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance
with this Article shall be referred to the chairperson whose decision shall be final and conclusive.
23.6 Votes
may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative
or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where
a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled
to exercise the related votes.
23.7 A
Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and accordingly
may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the
Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share
or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share
or some or all of the Shares in respect of which they are appointed.
24 Proxies
24.1 The
instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of their attorney duly authorised
in writing, or, if the appointor is a corporation or other non-natural person, under the hand of its duly authorised representative. A
proxy need not be a Member.
24.2 The
Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify
the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed
for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall
be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an
instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office
not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument
proposes to vote.
24.3 The
chairperson may in any event at their discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument
of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairperson,
shall be invalid.
24.4 The
instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed
to be for a particular meeting or any adjournment of that meeting or generally until revoked. An instrument appointing a proxy shall be
deemed to include the power to demand or join or concur in demanding a poll.
24.5 Votes
given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal
or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the
proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered
Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.
25 Corporate
Members
25.1 Any
corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such
provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative
at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on
behalf of the corporation which they represent as the corporation could exercise if it were an individual Member.
25.2 If
a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative
at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class
of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall
be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on
behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House
(or its nominee(s)).
26 Shares
that May Not be Voted
Shares in the Company that are beneficially owned
by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of
outstanding Shares at any given time.
27 Directors
27.1 There
shall be a board of Directors consisting of not less than one and not more than five persons; provided, however, that the Company may
by Ordinary Resolution increase or reduce the limits in the number of Directors.
27.2 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. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I,
Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s
first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual
general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general
meeting. Commencing at the Company’s first annual general meeting, and at each subsequent annual general meeting, Directors appointed
to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general
meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general
meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the
filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors (including unfilled vacancies
resulting from the removal of Directors for cause) may be filled by the vote of a majority of the remaining Directors then in office,
although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the
expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed
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 created such vacancy and until their successor shall have been appointed and qualified.
28 Powers
of Directors
28.1 Subject
to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the
Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles
and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made
or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable
by the Directors.
28.2 All
cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid
to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall
determine by resolution.
28.3 The
Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried
office or place of profit with the Company or to their surviving spouse, civil partner or dependants and may make contributions to any
fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
28.4 The
Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present
and future) and uncalled capital (or any part of such undertaking, property, assets or uncalled capital), and to issue debentures, debenture
stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company
or of any third party.
29 Appointment
and Removal of Directors
29.1 The
Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.
29.2 The
Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment
does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.
30 Vacation
of Office of Director
The office of a Director shall be vacated
if:
(a) the Director gives notice in writing to the Company that they resign the office of Director; or
(b) the Director is absent (without being represented by proxy) from three consecutive meetings of the board
of Directors without special leave of absence from the Directors, and the Directors pass a resolution that they have by reason of such
absence vacated office; or
(c) the Director dies, becomes bankrupt or makes any arrangement or composition with their creditors generally;
or
(d) the Director is found to be or becomes of unsound mind; or
(e) all of the other Directors (being not less than two in number) determine that the Director should be removed
as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance
with the Articles or by a resolution in writing signed by all of the other Directors.
31 Proceedings
of Directors
31.1 The
quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority of
the Directors then in office.
31.2 Subject
to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall
be decided by a majority of votes. In the case of an equality of votes, the chairperson shall have a second or casting vote.
31.3 A
person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment
by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person
in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting
shall be deemed to be held at the place where the chairperson is located at the start of the meeting.
31.4 A
resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or,
in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors
other than the Director who is the subject of such resolution shall be as valid and effectual as if it had been passed at a meeting of
the Directors, or committee of Directors as the case may be, duly convened and held.
31.5 A
Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors by at least two days’ notice in writing
to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the
Directors either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles
relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.
31.6 The
continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and
so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing
Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning
a general meeting of the Company, but for no other purpose.
31.7 The
Directors may elect a chairperson of their board and determine the period for which they are to hold office; but if no such chairperson
is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the meeting to commence,
the Directors present may choose one of their number to be chairperson of the meeting.
31.8 All
acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding that it is afterwards discovered that
there was some defect in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their
office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director
and/or had not vacated their office and/or had been entitled to vote, as the case may be.
31.9 A
Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by that Director. The proxy shall
count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.
32 Presumption
of Assent
A Director who is present at a meeting
of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless
their dissent shall be entered in the minutes of the meeting or unless they shall file their written dissent from such action with the
person acting as the chairperson or secretary of the meeting before the adjournment of the meeting or shall forward such dissent by registered
post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in
favour of such action.
33 Directors’
Interests
33.1 A
Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with their office
of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
33.2 A
Director may act on their own or by, through or on behalf of their firm in a professional capacity for the Company and they or their firm
shall be entitled to remuneration for professional services as if they were not a Director.
33.3 A
Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the
Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company
for any remuneration or other benefits received by them as a director or officer of, or from their interest in, such other company.
33.4 No
person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor,
purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which
any Director shall be in any way interested be or be liable to be avoided. No Director so contracting or being so interested shall be
liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of
such Director holding office or of the fiduciary relationship established by such Director holding office. A Director shall be at liberty
to vote in respect of any contract or transaction in which they are interested; provided that the nature of the interest of any Director
in any such contract or transaction shall be disclosed by them at or prior to its consideration and any vote on such contract or transaction.
33.5 A
general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded
as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in
respect of a contract or transaction in which they have an interest, and after such general notice it shall not be necessary to give special
notice relating to any particular transaction.
34 Minutes
The Directors shall cause minutes to
be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of
the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the
Directors present at each meeting.
35 Delegation
of Directors’ Powers
35.1 The
Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting
of one or more Directors (including the Audit Committee, the Compensation Committee and the Nominating Committee). Any such delegation
may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and
any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors
shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
35.2 The
Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs
of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made
subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such
appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board
or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
35.3 The
Directors may adopt formal written charters for committees. Each of these committees shall be empowered to do all things necessary to
exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the
Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or
any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and
the Nominating Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine
(or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of
Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating Committee shall
be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.
35.4 The
Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors
may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.
35.5 The
Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly
by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions
(not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions
as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience
of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney
or authorised signatory to delegate all or any of the powers, authorities and discretions vested in them.
35.6 The
Directors may appoint such Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject
to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of their
appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate their office at any time if they
give notice in writing to the Company that they resign their office.
36 No
Minimum Shareholding
The Company in general meeting may fix
a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is
not required to hold Shares.
37 Remuneration
of Directors
37.1 The
remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also,
whether prior to or after the completion of an initial Business Combination, be entitled to be paid all travelling, hotel and other expenses
properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings
of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with
the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect of such expenses
as may be determined by the Directors, or a combination partly of one such method and partly the other.
37.2 The
Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go
beyond that Director’s ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to
the Company, or otherwise serves it in a professional capacity shall be in addition to their remuneration as a Director.
38 Seal
38.1 The
Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee
of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person
who shall be either a Director or some Officer or other person appointed by the Directors for the purpose.
38.2 The
Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile
of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it
is to be used.
38.3 A
Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over their
signature alone to any document of the Company required to be authenticated by them under seal or to be filed with the Registrar of Companies
in the Cayman Islands or elsewhere.
39 Dividends,
Distributions and Reserve
39.1 Subject
to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve
to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds
of the Company lawfully available for such purpose. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution
pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend
or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account
or as otherwise permitted by law.
39.2 Except
as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value
of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date,
that Share shall rank for Dividend accordingly.
39.3 The
Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by the Member
to the Company on account of calls or otherwise.
39.4 The
Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular
by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways. Where any difficulty
arises in regard to such distribution, the Directors may settle the matter as they think expedient. In particular, the Directors may issue
fractional Shares, fix the value for distribution of such specific assets or any part of them, determine that cash payments shall be made
to any Members upon the basis of the value so fixed in order to adjust the rights of all Members, and vest any such specific assets in
trustees in such manner as may seem expedient to the Directors.
39.5 Except
as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors
may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.
39.6 The
Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves
which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the
discretion of the Directors, be employed in the business of the Company.
39.7 Any
Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder
or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the
registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or
joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable
in respect of the Share held by them as joint holders.
39.8 No
Dividend or other distribution shall bear interest against the Company.
39.9 Any
Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which
such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s
name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution
shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from
the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.
39.10 Other
than with respect to payments or distributions from the Trust Account, no Dividends or other distributions shall be payable on the Class A
Shares unless approved by consent in writing of the holders of not less than two-thirds of the issued Class B Shares.
40 Capitalisation
The Directors may at any time capitalise
any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption
reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution. The Directors
shall appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same
been a distribution of profits by way of Dividend or other distribution, and apply such sum on their behalf in paying up in full unissued
Shares for allotment and distribution credited as fully paid-up to and amongst them in the same proportions. In such event the Directors
shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions
as they think fit in the case of Shares becoming distributable in fractions (including provisions under which the benefit of fractional
entitlements accrues to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of
all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or related to
it, and any agreement made under such authority shall be effective and binding on all such Members and the Company.
41 Books
of Account
41.1 The
Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts
and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the
receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such
books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not
be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s
affairs and to explain its transactions.
41.2 The
Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts
and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director)
shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the
Directors or by the Company in general meeting.
41.3 The
Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group
accounts (if any) and such other reports and accounts as may be required by law.
42 Audit
42.1 The
Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.
42.2 Without
prejudice to the freedom of the Directors to establish any other committee, if the Shares (or depositary receipts for such Shares) are
listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors
shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter
and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit
Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or
any other competent regulatory authority or otherwise under Applicable Law.
42.3 If
the Shares (or depositary receipts for such 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.
42.4 The
remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
42.5 If
the office of Auditor becomes vacant by resignation or death of the Auditor, or by their becoming incapable of acting by reason of illness
or other disability at a time when their services are required, the Directors shall fill the vacancy and determine the remuneration of
such Auditor.
42.6 Every
Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled
to require from the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the
Auditor.
42.7 Auditors
shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual
general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary
company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the
Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any
general meeting of the Members.
42.8 Any
payment made to members of the Audit Committee (if one exists) shall require the review and approval of the Directors, with any Director
interested in such payment abstaining from such review and approval.
42.9 The
Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall
be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance with the
terms of the IPO.
42.10 At
least one member of the Audit Committee shall be an “audit committee financial expert” as determined by the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law. The “audit committee financial expert” shall have such past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s
financial sophistication.
43 Notices
43.1 Notices
shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, telex, fax or email
to such Member or to such Member’s address as shown in the Register of Members (or where the notice is given by email by sending it to
the email address provided by such Member). Notice may also be served by Electronic Communication in accordance with the rules and
regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or
by placing it on the Company’s Website.
43.2 Where
a notice is sent by:
(a) courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company,
and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on
which the notice was delivered to the courier;
(b) post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting
a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public
holidays in the Cayman Islands) following the day on which the notice was posted;
(c) telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending
such notice and shall be deemed to have been received on the same day that it was transmitted;
(d) email or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting
the email to the email address provided by the intended recipient and shall be deemed to have been received on the same day that it was
sent, and it shall not be necessary for the receipt of the email to be acknowledged by the recipient; and
(e) placing it on the Company’s Website; service of the notice shall be deemed to have been effected
one hour after the notice or document was placed on the Company’s Website.
43.3 A
notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence
of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall
be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description
at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice
in any manner in which the same might have been given if the death or bankruptcy had not occurred.
43.4 Notice
of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to
receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given
to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves because they are
a legal personal representative or a trustee in bankruptcy of a Member where the Member but for their death or bankruptcy would be entitled
to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.
44 Winding
Up
44.1 If
the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner
and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:
(a) if the assets available for distribution amongst the Members shall be insufficient to repay the whole
of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the
Members in proportion to the par value of the Shares held by them; or
(b) if the assets available for distribution amongst the Members shall be more than sufficient to repay the
whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members
in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares
in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
44.2 If
the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution
of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets
of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine
how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval,
vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like
approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.
45 Indemnity
and Insurance
45.1 Every
Director and Officer, together with every former Director and former Officer (each an “Indemnified Person”) shall be
indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including
legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions
other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified
Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying
out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such Indemnified Person.
No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless or until a court
of competent jurisdiction shall have made a finding to that effect.
45.2 The
Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the
defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought.
In connection with any advance of any expenses under this Article, the Indemnified Person shall execute an undertaking to repay the advanced
amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled
to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified
Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified
with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified
Person.
45.3 The
Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or Officer against any liability
which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty
or breach of trust of which such person may be guilty in relation to the Company.
46 Financial
Year
Unless the Directors otherwise prescribe,
the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on
1st January in each year.
47 Transfer
by Way of Continuation
If the Company is exempted as defined
in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register
by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the
Cayman Islands.
48 Mergers
and Consolidations
The Company shall have the power to
merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine
and (to the extent required by the Statute) with the approval of a Special Resolution.
49 Business
Combination
49.1 Notwithstanding
any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and
terminating upon the first to occur of the completion of an initial Business Combination and the full distribution of the Trust Account
pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall
prevail.
49.2 Prior
to the completion of an initial Business Combination, the Company shall either:
(a) submit such Business Combination to its Members for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a
per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business
days prior to the completion of such Business Combination, including interest earned on the Trust Account (less Permitted Withdrawals),
divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed
initial Business Combination to which it relates.
49.3 If
the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a
proposed initial Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing
such Business Combination which contain substantially the same financial and other information about such Business Combination and the
redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve
a proposed initial Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to
Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange
Commission.
49.4 At
a general meeting called for the purposes of approving an initial Business Combination pursuant to this Article, in the event that such
Business Combination is approved by Ordinary Resolution, the Company shall be authorised to complete such Business Combination.
49.5 Any
Member holding Public Shares who is not the Sponsor, an Officer or Director may, prior to any vote on a Business Combination, elect to
have their Public Shares redeemed for cash in accordance with any applicable requirements provided for in the related proxy materials
(an “IPO Redemption”). No such Member, acting together with any Affiliate of such Member or any other person with whom
such Member is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding,
or disposing of Shares, may exercise this redemption right with respect to more than 15% of the Public Shares issued in the IPO in the
aggregate without the prior consent of the Company. Any beneficial holder of Public Shares on whose behalf a redemption right is being
exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares.
If so demanded, the Company shall pay any such redeeming Member, regardless of whether such Member is voting for or against or abstained
from voting on such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on
deposit in the Trust Account calculated as of two business days prior to the completion of the Business Combination, including interest
earned on the Trust Account (less Permitted Withdrawals), divided by the number of then issued Public Shares. Such payment shall be made
only in the event that the applicable proposed Business Combination is approved and in connection with its completion.
49.6 A
Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to
permit the withdrawal of such redemption request (which they may do in whole or in part).
49.7 If
the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, within the Extended Period
or by such earlier date as the Directors may approve, or such later date as the Members may approve in accordance with the Articles, the
Company shall, as promptly as reasonably possible (but not more than ten business days thereafter), redeem the Public Shares. Any such
redemption will be 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 (less Permitted Withdrawals), divided by the number of then-outstanding Public
Shares. Such redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation
distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the other
requirements of Applicable Law.
49.8 In
the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an
initial Business Combination or redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within
24 months from the closing of the IPO, within the Extended Period or by such earlier date as the Directors may approve, or such later
date as the Members may approve in accordance with the Articles; or
(b) with respect to any other material provision relating to rights or pre-Business Combination activity of
holders of the Class A Shares,
each holder of Public Shares who is
not the Sponsor, an Officer or Director shall be provided with the opportunity to redeem their Public Shares in accordance with any applicable
requirements provided for in the related proxcy materials, subject to the approval or effectiveness of any such amendment at a per-Share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account (less Permitted Withdrawals), divided by the number of then issued Public Shares.
49.9 A
holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase
of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no
other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
49.10 Except
in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17.2 where the holders of such
Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the completion of
an initial Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders
to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on an initial Business Combination.
49.11 Following
the IPO, no additional sums shall be deposited by the Company in the Trust Account without the consent in writing of the holders of not
less than two-thirds of the issued Class B Shares.
49.12 A
Director may vote in respect of an initial Business Combination in which such Director has a conflict of interest with respect to the
evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
49.13 As
long as the securities of the Company are listed on the NYSE, the Company must complete one or more Business Combinations having an aggregate
fair market value of at least 80% of the assets held in the Trust Account (excluding amounts disbursed to the Company for working capital
purposes and the deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement
in connection with a Business Combination. A Business Combination must not be solely effectuated with another blank cheque company or
a similar company with nominal operations.
49.14 The
Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Director or an Officer. In
the event the Company seeks to complete a Business Combination with a target that is Affiliated with the Sponsor, a Director or an Officer,
the Company, or a committee of Independent Directors, will obtain an opinion from an independent entity that commonly renders valuation
opinions that such a Business Combination is fair to the Company from a financial point of view.
50 Certain
Tax Filings
Each Tax Filing Authorised Person and
any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN,
W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities
or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms
as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any
Tax Filing Authorised Person or such other person prior to the date of the Articles.
51 Business
Opportunities
51.1 To
the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer (“Management”) shall
have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or
similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces
any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed
by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate
opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director
and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself or themself, directs
such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.
51.2 Except
as provided elsewhere in this Article, 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 both the Company and Management, about
which a Director and/or Officer who is also a member of Management acquires knowledge.
51.3 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 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.
52 Exclusive
Jurisdiction and Forum
52.1 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:
(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, shareholder or other employee of the Company to the Company or the Members;
(c) any action asserting a claim arising pursuant to any provision of the Statute, the Memorandum or the Articles;
or
(d) any action asserting a claim against the Company governed by the “Internal Affairs Doctrine”
(as such concept is recognised under the laws of the United States of America).
52.2 Each
Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes.
52.3 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.
52.4 This
Article 52 shall not apply to any action or suits brought to enforce any liability or duty created by the U.S. Securities Act of
1933, as amended, the Exchange Act , or any claim for which the federal district courts of the United States of America are, as a matter
of the laws of the United States, the sole and exclusive forum for determination of such a claim.
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2619522d1_ex4-1.htm · Sequence: 4
Exhibit 4.1
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (this
“Agreement”), dated as of July 1, 2026, is by and between Ares Acquisition Corporation III, a Cayman Islands
exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (in such capacity, the “Warrant Agent,” and also referred to in this Agreement as the “Transfer
Agent”).
WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”)
and one-tenth of a redeemable Public Warrant (the “Units”) and, in connection with such Offering, has determined
to issue and deliver 3,950,000 warrants (or up to 3,967,500 warrants depending on the extent to which the over-allotment option in connection
with the Offering (the “Over-allotment Option”) is exercised) to public investors in the Offering (the “Public
Warrants”);
WHEREAS, the Company entered
into the Private Placement Warrants Purchase Agreement with Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership,
acting through its general partner, Ares Acquisition Holdings III (the “Sponsor”), pursuant to which the Sponsor
agreed to purchase an aggregate of 7,466,667 private placement warrants (or up to 7,490,000 private placement warrants depending on the
extent to which the Over-allotment Option is exercised) simultaneously with the closing of the Offering (and the closing of the Over-allotment
Option, if applicable), each bearing the legend set forth in Exhibit A to this Agreement (the “Private Placement
Warrants”);
WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the
Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the Company may require,
of which up to $2,000,000 of such loans may be convertible into up to an additional 1,333,333 warrants at a price of $1.50 per warrant,
which will be identical to the Private Placement Warrants (the “Working Capital Warrants”);
WHEREAS, following the completion
of the Offering, the Company may issue additional warrants (the “Post-IPO Warrants,” and together with the Public
Warrants, Private Placement Warrants and Working Capital Warrants, the “Warrants”) in connection with, or following
the completion by the Company of, a Business Combination;
WHEREAS, each Warrant entitles
the holder of such Warrant to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in this Agreement;
WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333-296746 (as amended, the “Base Registration Statement”), a registration statement on Form S-1
(Registration No. 333-297141) filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities
Act”) (the “462(b) Registration Statement” and, together with the Base Registration Statement,
the “Registration Statement”), and a prospectus (the “Prospectus”) for the registration,
under the Securities Act, of the Units, the Public Warrants and the Ordinary Shares included in the Units;
WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided in this Agreement, the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, the parties
to this Agreement agree as follows:
1. Appointment
of Warrant Agent. The Company appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1 Form of
Warrant. Each Warrant shall initially be issued in registered form only,. All of the Public Warrants shall initially be represented
by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”). If a physical certificate
for a Warrant is issued, such certificate shall be in substantially the form of Exhibit B to this Agreement, the provisions
of which are incorporated in this Agreement and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President,
Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. If the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant
is issued, it may be issued with the same effect as if he or she had not ceased to be such officer at the date of issuance.
2.2 Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder of such certificate.
2.3 Registration.
2.3.1 Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders of such Warrants in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more
Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered
in the name of Cede & Co., as nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown
on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each
Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect
to a Warrant in its account, a “Participant”).
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If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. If the Public Warrants are not eligible for, or it is no longer necessary to have
the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to
the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to
the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”).
Such Definitive Warrant Certificate shall be in the form annexed to this Agreement as Exhibit B, with appropriate insertions,
modifications and omissions, as provided above.
2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the
absolute owner of such Warrant and of each Warrant represented by such Warrant Register (notwithstanding any notation of ownership or
other writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise of such Warrant, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.
2.4 Detachability
of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the
date of the Prospectus or, if such 52nd day is not a Business Day, then on the immediately succeeding Business Day following such date
(the “Detachment Date”). The Detachment Date may occur earlier with the consent of J.P. Morgan Securities LLC
and Jefferies LLC. Notwithstanding the foregoing, in no event shall the Ordinary Shares and the Public Warrants comprising the Units be
separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from
the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release and
files with the Commission a current report on Form 8-K announcing when such separate trading shall begin. “Business Day”
as used in this Agreement means a day other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally
open for normal business.
2.5 No
Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the Units,
each of which is comprised of one Ordinary Share and one-tenth of one Public Warrant. If, on or after the Detachment Date, a holder of
Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of Warrants to be
issued to such holder.
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2.6 Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical
to the Public Warrants, except that the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash
or on a “cashless basis,” pursuant to subsection 3.3.1(c) of this Agreement, (ii) may not be transferred,
assigned or sold until 30 days after the completion by the Company of an initial Business Combination and (iii) shall not be redeemable
by the Company pursuant to Section 6.1 of this Agreement. Notwithstanding the foregoing, in the case of clause (ii) of
the prior sentence, the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders of such Private
Placement Warrants or Working Capital Warrants, as applicable:
(a) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members
or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor
or any employees of such affiliates;
(b) in
the case of an individual, by gift to a member of such individual’s immediate family, any estate planning vehicle or to a trust,
the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in
the case of an individual, by virtue of the laws of descent and distribution upon death of such person;
(d) in
the case of an individual, pursuant to a qualified domestic relations order;
(e) by
private sales or transfers made in connection with the completion of an initial Business Combination at prices no greater than the price
at which the Ordinary Shares or Warrants were originally purchased;
(f) by
virtue of the laws of the Cayman Islands and the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;
(g) pro
rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s operating agreement;
(h) to
the Company for no value for cancellation in connection with the completion of our initial Business Combination;
(i) in
the event of the Company’s liquidation prior to the completion of a Business Combination;
(j) to
a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (i) above;
and
4
(k) in
the event that, subsequent to the completion of an initial Business Combination, the Company completes a liquidation, merger, share exchange
or other similar transaction which results in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property. Notwithstanding the forgoing, in the case of clauses (a) through (j), these transferees (the “Permitted
Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this
Agreement and the other restrictions contained in the letter agreement, dated as of the date of this Agreement, by and among the Company,
the Sponsor and the Company’s officers and directors. In addition, the Ordinary Shares issued upon exercise of the Private Placement
Warrants and Working Capital Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company
of an initial Business Combination, except to Permitted Transferees who enter into a written agreement with the Company agreeing to be
bound by the transfer restriction in this Agreement.
2.7 Working
Capital Warrants. The Working Capital Warrants and shall be identical to the Private Placement Warrants.
2.8 Post-IPO
Warrants. The Post-IPO Warrants may only be issued in connection with, or following the completion by the Company of, a Business Combination.
Each Post-IPO Warrant, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed
upon by the Company.
3. Terms
and Exercise of Warrants.
3.1 Warrant
Price. Each whole Warrant shall entitle the Registered Holder of such Warrant, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of Ordinary Shares stated in such Warrant, at the price of $11.50 per share, subject
to the adjustments provided in Section 4 of this Agreement and in the last sentence of this Section 3.1. The term
“Warrant Price” as used in this Agreement shall mean the price per share at which the Ordinary Shares may be
purchased at the time a Warrant is exercised. Upon at least three days’ prior written notice to Registered Holders of the Warrants,
the Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date for a period of not less than
20 Business Days unless a longer period is required by stock exchange rules or applicable law. Any such reduction shall be identical
among all of the Warrants.
3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing 30 days
after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses (a “Business Combination”), and terminating
at the earliest to occur of: (x) 5:00 p.m., New York City time, on the date that is five years after the date on which the Company
completes its initial Business Combination, (y) the liquidation of the Company, and (z) other than with respect to the Private
Placement Warrants and the Working Capital Warrants, 5:00 p.m., New York City time, on the Redemption Date as provided in Section 6.3
of this Warrant Agreement (the “Expiration Date”). Notwithstanding the foregoing, the exercise of any Warrant
shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective
registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price
(other than with respect to a Private Placement Warrant or a Working Capital Warrant) in the event of a redemption (as set forth in Section 6),
each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant) not exercised on or before the Expiration
Date shall become void, and all rights under such Warrant and all rights in respect of such Warrant under this Agreement shall cease at
5:00 p.m., New York City time, on the Expiration Date. Upon at least 20 days’ prior written notice to Registered Holders of the
Warrants, Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date. Any extension of the
Expiration Date shall be identical in duration among all the Warrants.
5
3.3 Exercise
of Warrants.
3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder of such Warrant by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Ordinary
Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the
Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary
Shares and the issuance of such Ordinary Shares, as follows:
(a) in
lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately
available funds;
(b) in
the event of a redemption pursuant to Section 6.1 in which the Board has elected to require all holders of the Warrants to
exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the
quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference
between the Warrant Price and the “Fair Market Value,” as defined in this subsection 3.3.1(b) by (y) the
Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value”
shall mean the average last reported sale price of the Ordinary Shares for the 10 trading day period ending on the third trading day immediately
prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 of this
Agreement;
(c) with
respect to any Private Placement Warrant or Working Capital Warrant, or Post-IPO Warrant to the extent applicable, by surrendering the
Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Exercise Fair Market Value,”
as defined in this subsection 3.3.1(c) by (y) the Exercise Fair Market Value. Solely for purposes of this subsection
3.3.1(c), the “Exercise Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for
the 10 trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant
Agent; or
6
(d) on
a cashless basis as provided in Section 7.4.
3.3.2 Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such
Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered
in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry
position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been exercised.
If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained
by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the
Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares
pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under
the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating to such
registration statement is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant
shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares
issuable upon such Warrant exercise have been registered on a post-effective amendment to the registration statement for the Offering
or a new registration statement on Form S-1, Form S-3, Form F-1 or Form F-3, as applicable, following a Business Combination,
and have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of
residence of the Registered Holder of the Warrants. If the conditions in the two immediately preceding sentences are not satisfied with
respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and
expire worthless, in which case the purchaser of a Unit containing such Public Warrant shall have paid the full purchase price for the
Unit solely for the Ordinary Share underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise.
The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4.
If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the
number of Ordinary Shares to be issued to such holder.
3.3.3 Valid
Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Company’s
amended and restated memorandum and articles of association, and upon registration in the register of members of the Company shall be
validly issued, fully paid and non-assessable.
3.3.4 Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued and who
is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record of such Ordinary
Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date
of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed,
such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding date on
which the share transfer books or book-entry system are open.
7
3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such
person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess
of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the Ordinary Shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary
Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable
upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its
affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation
on conversion or exercise analogous to the limitation contained in this Agreement. Except as set forth in the preceding sentence, for
purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent
annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer
Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the
Warrant, the Company shall, within 2 Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding.
In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported.
By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable
to such holder to any other percentage specified in such notice. Any such increase shall be effective beginning on the 61st day after
such notice is delivered to the Company.
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4. Adjustments.
4.1 Share
Capitalizations.
4.1.1 Split-Ups.
If after the date of this Agreement, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary
Shares is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event,
then, on the effective date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise
of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of
the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value”
shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually
sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or
exercisable for Ordinary Shares) and multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share
paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if
the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary
Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares
as reported during the 10 trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the
applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued
at less than their par value.
4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s
share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary
Cash Dividends, (c) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a proposed initial Business
Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a shareholder vote to amend
the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Charter”)
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business
Combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “Public Shares”)
if the Company does not complete the Business Combination within the period set forth in the Charter or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with
the redemption of Public Shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or
the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect
of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means
any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash
dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise
of each Warrant) does not exceed $0.50 per share but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50 per share.
9
4.2 Aggregation
of Shares. If after the date of this Agreement, and subject to the provisions of Section 4.6, the number of outstanding
Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number
of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.
4.3 Adjustments
in Warrant Price.
4.3.1 Whenever
the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.
4.3.2 If
(x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the
closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such
issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial
shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares held by
such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest on such proceeds, available
for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of
redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting
on the trading day prior to the day on which the Company completes the Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1, shall be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares
(other than a change under subsection 4.1.1 or 4.1.2 or Section 4.2 or that solely affects the par value of
such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company
as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in
any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another entity
of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the holders of the Warrants shall have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented by such Warrants, the kind and amount of shares or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event.
10
If any reclassification or
reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant
to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event
will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant,
the Company shall give written notice of such adjustment to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of
a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Section 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the
occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record
date or the effective date of the event. Failure to give such notice, or any defect in such notice, shall not affect the legality or validity
of such event.
4.6 No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.
4.7 Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued
pursuant to this Agreement. The Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance of such Warrant, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
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4.8 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall
give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and
purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. Notwithstanding
the foregoing, the Warrants shall not be adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection
with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.
4.9 No
Adjustment. Notwithstanding anything to the contrary in this Agreement, no adjustment shall be made to the terms of the Warrants solely
as a result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares (the “Class B
Ordinary Shares”) into Ordinary Shares or the conversion of the Class B Ordinary Shares into Ordinary Shares, in each
case, pursuant to the Charter.
5. Transfer
and Exchange of Warrants.
5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.
5.2 Procedure
for Surrender of Warrants. Subject to the terms set forth below, Warrants may be surrendered to the Warrant Agent, together with a
written request for exchange or transfer, and upon such surrender the Warrant Agent shall issue in exchange therefor one or more new Warrants
as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants. Notwithstanding
the foregoing, except as otherwise provided in this Agreement or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate,
each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to
another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository. If a Warrant surrendered for
transfer bears a restrictive legend (as in the case of the Private Placement Warrants and the Working Capital Warrants), the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange of such Warrant until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
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5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance
of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.
5.4 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5 Warrant
Execution and Countersignature. The Warrant Agent is authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
5.6 Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
Date.
6. Redemption.
6.1 Redemption
of Public Warrants. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while
they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant. The Company may elect such a redemption only
if (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4), and
(b) there is an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants,
and a current prospectus relating to such registration statement, available throughout the measurement period (as defined below) and 30-day
Redemption Period (as defined in Section 6.2).
6.2 Date
Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. If the Company elects to redeem the Warrants pursuant to
Section 6.1, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date (such
period, the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last
addresses as they shall appear on the registration books. Any notice mailed in the manner provided in this Agreement shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption
Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1 and (b) “Reference
Value” shall mean the closing price of the Ordinary Shares for any 20 trading days within the 30 trading-day period ending
on the third trading day prior to the date on which notice of the redemption is given (the “measurement period”).
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6.3 Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” pursuant to Section 3.3.1(b) of
this Agreement, if applicable) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
of this Agreement and prior to the Redemption Date. If the Company determines to require all holders of Warrants to exercise their Warrants
on a “cashless basis” pursuant to subsection 3.3.1(b) of this Agreement, the notice of redemption shall contain
instructions on how to calculate the number of Ordinary Shares to be received upon exercise of the Warrants.
On and after the Redemption
Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.
6.4 Exclusion
of Private Placement Warrants, Working Capital Warrants and Post-IPO Warrants. The Company agrees that the redemption rights provided
in Section 6.1 of this Agreement shall not apply to the Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants
(if such Post-IPO Warrants provide that they are non-redeemable by the Company).
7. Other
Provisions Relating to Rights of Holders of Warrants.
7.1 No
Rights as Shareholder. A Warrant does not entitle the Registered Holder of such Warrant 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 general meeting or the appointment of directors of the Company or
any other matter.
7.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender of such Warrant), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated,
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
7.3 Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
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7.4 Registration
of Ordinary Shares; Cashless Exercise at Company’s Option.
7.4.1 Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than 15 Business Days after the
closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a post-effective
amendment to the registration statement relating to the Offering or a new registration statement on Form S-1, Form S-3, Form F-1
or Form F-3, as applicable, for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within 60 Business Days after
the closing of its Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating
to such registration statement, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall
fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the
Warrants, to exercise such Warrants on a “cashless basis,” pursuant to subsection 3.3.1, by exchanging the Warrants
(in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value,” as defined in this subsection 7.4.1 by (y) the
Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average last reported
sale price of the Ordinary Shares for the 10 trading day period ending on the third trading day prior to the date that notice of exercise
is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless
exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company
(which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis
in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares
issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such
term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required
to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the
Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under
the first three sentences of this subsection 7.4.1.
7.4.2 Cashless
Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities
exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities
Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) as described in subsection 7.4.1 and (i) if the Company so elects, the Company shall not be required to file or maintain
in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants, notwithstanding anything in this Agreement to the contrary, and (ii) if the Company does not so file or maintain such registration
statement, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable
upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the
extent an exemption is not available.
15
8. Concerning
the Warrant Agent and Other Matters.
8.1 Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.
8.2 Resignation,
Consolidation, or Merger of Warrant Agent.
8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent
in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his,
her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent under this Agreement, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company,
an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent under
this Agreement; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.
8.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice of such
appointment to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such
appointment.
8.2.3 Merger
or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated
or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent
under this Agreement without any further act.
16
8.3 Fees
and Expenses of Warrant Agent.
8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties under this Agreement.
8.3.2 Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.
8.4 Liability
of Warrant Agent.
8.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect of such matter is specifically required by this Agreement) may be deemed to be conclusively
proved and established by a statement signed by a Chairman or Co-Chairman of the Board, the Chief Executive Officer, the President, the
Chief Financial Officer, Chief Operating Officer, the Executive Vice President, the General Counsel, the Secretary or other executive
officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.
8.4.2 Indemnity.
The Warrant Agent shall be liable under this Agreement only for its own or its shareholders, directors, officers and employees, gross
negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any
and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the
Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s, or its shareholders, directors, officers
and employees, gross negligence, willful misconduct, fraud or bad faith.
8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature of such Warrant). The Warrant Agent shall not be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 of this Agreement or responsible for the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this
Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
17
8.5 Acceptance
of Agency. The Warrant Agent accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
set forth in this Agreement and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise
of the Warrants.
8.6 Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement by and between the
Company and Continental Stock Transfer & Trust Company as trustee) and agrees not to seek recourse, reimbursement, payment or
satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent waives any and all Claims against the
Trust Account and any and all rights to seek access to the Trust Account.
9. Miscellaneous
Provisions.
9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.
9.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Company with the Warrant Agent), as follows:
Ares
Acquisition Corporation III
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Attention: General Counsel
Email: [***]
with a copy to:
Kirkland &
Ellis LLP
2049 Century Park East, 37th Floor
Los Angeles, CA 90067
Attention: Monica J. Shilling, P.C.
Philippa Bond, P.C.
Van Whiting
Email: [***]
[***]
[***]
18
and
Kirkland &
Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention: Christian Nagler, P.C.
Aaron Z. Simons
Email: [***]
[***]
Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
in each case, with a copy to:
J.P. Morgan Securities LLC
270 Park Avenue
New York, NY 10017
Attention: Equity Syndicate Desk
and
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Attention: General Counsel
9.3 Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction.
The Company 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 the exclusive forum for any such action, proceeding or claim. The Company waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will
not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest
in any Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Agreement. If any action, the
subject matter of which is within the scope of the forum provisions of this Agreement, is filed in a court other than a court of 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 holder of the Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal
courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such
warrant holder’s counsel in the foreign action as agent for such warrant holder.
19
9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation
or other entity other than the parties to this Agreement and the Registered Holders of the Warrants any right, remedy, or claim under
or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement of this Agreement. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties to this
Agreement and their successors and assigns and of the Registered Holders of the Warrants.
9.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require
any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.
9.6 Counterparts:
Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.
9.7 Effect
of Headings. The Section headings of this Agreement are for convenience only and are not part of this Agreement and shall
not affect the interpretation of this Agreement.
9.8 Amendments.
This Agreement may be amended by the parties to this Agreement without the consent of any Registered Holder for the purpose of: (i) curing
any ambiguity or correcting any mistake, or curing, correcting or supplementing any defective provision contained in this Agreement, including
to conform the provisions of this Agreement to the description of the terms of the Warrants and this Agreement set forth in the Prospectus;
or (ii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties
may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other
modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall
require the vote or written consent of the Registered Holders of at least a majority of the number of the then outstanding Public Warrants
and, solely with respect to any amendment to the terms of the Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants
or any provision of this Agreement with respect to the Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants, at least
a majority of the number of then outstanding Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants. Notwithstanding
the foregoing, (a) the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections
3.1 and 3.2 of this Agreement, respectively, without the consent of the Registered Holders; and (b) the Company may permit
or require the exercise of any Warrants on a “cashless basis” without the consent of the Registered Holders.
20
9.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision of this Agreement shall not
affect the validity or enforceability of this Agreement or of any other term or provision of this Agreement. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties to this Agreement 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]
21
IN WITNESS WHEREOF, the parties
to this Agreement have caused this Agreement to be duly executed as of the date first above written.
ARES ACQUISITION CORPORATION III
By:
/s/ Anton Feingold
Name:
Anton Feingold
Title:
Secretary
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent
By:
/s/ Henry Ferrel
Name:
Henry Ferrel
Title:
Vice President
[Signature Page to Warrant
Agreement]
EXHIBIT A
LEGEND
THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS
BY AND AMONG ARES ACQUISITION CORPORATION III (THE “COMPANY”), ARES ACQUISITION HOLDINGS III LP AND THE OTHER SIGNATORIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS
AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT)
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED HEREBY
AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
EXHIBIT B
[Form of Warrant Certificate]
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW
ARES
ACQUISITION CORPORATION III
Incorporated Under the Laws of the Cayman Islands
CUSIP [•]
Warrant Certificate
This
Warrant Certificate certifies that , or registered assigns, is the registered holder of warrants evidenced by this Warrant
Certificate (the “Warrants” and each, a “Warrant”) to purchase Class A Ordinary Shares, $0.0001
par value per share (the “Ordinary Shares”), of Ares Acquisition Corporation III, a Cayman Islands exempted company
(the “Company”). Each Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant
Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below,
at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in US dollars,
by bank wire or certified check (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States
of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred
to below, subject to the conditions set forth in this Warrant Certificate and in the Warrant Agreement. Defined terms used in this Warrant
Certificate but not defined in this Warrant Certificate have the meanings given to such terms in the Warrant Agreement.
Each whole Warrant is initially
exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If,
upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon
exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary
Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.
The initial Warrant Price
per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void.
Reference is made to the further
provisions of this Warrant Certificate set forth on the reverse, which have the same effect as though fully set forth at this place.
This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.
ARES ACQUISITION CORPORATION III
By:
Name:
Title:
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent
By:
Name:
Title:
[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares.
The Warrants are issued or to be issued pursuant to a Warrant Agreement dated as of , 2026 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is incorporated by reference in, and made a part of, this Warrant
Certificate, and is referred to for a description of the rights, limitation of rights, obligations, duties and immunities under the Warrant
Agreement of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning
the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
upon written request to the Company. Defined terms used in this Warrant Certificate but not defined in this Warrant Certificate have the
meanings given to such terms in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth on this Warrant Certificate
properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. If, on any exercise
of Warrants evidenced by this Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced
by this Warrant Certificate, there shall be issued to the holder of this Warrant Certificate or his, her or its assignee, a new Warrant
Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised and the Company shall not be obligated to issue Ordinary
Shares upon exercise of a Warrant unless at the time of exercise: (i) a post-effective amendment to the registration statement for
the Offering or a new a registration statement on Form S-1, Form S-3, Form F-1 or Form F-3, as applicable, following
a Business Combination, covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act
of 1933, as amended; (ii) a prospectus under such registration statement relating to the Ordinary Shares is current; and (iii) the
issuance of such Ordinary Shares have been registered, qualified or deemed to be exempt from registration or qualification under the securities
laws of the state of residence of the Registered Holder of the Warrants, except through “cashless exercise” as provided for
in the Warrant Agreement.
The Warrant Agreement provides
that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the face
of this Warrant Certificate may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder of such Warrant
would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole
number of Ordinary Shares to be issued to the holder of the Warrant.
Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder of such Warrant Certificate in person
or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor
evidencing in the aggregate a like number of Warrants.
Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection with such transfer.
The Company and the Warrant
Agent may deem and treat the Registered Holder(s) of this Warrant Certificate as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing on this Warrant Certificate made by anyone) for the purpose of any exercise
of this Warrant Certificate, of any distribution to the holder(s) of this Warrant Certificate, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles
any holder of such Warrant Certificate to any rights of a shareholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The
undersigned irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and tenders
payment for such Ordinary Shares to the order of Ares Acquisition Corporation III (the “Company”) in the amount of
$ in accordance with the terms of this Warrant Certificate. The undersigned requests that a certificate for such Ordinary Shares be registered
in the name of , whose address is , and that such Ordinary Shares be delivered to ,
whose address is . If the number of shares for which the Warrants are being exercised is less than all of the Ordinary Shares purchasable
under this Warrant Certificate, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary
Shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .
If the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is
exercisable for would be determined in accordance with the relevant Section of the Warrant Agreement which allows for such cashless
exercise and (ii) the holder of this Warrant Certificate shall complete the following: The undersigned irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary
Shares. If said number of shares is less than all of the Ordinary Shares purchasable under this Warrant Certificate (after giving effect
to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary
Shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .
[Signature Page Follows]
Date:
(Signature)
(Address)
(Tax Identification Number)
Signature Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR
RULE)).
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2619522d1_ex10-1.htm · Sequence: 5
Exhibit 10.1
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated June 29, 2026 (as it may from time to time be amended, this “Agreement”), is
entered into by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”),
and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, acting through its general partner, Ares Acquisition
Holdings III (the “Purchaser”).
WHEREAS, the Company intends
to complete an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-tenth
of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at $11.50 per share, at a price of $1.50
per warrant. The Purchaser has agreed to purchase an aggregate of 6,800,000 warrants (or 7,490,000 in the aggregate depending on the extent
to which the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share,
subject to adjustment.
NOW THEREFORE, the parties
to this Agreement agree as follows:
AGREEMENT
Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchaser.
B. Purchase
and Sale of the Private Placement Warrants.
(i) On
the date of the completion 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 6,800,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase
price of $10,200,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of
immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s
wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall issue and
register the Private Placement Warrants purchased by the Purchaser in book-entry form.
(ii) On
the date of any closing of the over-allotment option, if any, 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, 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 690,000 additional Private Placement
Warrants at a price of $1.50 per warrant in the same proportion as the amount of the over-allotment option is then so exercised for an
aggregate purchase price of up to $1,035,000 (if the over-allotment option in connection with the Public Offering is exercised in full)
(the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer
of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the
Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase
Price, the Company shall issue and register the additional Private Placement Warrants purchased by the Purchaser on such date in book-entry
form.
C. Terms
of the Private Placement Warrants.
(i) Each
Private Placement Warrant shall have the terms set forth in the warrant agreement to be entered into by the Company and a warrant agent
in connection with the Public Offering (the “Warrant Agreement”).
(ii) At,
or prior to, the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration and shareholder
rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchaser relating to the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants.
Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Warrants, the Company represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date) that:
A. Incorporation
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 transactions contemplated by this Agreement, the Warrant Agreement and the Registration
Rights Agreement.
B. Authorization;
No Breach.
(i) The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of
the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, winding-up, insolvency, fraudulent conveyance or similar laws affecting
the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement
and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance
with their terms as of the Closing Date, except as such enforceability may be limited by applicable bankruptcy, winding-up, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2
(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with,
the respective terms of this Agreement and of such execution and delivery 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 equity or assets under, (d) result
in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to,
or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles
of Association of the Company in effect on the date of this Agreement 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 of this Agreement under federal or state securities
laws.
C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement and the Warrant Agreement, and
upon registration in the Company’s register of members, the Ordinary Shares issuable upon exercise of the Private Placement Warrants
will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms of
this Agreement and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good
title to the Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants, free and clear
of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions under this Agreement and under the other
agreements contemplated by this Agreement, (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 completion by the Company of any other
transactions contemplated by this Agreement.
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 U.S. Securities Act of 1933, as amended (the “Securities Act”).
Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private
Placement Warrants to the Purchaser, the Purchaser 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.
3
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,
winding-up, 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 of this Agreement 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 Warrants and, upon exercise of the Private Placement Warrants, the Ordinary Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes
only and not with a view towards, or for resale in connection with, any public sale or distribution of such Securities.
(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.
(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 in this Agreement in order to determine
the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv) The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) of Regulation D.
(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.
4
(vi) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vii) The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered under the Securities Act
or any state securities laws or (2) sold in reliance on an exemption from the Securities Act or any state securities laws; 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 under
the Securities Act or any state securities laws. While the Purchaser understands that Rule 144 is not available for the resale of
securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at
any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition if the following
conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports
and material required to be filed, as applicable, during the 12 months preceding such resale (or such shorter period that the issuer was
required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time
that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
(viii) The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated under this Agreement
for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and
will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser
can afford a complete loss of its investment in the Securities.
(ix) The
Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.
Section 4. Conditions
of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Warrants is 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.
5
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 by this Agreement, which prohibits the completion of any of the transactions contemplated by this
Agreement or the Warrant Agreement.
D. Ancillary
Agreements. The Company shall have entered into the Registration Rights Agreement and the Warrant Agreement.
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. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement, the Warrant Agreement and the Registration Rights Agreement and the issuance and sale of the Private Placement Warrants
under this Agreement.
D. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated by this Agreement, which prohibits the completion of any of the transactions contemplated by this
Agreement or the Warrant Agreement.
E. Ancillary
Agreements. The Company shall have entered into the Registration Rights Agreement and the Warrant Agreement with a warrant agent on
terms satisfactory to the Company.
Section 6. Termination.
This Agreement may be terminated at any time after December 31, 2026 upon the election by either the Company or the Purchaser upon
written notice to the other party if the closing of the Public Offering does not occur prior to such date.
Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained in this Agreement shall survive each Closing
Date.
6
Section 8. Miscellaneous.
A. Successors
and Assigns. Except as otherwise expressly provided in this Agreement, all covenants and agreements contained in this Agreement by
or on behalf of any of the parties to this Agreement shall bind and inure to the benefit of the respective successors of the parties to
this Agreement whether so expressed or not. Notwithstanding the foregoing or anything to the contrary in this Agreement, the parties may
not assign this Agreement, other than assignments by the Purchaser to affiliates of the Purchaser (including, without limitation one or
more of its members).
B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts.
This Agreement may be executed 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.
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 and any dispute, claim, suit, action or proceeding of whatever nature arising out of or in any way related to
it (including any non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of the Cayman
Islands.
F. Jurisdiction.
Each party to this Agreement irrevocably agrees that the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine
any claim, suit, action or proceeding, and to settle any disputes, which may arise out of or are in any way related to or in connection
with this Agreement or the legal relationship established by it, and, for such purposes, irrevocably submits to the exclusive jurisdiction
of such courts.
G. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
to this Agreement.
H. Third
Parties No Right to Enforce. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties)
Act (As Revised), as amended, modified, re-enacted or replaced, to enforce any term of this Agreement.
[Signature Page Follows]
7
IN WITNESS WHEREOF,
the parties to this Agreement have executed this Agreement to be effective on the date first set forth above.
COMPANY:
ARES ACQUISITION CORPORATION III
By:
/s/ Anton Feingold
Name:
Anton Feingold
Title:
Secretary
PURCHASER:
ARES ACQUISITION HOLDINGS III LP
Acting by its General Partner
Ares Acquisition Holdings III
By:
/s/ Anton Feingold
Name:
Anton Feingold
Title: Secretary
[Signature Page to Private
Placement Warrants Purchase Agreement]
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: tm2619522d1_ex10-2.htm · Sequence: 6
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management
Trust Agreement (this “Agreement”) is made on June 29, 2026 by and between Ares Acquisition Corporation
III, 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. 333-296746 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering (the “Offering”)
of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par
value $0.0001 per share (the “Ordinary Shares”), and one-tenth of one redeemable warrant, has been declared
effective as of the date of this Agreement by the U.S. Securities and Exchange Commission;
WHEREAS, the Company has
entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Jefferies
LLC, as representatives (the “Representatives”) of the several underwriters named in the Underwriting Agreement
(together, the “Underwriters”);
WHEREAS,
as described in the Prospectus, $345,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $396,750,000 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 provided in this Agreement;
WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $12,075,000, or $13,886,250 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by
the Company to the Underwriters upon and concurrently with the completion of the Business Combination (the “Deferred Discount”);
and
WHEREAS, the Company and
the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS
AGREED:
1. Agreements
and Covenants of Trustee. The Trustee 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 JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth in this Agreement;
(c) In
a timely manner, upon the written instruction of the Company, (i) hold funds uninvested, (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, or (iii) 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, 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 under this
Agreement and while 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 in this Agreement;
(e) Promptly
notify the Company and the Underwriters 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 of the Company’s
financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;
(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;
(i) Commence
liquidation of the Trust Account only after and promptly 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 Co-Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Chief Operating Officer, President, Executive Vice President, Vice President or Secretary or other authorized
officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representatives, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account
(less Permitted Withdrawals), only as directed in the Termination Letter and the other documents referred to in such Termination Letter;
or (y) unless an earlier date is approved by the Company’s Board, upon the date which is the latest of (1) 24 months
after the closing of the Offering, (2) 30 months after the closing of the Offering if the Company has executed a letter of intent
for an initial Business Combination within 24 months from the closing of the Offering and (3) 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
if a Termination Letter has not been received by the Trustee prior to such date. In the case of a liquidation pursuant to clause (y) of
the prior sentence, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less
Permitted Withdrawals), shall be distributed to the Public Shareholders of record as of such date;
2
(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached to this Agreement
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to
the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant
taxing authority so long as there is no reduction in the principal amount per share initially deposited in the Trust Account, plus any
additional amounts, calculated on a per share basis, required to be deposited for an extension of the last date to complete a business
combination as a condition of any extension of such date approved by the Company’s shareholders . Notwithstanding the foregoing,
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 (it being acknowledged and agreed that
any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request;
(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached to this Agreement
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
to the Public Shareholders on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public
Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the 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 its initial Business Combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering
(the “public shares”) if the Company has not completed an initial 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
material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have
no responsibility to look beyond said request;
(l) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached to this Agreement
as Exhibit E (a “Working Capital Withdrawal Instruction”), withdraw from the Trust Account and
distribute to the Company the amount requested in such written request to effect a Working Capital Withdrawal, subject to an annual limit
of $500,000 (plus the rollover of unused amounts from prior years), (provided that only $250,000, plus the rollover of unused amounts
from prior years of interest earned on the funds held in the trust account may be released during the six-month period that will begin
24 months from the closing of the Company’s initial public offering if the Company has executed a letter of intent for an initial
business combination within 24 months from the closing of its initial public offering) which amount shall be delivered directly to the
Company to fund such purposes, so long as there is no reduction in the principal aggregated amount per share initially deposited in the
Trust Account, plus any additional amounts, calculated on a per share basis, required to be deposited for an extension of the last date
to complete a business combination as a condition of any extension of such date approved by the Company’s shareholders. 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; and
3
(m) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j), 1(k) or
1(l) above.
2. Agreements
and Covenants of the Company. The Company agrees and covenants to:
(a) Give
all instructions to the Trustee under this Agreement in writing, signed by the Company’s Co-Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, Chief Operating Officer, President, Executive Vice President, Vice President or Secretary. In addition,
except with respect to its duties under Section 1(i), 1(j) and 1(k) of this Agreement, 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 of this Agreement, 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 under
this Agreement 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 under this Agreement,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify
the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim. Notwithstanding the foregoing, the Trustee shall obtain
the prior written consent of the Company with respect to the selection of counsel. In addition, the Company may conduct and manage the
defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Trustee may
not agree to settle any Indemnified Claim without the prior written consent of the Company. The Company may participate in such action
with its own counsel;
4
(c) Pay
the Trustee the fees set forth on Schedule A to this Agreement, including an initial acceptance fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) of
this Agreement. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the completion
of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) of this Agreement;
(d) In
connection with any vote of the Company’s shareholders regarding a 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 Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f) Unless
otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount
is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the
funds held in the Trust Account to the Company or any other person;
(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and
(h) Within
four business days after the Underwriters exercises the over-allotment option (or any unexercised portion of such over-allotment option)
or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.
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 in this Agreement;
(b) Take
any action with respect to the Property, other than as directed in Section 1 of this Agreement, 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 written instructions from the Company given as provided
in this Agreement to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses
incident to such proceeding;
5
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions under this Agreement 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 to this Agreement or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee, 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 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 of this Agreement, 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 to such written agreement;
(g) Verify
the accuracy of the information contained in the Registration Statement;
(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;
(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to,
tax obligations, except pursuant to Section 1(j); or
(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j),
1(k) or 1(l).
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 irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have
now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c), 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.
6
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 and any other reasonable transfer request that the Company
may make, whereupon this Agreement shall terminate. Notwithstanding the foregoing, if the Company does not locate a successor trustee
within 90 days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or
(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).
6. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth 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. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the funds.
(b) This
Agreement contains the entire agreement and understanding of the parties to this Agreement with respect to the subject matter of this
Agreement. Except for Sections 1(i), 1(j), 1(k) and l(l) (which sections may not be modified, amended
or deleted without the affirmative vote of holders of 50% of the votes cast of the then outstanding Ordinary Shares and Class B
ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class. Notwithstanding the foregoing, no such
amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder
vote to amend 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 its initial Business Combination or to redeem 100% of the public
shares if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended
and restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity of the Company’s Class A ordinary shares), this Agreement or any provision
of this Agreement may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each
of the parties to this Agreement.
7
(c) This
Agreement and any dispute, claim, suit, action or proceeding of whatever nature arising out of or in any way related to it or its formation
(including any non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of the State
of New York.
(d) Each
party irrevocably agrees to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic
mail:
if to the Trustee, to:
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis
Wolf & Celeste Gonzalez
Email: [***]
Email: [***]
if to the Company, to:
Ares Acquisition Corporation III
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Attn: General
Counsel
Email: [***]
in each case, with copies to:
Kirkland & Ellis LLP
2049 Century Park East, 37th Floor
Los Angeles, CA 90067
Attn: Monica
J. Shilling, P.C.
Philippa Bond, P.C.
Van Whiting
Email: [***]
[***]
[***] and
8
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attn: Christian
Nagler, P.C.
Aaron Z. Simons
Email: [***]
[***]
and
J.P. Morgan Securities LLC
270 Park Avenue
New York, NY 10017
Jefferies LLC
520 Madison Avenue
New York, NY 10022
and
Ropes &
Gray LLP
1211 Avenue of the Americas
New York, NY 10036
Attn: Christopher
J. Capuzzi
Paul D. Tropp
Email: [***]
[***]
(f) Each
of the Company and the Trustee represents that it has the full right and power and has been duly authorized to enter into this Agreement
and to perform its obligations as contemplated under this Agreement. The Trustee acknowledges and agrees that it shall not make any claims
or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance.
(g) This
Agreement is the joint product of the Trustee and the Company and each provision of this Agreement has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party to this Agreement.
(h) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery of such signed counterpart.
9
(i) Each
of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, are third-party
beneficiaries of this Agreement.
(j) The
Trustee shall perform its duties under this Agreement in compliance with all applicable laws and shall keep confidential all information
relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than the performance
of the Trustee’s obligations under this Agreement.
(k) Except
as specified in this Agreement, no party to this Agreement may assign its rights or delegate its obligations under this Agreement to
any other person or entity without the prior written consent of the other.
(l) Definitions:
Unless otherwise stated in this Agreement or the context otherwise requires, the following terms have the meanings set forth below:
(i) “Beneficiaries”
means the Public Shareholders and the Company.
(ii) “Board”
means the board of directors of the Company.
(iii) “Business
Combination” means a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
involving the Company and one or more businesses.
(iv) “Permitted
Withdrawals” means (x) Working Capital Withdrawals, provided that Working Capital Withdrawals may only be made from
interest earned on and not from the principal held in the Trust Account, (y) amounts withdrawn or eligible to be withdrawn to pay
taxes and (z) up to $100,000 of interest to fund the costs and expenses of the liquidation of the Trust Account.
(v) “Property”
means the amount to be delivered to the Trustee and any interest subsequently earned on such amount.
(vi) “Public
Shareholders” means the shareholders for whose benefit the Trustee shall hold the Property.
(vii) “Termination
Letter” means a letter in the a form substantially similar to that attached to this Agreement as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer, Executive Vice President, Secretary or Co-Chairman of the Board of Directors or other authorized officer of the Company.
(viii) “Working
Capital Withdrawal” means amounts withdrawn or eligible to be withdrawn from the Trust Account to fund the Company’s
working capital requirements, subject to an annual limit of US$500,000 (plus any unused amounts carried over from prior years), provided
that only US$250,000, plus the rollover of unused amounts from prior years of interest earned on the funds held in the Trust Account,
may be released to the Company during the six-month period that will begin 24 months from the closing of the Offering if the Company
has executed a letter of intent for an initial Business Combination within 24 months from the closing of the Offering.
[Signature Page Follows]
10
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement on the date first written above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
By:
/s/ Francis
Wolf
Name:
Francis Wolf
Title:
Vice President
ARES ACQUISITION CORPORATION III
By:
/s/ Anton Feingold
Name:
Anton Feingold
Title:
Secretary
[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.
$ 7,500
Transaction processing fee for disbursements to Company
under Sections 1(i), 1(j) and 1(l)
Billed to Company following disbursement made to Company
under Section 1
$ 150
Paying Agent services as required pursuant to Section 1(i) and
1(k)
Billed to Company upon delivery of service pursuant to
Section 1(i) and 1(k)
Prevailing
rates
EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Re: Trust
Account—Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Ares Acquisition Corporation III (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of , 2026 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”)
to complete an initial business combination with the Target Business (the “Business Combination”) on or about
[insert date]. The Company shall notify you at least 72 hours in advance of the actual date (or such shorter period as you may
agree) of the completion of the Business Combination (the “Completion Date”). Capitalized terms used but not
defined in this letter shall have the meanings set forth in the Trust Agreement.
In accordance with the terms
of the Trust Agreement, we authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Completion 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 Completion
Date (including as directed to it by the Underwriters (with respect to the Deferred Discount)).
On the Completion Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been completed, or will be completed concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the
Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer,
President, Executive Vice President, Vice President, Secretary or Co-Chairman of the Board or other authorized officer of the Company,
which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a
joint written instruction signed by the Company and the Underwriters with respect to the transfer of the funds held in the Trust Account,
including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred
Discount directly to the account or accounts directed by the Underwriters from the Trust Account (the “Instruction Letter”).
You are 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 Completion 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 Completion Date to the Company.
Upon the distribution of all the funds, net of Permitted Withdrawals and 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 completed on the Completion Date described in the notice of such Business Combination and we have not notified you
on or before the original Completion Date of a new Completion Date, then upon receipt by the Trustee of written instructions from the
Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the
business day immediately following the Completion Date as set forth in such notice as soon thereafter as possible.
Very truly yours,
Ares Acquisition Corporation III
By:
Name:
Title:
Acknowledged and agreed,
J.P. Morgan Securities LLC
By:
Name:
Title:
Jefferies LLC
By:
Name:
Title:
EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Re: Trust
Account —Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Ares Acquisition Corporation III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2026 (the “Trust
Agreement”), this is to advise you that [the Company has been unable to effect a business combination with a target business
(the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum
and Articles of Association or on such earlier date as determined by the Company’s Board of Directors] [the Company’s Board
of Directors has determined to terminate the period in which the Company must complete a Business Combination on [●]], as
described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined in this letter shall have
the meanings set forth in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we 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,
less taxes payable and up to $100,000 to cover dissolution expenses of the Company. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such amount for dissolution expense of $ promptly upon your receipt
of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
The Company has selected
[ADD DATE]1 as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive
their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree
to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and
the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of Permitted
Withdrawals and any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust
Agreement.
Very truly yours,
Ares Acquisition Corporation III
By:
Name:
Title:
cc: J.P.
Morgan Securities LLC
Jefferies LLC
124
months from the closing of the Company’s Offering or 30 months from the closing of the Offering if the Company has executed a letter
of intent for an initial Business Combination within 24 months from the closing of the Offering or by such earlier date as the Company’s
board of directors may approve.
EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Re: Trust
Account -Tax Payment Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Ares Acquisition Corporation III (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of , 2026 (the “Trust Agreement”),
the Company requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date of this letter.
Capitalized terms used but not defined in this letter 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 directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:
17
[WIRE INSTRUCTION INFORMATION]
Very truly yours,
Ares Acquisition Corporation III
By:
Name:
Title:
cc: J.P.
Morgan Securities LLC
Jefferies LLC
18
EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Re: Trust
Account — Shareholder Redemption Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Ares Acquisition Corporation III (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of , 2026 (the “Trust Agreement”),
the Company 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 of this letter to a segregated account held by you on behalf of the Beneficiaries for distribution
to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined in this letter
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. As such, you are directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.
Very truly yours,
Ares Acquisition Corporation III
By:
Name:
Title:
cc: J.P.
Morgan Securities LLC
Jefferies LLC
EXHIBIT E
[Letterhead of Company]
[Insert date]
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Re: Trust
Account — Working Capital Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(l) of the Investment Management Trust Agreement between Ares Acquisition Corporation III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ,
2026 (the “Trust Agreement”), the Company requests that you deliver to the Company $[
] of the interest income earned on the Property as of the date of this letter. Capitalized terms used but not defined in this letter
shall have the meanings set forth in the Trust Agreement.
The Company needs such funds
for working capital, subject to an annual limit of $500,000 (plus the rollover of unused amounts from prior years) (provided that only
$250,000, plus the rollover of unused amounts from prior years of interest earned on the funds held in the trust account may be released
to the Company during the six-month period that will begin 24 months from the closing of the Company’s initial public offering
if the Company has executed a letter of intent for an initial business combination within 24 months from the closing of its initial public
offering). For the current year ending , _________US$ has been disbursed to date (including the amounts requested under this letter).
In accordance with the terms of the Trust Agreement, you are 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,
Ares Acquisition Corporation III
By:
Name:
Title:
cc: J.P.
Morgan Securities LLC
Jefferies LLC
20
EX-10.3 — EXHIBIT 10.3
EX-10.3
Filename: tm2619522d1_ex10-3.htm · Sequence: 7
Exhibit 10.3
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
THIS REGISTRATION AND SHAREHOLDER
RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2026, is made and entered into by and among Ares
Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings
III LP, a Cayman Islands exempted limited partnership (the “Sponsor”) (the Sponsor together with any person
or entity who becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder”
and collectively the “Holders”).
RECITALS
WHEREAS,
the Company has 9,918,750 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”),
issued and outstanding, up to 43,750 of which will be surrendered to the Company for no consideration depending on the extent to which
the underwriters of the Company’s initial public offering exercise their remaining over-allotment option;
WHEREAS,
the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary
Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;
WHEREAS,
on the date of this Agreement, the Company and the Sponsor entered into the Private Placement Warrants Purchase Agreement (the “Private
Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 7,466,667 warrants
(or up to 7,490,000 warrants depending on the extent to which the over-allotment option in connection with the Company’s initial
public offering is exercised) (the “Private Placement Warrants”) in a private placement transaction occurring
simultaneously with the closing of the Company’s initial public offering;
WHEREAS,
in order to finance the Company’s transaction costs in connection with its search for and completion of an initial Business Combination,
the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as the Company may require,
of which up to $2,000,000 of such loans may be convertible into private placement-equivalent warrants (“Working Capital Warrants”)
at a price of $1.50 per warrant at the option of the lender; and
WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW,
THEREFORE, the parties to this Agreement 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”
means 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 in such Registration Statement or Prospectus
(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”
has the meaning given in the Preamble.
“Board”
means the Board of Directors of the Company.
“Business Combination”
means any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or
more businesses, involving the Company.
“Commission”
means the United States Securities and Exchange Commission.
“Company”
has the meaning given in the Preamble.
“Demand Registration”
has the meaning given in subsection 2.1.1.
“Demanding Holder”
has the meaning given in subsection 2.1.1.
“Exchange Act”
means the United States Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1”
has the meaning given in subsection 2.1.1.
“Form S-3”
has the meaning given in subsection 2.3.1.
“Founder Shares”
has the meaning given in the Recitals to this Agreement and shall be deemed to include the Ordinary Shares issuable upon conversion of
such Founder Shares.
“Founder Shares
Lock-up Period” means the earlier to occur of: (i) one year after the completion of the Company’s initial Business
Combination; and (ii) subsequent to the Company’s initial Business Combination the date on which (x) the Company completes
a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property or (y) the closing price of the Ordinary Shares equals or exceeds $12.00
per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination.
“Holders”
has the meaning given in the Preamble.
2
“Insider Letter”
means the letter agreement, dated as of the date of this Agreement, by and among the Company, the Sponsor and each of the Company’s
officers and directors.
“Maximum Number
of Securities” has the meaning given in subsection 2.1.4.
“Misstatement”
means 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 case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.
“Nominee”
is defined in subsection 5.1.1.
“Ordinary Shares”
has the meaning given in the Recitals to this Agreement.
“Permitted Transferees”
means any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the
expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may be, under
the Insider Letter, the Private Placement Warrants Purchase Agreement, this Agreement and any other applicable agreement between such
Holder and the Company, and to any subsequent transferee.
“Piggyback Registration”
has the meaning given in subsection 2.2.1.
“Private Placement
Lock-up Period” means, with respect to (i) Private Placement Warrants and Working Capital Warrants that are held by
the initial purchasers of such Private Placement Warrants and Working Capital Warrants or their Permitted Transferees, and (ii) the
Ordinary Shares issuable upon the exercise of the Private Placement Warrants and Working Capital Warrants, that are held by the initial
purchasers of the Private Placement Warrants and Working Capital Warrants or their Permitted Transferees, the period ending 30 days after
the completion of the Company’s initial Business Combination.
“Private Placement
Warrants” has the meaning given in the Recitals to this Agreement.
“Private Placement
Warrants Purchase Agreement” has the meaning given in the Recitals to this Agreement.
“Pro Rata”
has the meaning given in subsection 2.1.4.
“Prospectus”
means the prospectus included in any Registration Statement, as supplemented by all prospectus supplements and as amended by all post-effective
amendments and including all material incorporated by reference in such prospectus.
3
“Registrable Security”
means (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private
Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants), (c) any
outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other
equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the Ordinary
Shares issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital
loans in an amount up to $2,000,000 made to the Company by a Holder (including the Working Capital Warrants and any Ordinary Shares issued
or issuable upon the exercise of the Working Capital Warrants) and (e) any other equity security of the Company issued or issuable
with respect to any such Ordinary Share by way of a share capitalization or share split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization. Notwithstanding the foregoing, 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 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.
“Registration”
means 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 under the Securities Act, and such registration statement
becoming effective.
“Registration
Expenses” means the out-of-pocket expenses of a Registration, including 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 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.
4
“Registration
Statement” means 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”
has the meaning given in subsection 2.1.1.
“Securities Act”
means the United States Securities Act of 1933, as amended from time to time.
“Shelf”
has the meaning given in subsection 2.3.1.
“Sponsor”
has the meaning given in the Recitals to this Agreement.
“Sponsor Director”
means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.
“Subsequent Shelf
Registration” has the meaning given in subsection 2.3.2.
“Takedown Requesting
Holder” has the meaning given in subsection 2.3.3.
“Underwriter”
means 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” means a Registration in which securities of the Company
are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Underwritten
Shelf Takedown” has the meaning given in subsection 2.3.3.
“Working Capital
Warrants” has the meaning given in the Recitals to this Agreement.
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 of this Agreement, at any time
and from time to time on or after the date the Company completes the Business Combination, the Holders of at least 15% 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 of such securities (such written demand a “Demand Registration”).
The Company shall, within ten 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 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 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 as practicable, but not more than 45
days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested
by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, including by filing a Registration
Statement relating to such Registration as soon as practicable. Under no circumstances shall the Company be obligated to effect more than
an aggregate of three Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable
Securities. Notwithstanding the foregoing, a Registration shall not be counted as a Demand Registration 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. In addition, notwithstanding
anything to the contrary in this Agreement, an Underwritten Shelf Takedown shall not count as a Demand Registration.
5
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 to such Registration. Notwithstanding the foregoing,
if, after a Registration Statement with respect to a Demand Registration 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 affirmatively elect to continue with
such Registration and accordingly notify the Company in writing, but in no event later than five days, of such election. In addition,
notwithstanding anything in this Agreement to the contrary, 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.
2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 of this Agreement, 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
in this Agreement. 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.
6
2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to
sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then
the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders
and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and
Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to in this Agreement as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under clause (i), the Registrable Securities of Holders exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata without exceeding
the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under clauses
(i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under
the clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is
obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Securities.
2.1.5 Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration
pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.
7
2.2 Piggyback
Registration.
2.2.1 Piggyback
Rights. If, at any time on or after the date the Company completes 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, pursuant to Section 2.1 of this Agreement), 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 days before the anticipated filing date of
such Registration Statement. The 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 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 of such securities. 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.
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 the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares,
if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other
than the Holders of Registrable Securities under this Agreement (ii) the Registrable Securities as to which registration has been
requested pursuant to Section 2.2 of this Agreement, 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
of this Agreement Pro Rata, 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;
8
(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, 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. Any Registration effected pursuant to Section 2.2 of this Agreement shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.1 of this Agreement.
9
2.3 Shelf
Registrations.
2.3.1 The
Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated by the Commission), register the resale of any or all of their Registrable
Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”),
or if the Company is ineligible to use Form S-3, on Form S-1. Notwithstanding the foregoing, that the Company shall not be obligated
to effect such request through an Underwritten Offering. A registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”)
shall provide for the resale of the Registrable Securities included in such registration statement pursuant to any method or combination
of methods legally available to, and requested by, any Holder. Within five 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 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 five days after the receipt by the Holder of the notice from the Company. As soon as practicable, but not more than
twelve 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. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to effect
any such Registration pursuant to Section 2.3.1 of this Agreement 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. The Company shall maintain each Shelf in accordance with the terms of this Agreement, and
shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep
such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there
are no longer any Registrable Securities included on such Shelf. If the Company files a Shelf on Form S-1, the Company shall use
its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible
to use Form S-3.
2.3.2 If
any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included on such Shelf
are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such
Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness
of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner
reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration
statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including
on such Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent
Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration
to become effective under the Securities Act as promptly as is reasonably practicable after the filing of such Subsequent Shelf Registration
and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities included on such Subsequent Shelf Registration.
Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise,
such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that
are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly use its commercially
reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf
(including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as
practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms of this Agreement. Notwithstanding
the foregoing, the Company shall only be required to cause Registrable Securities to be covered pursuant to a Shelf or Subsequent Shelf
Registration once annually after inquiry of the Holders.
10
2.3.3 At
any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any
portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”). Notwithstanding the foregoing, the Company shall only be obligated to effect an Underwritten Shelf Takedown
if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting
discounts) reasonably expected to exceed, in the aggregate, $25,000,000. All requests for Underwritten Shelf Takedowns shall be made by
giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall
specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price
range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten
Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at
least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration
rights of such holder (including to those set forth in this Agreement). The Sponsor shall have the right to select the underwriter(s) for
such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior
approval which shall not be unreasonably withheld, conditioned or delayed. Any Registration effected pursuant to this subsection 2.3.3
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 of this Agreement.
2.3.4 The
Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification
to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to
the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall
be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this
subsection 2.3.4.
2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date 60 days prior to the Company’s good faith estimate
of the date of the filing of, and ending on a date 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 30 days. Notwithstanding the foregoing, the Company shall not defer
its obligation pursuant to this Section 2.4 manner more than once in any 12-month period. Notwithstanding anything to the
contrary contained in this Agreement, the Company shall not be required to effect or permit any Registration or cause any Registration
Statement to become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder
Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be.
11
Article III
COMPANY PROCEDURES
3.1 General
Procedures. If at any time on or after the date the Company completes 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 of such Registrable Securities, and pursuant to such plan
the Company shall, as expeditiously as possible:
3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold;
3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations under the
Securities Act 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 to such Registration Statement or Prospectus, 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 to such Registration Statement and documents incorporated by reference in such Registration Statement),
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;
12
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 all other acts
and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to complete the disposition of such Registrable Securities in such jurisdictions. Notwithstanding the foregoing, 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 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 of such notice, 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 days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement
furnish a copy of such Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus
to each seller of such Registrable Securities and its counsel, including providing copies promptly upon receipt of any comment letters
received with respect to any such Registration Statement or Prospectus;
3.1.9 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 of this Agreement;
13
3.1.10 permit
a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if
any, and any attorney or accountant retained by such Holders or 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. Notwithstanding
the foregoing, such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information. In addition, notwithstanding anything to the contrary in this
Agreement, 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, such consent not to be unreasonably withheld or delayed, 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, 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 Underwriters 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 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 under the Securities Act (or
any successor rule promulgated 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 Underwriters in any Underwritten Offering; and
3.1.16 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration, including making available senior executives of the Company to participate in any due diligence sessions that
may be reasonably requested by the Underwriter(s) in any Underwritten Offering.
14
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, Underwriters’ 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 under this Agreement unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably
required under the terms of such underwriting arrangements.
3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing
by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than 30 days, determined in good faith by the
Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree
to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in
connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of
any period during which it exercised its rights under this Section 3.4.
3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect of such filing and file within the applicable grace
period) all reports required to be filed by the Company after the date of this Agreement 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 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.
15
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 of or supplement to such Registration Statement, Prospectus or preliminary Prospectus
or any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus or preliminary
Prospectus or necessary to make the statements in such Registration Statement, Prospectus or preliminary Prospectus 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
in such Registration Statement, Prospectus or preliminary Prospectus. 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 reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement,
Prospectus or preliminary Prospectus or any amendment of such Registration Statement, Prospectus or preliminary Prospectus or supplement
to such Registration Statement, Prospectus or preliminary Prospectus or any omission of a material fact required to be stated in such
Registration Statement, Prospectus or preliminary Prospectus or necessary to make the statements in such Registration Statement, Prospectus
or preliminary Prospectus 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 in such Registration Statement, Prospectus or preliminary Prospectus.
Notwithstanding the foregoing, the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable
Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities
shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the
Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
16
4.1.3 Any
person entitled to indemnification in this Agreement 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 under this Agreement to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus
local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of
any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect
to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter
into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party
pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.
4.1.5 If
the indemnification provided under Section 4.1 of this Agreement 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 in this Agreement,
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. Notwithstanding the
foregoing, 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 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.
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Article V
SHAREHOLDER RIGHTS
5.1 Subject
to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company completes a Business
Combination and for so long as the Sponsor holds any Registrable Securities:
5.1.1 The
Sponsor shall have the right, but not the obligation, to designate three individuals to be appointed or nominated, as the case may be,
for election to the Board (including any successor, each, a “Nominee”) by giving written notice to the Company
on or before the time such information is reasonably requested by the Board or the Nominating Committee of the Board, as applicable, for
inclusion in a proxy statement for a meeting of shareholders provided to the Sponsor.
5.1.2 The
Company will, as promptly as practicable, use its best efforts to take all necessary and desirable actions (including calling special
meetings of the Board and the shareholders and recommending, supporting and soliciting proxies) so that there are three Sponsor Directors
serving on the Board at all times.
5.1.3 The
Company shall, to the fullest extent permitted by applicable law, use its best efforts to take all actions necessary to ensure that: (i) each
Nominee is included in the Board’s slate of nominees to the shareholders of the Company for each election of Directors; and (ii) each
Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting
of the shareholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement
of such meeting, and on every action or approval by written consent of the shareholders of the Company or the Board with respect to the
election of members of the Board.
5.1.4 If
a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor Director or for any other reason,
the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable following such
designation, use its best efforts to take all necessary and desirable actions, to the fullest extent permitted by law, within its control
such that such vacancy shall be filled with such successor Nominee.
5.1.5 If
a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other
reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and desirable actions
within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or
the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as promptly as practicable
following such designation.
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5.1.6 As
promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter into an indemnification agreement
with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable, documented
out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf of the Company,
including attending meetings or events attended explicitly on behalf of the Company at the Company’s request.
5.1.7 The
Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Board to be reasonable
and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage with respect
to such Sponsor Director. Notwithstanding the foregoing, upon removal or resignation of such Sponsor Director for any reason, the Company
shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period
of not less than six years from any such event in respect of any act or omission occurring at or prior to such event.
5.1.8 For
so long as a Sponsor Director serves as a Director of the Company, the Company shall not amend, alter or repeal any right to indemnification
or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent consistent with applicable
law, whether such right is contained in the Company’s amended and restated memorandum and articles of association, each as amended,
or another document (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation
rights on a retroactive basis than permitted prior to such document).
5.1.9 Each
Nominee may, but does not need to qualify as “independent” pursuant to listing standards of the New York Stock Exchange (or
such other national securities exchange upon which the Company’s securities are then listed).
5.1.10 Any
Nominee will be subject to the Company’s customary due diligence process, including its review of a completed questionnaire and
a background check. Based on the foregoing, the Company may object to any Nominee provided (a) it does so in good faith, and (b) such
objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or is a named subject of a
pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was the subject of any order,
judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily
enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type of business practice,
or (B) engaging in any activity in connection with the purchase or sale of any security or in connection with any violation of federal
or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described in clause (ii)(B), or to be associated with persons engaged in such activity, (iv) such proposed
director was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal or state securities
law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated, or (v) such
proposed director was the subject of, or a party to any federal or state judicial or administrative order, judgment, decree, or finding,
not subsequently reversed, suspended or vacated, relating to a violation of any federal or state securities laws or regulations. In the
event the Board reasonably finds the Nominee to be unsuitable based upon one or more of the foregoing clauses (i) through (v) and
reasonably objects to the identified director, Sponsor shall be entitled to propose a different nominee to the Board within 30 calendar
days of the Company’s notice to Sponsor of its objection to the Nominee and such replacement Nominee shall be subject to the review
process outlined above.
19
5.1.11 The
Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected to the
board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable, shall
have the right to attend (in person or remotely) any meetings of the board of directors (or similar governing body or committee of such
board of directors or governing body) of each subsidiary of the Company.
Article VI
MISCELLANEOUS
6.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice
or communication under this Agreement must be addressed, if to the Company, to: Ares Acquisition Corporation III, c/o Ares Management
LLC, 245 Park Avenue, 44th Floor, New York, NY 10167, Attention: General Counsel, with copy to: Kirkland & Ellis LLP, 2049 Century
Park East, Suite 3700, Los Angeles, CA 90067, Attention: Monica J. Shilling, P.C., Philippa Bond, P.C. and Van Whiting and Kirkland &
Ellis LLP, 601 Lexington Avenue, New York, NY 10022, Attention: Christian Nagler, P.C. and Aaron Z. Simons, 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 to this Agreement, and such change of address shall
become effective 30 days after delivery of such notice as provided in this Section 6.1.
6.2 Assignment;
No Third Party Beneficiaries.
6.2.1 This
Agreement and the rights, duties and obligations of the Company under this Agreement may not be assigned or delegated by the Company in
whole or in part.
6.2.2 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. After the expiration of the Founder Shares Lock-up Period or the Private Placement
Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement,
in whole or in part, to any transferee.
20
6.2.3 This
Agreement and the provisions of this Agreement 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.
6.2.4 This
Agreement shall not confer any rights or benefits on any persons that are not parties to this Agreement, other than as expressly set forth
in this Agreement and Section 6.2 of this Agreement.
6.2.5 No
assignment by any party to this Agreement of such party’s rights, duties and obligations under this Agreement 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 6.1
of this Agreement 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 6.2 shall be null and void.
6.3 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision of this Agreement shall not
affect the validity or enforceability of this Agreement or of any other term or provision of this Agreement. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties to this Agreement 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 that is valid and enforceable.
6.4 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.
6.5 Entire
Agreement. This Agreement (including all agreements entered into pursuant to this Agreement and all certificates and instruments delivered
pursuant to this Agreement and to such agreements) constitute the entire agreement of the parties with respect to the subject matter of
this Agreement and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written.
6.6 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES TO THIS AGREEMENT, 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 THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE
OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS
IN ANY SUCH SUIT, ACTION OR PROCEEDING.
21
6.7 WAIVER
OF TRIAL BY JURY. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM
OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
6.8 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, any amendment to this Agreement or waiver of this Agreement that adversely affects one Holder, solely in his, her or its capacity
as a holder of the capital shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party to this Agreement
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 under this Agreement by such party.
6.9 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.
6.10 Waivers
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 in this Agreement contained shall be deemed a waiver
of any preceding or succeeding breach of such agreement or provision nor of any other agreement or provision contained in this Agreement.
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.
6.11 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under
this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power
granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being
required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such
right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or
now or available at law, in equity, by statute or otherwise.
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6.12 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.
6.13 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 under the Securities Act (or any successor
rule promulgated by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable
Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other
restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.
[Signature Page Follows]
23
IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
COMPANY:
ARES ACQUISITION CORPORATION
III
By:
/s/
Anton Feingold
Name:
Anton Feingold
Title:
Secretary
HOLDERS:
ARES ACQUISITION HOLDINGS III
LP
Acting by its General Partner
Ares Acquisition Holdings III
By:
/s/
Anton Feingold
Name:
Anton Feingold
Title:
Secretary
[Signature Page to Registration Rights
Agreement]
EX-10.4 — EXHIBIT 10.4
EX-10.4
Filename: tm2619522d1_ex10-4.htm · Sequence: 8
Exhibit 10.4
June 29,
2026
Ares
Acquisition Corporation III
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Re: Initial
Public Offering
Ladies and Gentlemen:
This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and among Ares Acquisition Corporation III, a Cayman Islands exempted
company (the “Company”), and J.P. Morgan Securities LLC and Jefferies LLC, as representatives (the “Representatives”)
of the several underwriters named in such Underwriting Agreement (together, the “Underwriters”), relating to
an underwritten initial public offering (the “Public Offering”), of up to 39,675,000 of the Company’s
units (including up to 5,175,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A
Ordinary Shares”), and one-tenth of one redeemable warrant. Each whole warrant (each, a “Public Warrant”)
entitles the holder of such whole warrant to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.50 per warrant,
subject to adjustment as described in the Prospectus. The Units will be sold in the Public Offering pursuant to (i) a registration
statement on Form S-1 (Registration No. 333-296746), as amended, (ii) a registration statement on Form S-1 (Registration
No. 333-297141) filed pursuant to Rule 462(b) of the Securities Act of 1933, and (iii) a registration statement on
Form S-1 and prospectus (the “Prospectus”), in each case filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the New York
Stock Exchange. Certain capitalized terms used in this Letter Agreement are defined in paragraph 10 of this Letter Agreement.
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, each of Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership (the “Sponsor”),
and the undersigned individuals, each of whom is, or will be, a member of the Company’s board of directors and/or an officer of
the Company (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
agrees with the Company as follows:
1. Business
Combination Support. The Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed
Business Combination, then in connection with such proposed Business Combination, it, such Insider shall (i) vote any Ordinary Shares
owned by such Insider in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by such Insider
in connection with such Business Combination. If the Company seeks to complete a proposed Business Combination by engaging in a tender
offer, the Sponsor and each Insider agrees that it or they will not sell or tender any Ordinary Shares it or they own in connection with
such tender offer.
2. Failure
to Complete a Business Combination; Trust Account Waiver.
(a) The
Sponsor and each Insider agrees with the Company that if the Company fails to complete a Business Combination within the time period set
forth in the Charter, as such time period may be extended from time to time, the Sponsor and each Insider shall take all reasonable steps
to cause the Company to as promptly as reasonably possible but not more than ten business days after the final day of such period, redeem
100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”).
Any such redemption will be 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 less Permitted Withdrawals (as defined in the Prospectus) divided by
the number of then outstanding Offering Shares. Any such redemption will completely extinguish all Public Shareholders’ rights as
shareholders (including the right to receive further liquidating distributions, if any), subject to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
(b) The
Sponsor and each Insider agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Offering Shares if the Company
does not complete a Business Combination within the time period set forth in the Company’s Charter or (B) with respect to any
other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides
its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account (less Permitted Withdrawals), divided by the number of then outstanding Offering Shares.
(c) The
Sponsor acknowledges that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account with respect
to the Founder Shares it holds. In addition, the Sponsor and each Insider waives any redemption rights it or they may have with respect
to any Ordinary Shares in connection with a shareholder vote to approve an amendment to the Charter (A) to modify the substance or
timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of
the Offering Shares if the Company has not completed a Business Combination within the time period set forth in the Company’s Charter
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.
Notwithstanding the foregoing, Sponsor and the Insiders shall be entitled to redemption and liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to complete a Business Combination within the time period set forth in the Charter.
3. Business
Combination with Affiliate. The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business
Combination with a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such
transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent entity that commonly renders valuation opinions that such Business Combination is fair to the Company from a financial
point of view.
2
4. Lock-Up;
Transfer Restrictions.
(a) The
Sponsor and each Insider agrees that it or they will not Transfer, as applicable:
(i) any
Founder Shares (the “Founder Shares Lock-up”) until the earlier of (A) one year after the completion of
an initial Business Combination and (B) the date following the completion of an 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 (the “Founder Shares Lock-up Period”).
Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00
per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the
like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the completion of the Company’s
initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up;
(ii) any
Private Placement Warrants or Working Capital Warrants (the “Warrants”) or Class A Ordinary Shares underlying
such Warrants until 30 days after the completion of an initial Business Combination (the “Warrants Lock-up Period,”
and together with the Founder Shares Lock-up Period, the “Lock-up Periods”); and
(iii) during
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, without the prior written
consent of the Representatives, any Units, Ordinary Shares (including, but not limited to, Founder Shares), Private Placement Warrants
or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares (but excluding Units, Ordinary Shares or
Public Warrants purchased in or after the Public Offering) held by it, her or him, as applicable.
(b) Notwithstanding
the provisions set forth in Section 4(a) above, Transfers of the Founder Shares and the Warrants and Class A Ordinary
Shares underlying the Founder Shares and the Warrants that are held by the Sponsor, any Insider or any of their permitted transferees
(that have complied with this paragraph 4(b)), are permitted (a) to the Company’s officers or directors, any affiliate or family
member of any of the Company’s officers or directors, any members or partners of the Sponsor or any affiliates of such members and
funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates; (b) in
the case of an individual, by gift to a member of one of the individual’s immediate family, any estate planning vehicle or to a
trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with the completion of a Business Combination or an extension of the deadline to complete a Business Combination at prices no greater
than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) pro
rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by
virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;
(h) to the Company for no value for cancellation in connection with the completion of an initial Business Combination; (i) in
the event of the Company’s liquidation prior to the completion of a Business Combination; (j) in the event of completion of
a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having
the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business
Combination; (k) as permitted under paragraph 6 of this Letter Agreement; or (l) to a nominee or custodian of a person
or entity to whom a disposition or transfer would be permissible under clauses (a) through (j) above. Notwithstanding the foregoing,
in the case of clauses (a) through (g) of the prior sentence, any permitted transferees must enter into a written agreement
agreeing to be bound by these transfer restrictions.
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5. Indemnification.
In the event of the liquidation of the Trust Account upon the failure of the Company to complete its initial Business Combination within
the time period set forth in the Company’s Charter, the Sponsor (the “Indemnitor”), which for purposes
of clarification shall not extend to any other shareholders, members or managers of the Sponsor, or any of the other undersigned, agrees
to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with
which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement
(a “Target”). Notwithstanding the foregoing, such indemnification of the Company by the Indemnitor (x) shall
apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust
Account to below the lesser of (i) $10.00 per Offering Share (or such greater amount if additional funds have been deposited in the
Trust Account in connection with the extension of the period of time the Company has to complete a Business Combination) and (ii) the
actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00
per Offering Share (or such greater amount if additional funds have been deposited in the Trust Account in connection with the extension
of the period of time the Company has to complete a Business Combination) is then held in the Trust Account due to reductions in the value
of the trust assets, in each case, less Permitted Withdrawals, (y) shall not apply to any claims by a third party or a Target that
executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall
not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under
the U.S. Securities Act of 1933, as amended. If any such executed waiver is deemed to be unenforceable against such third party or Target,
the Indemnitor shall not be responsible to the extent of any liability for such third party or Target claims. The Indemnitor shall have
the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such
defense.
4
6. Surrender
of Founder Shares. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional
5,175,000 Units within 45 days from the date of the Underwriting Agreement (and as further described in the Prospectus), the Sponsor agrees
to surrender, at no cost, a number of Founder Shares equal to 1,293,750 multiplied by a fraction, (i) the numerator of which is 5,175,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, if any, and (ii) the denominator
of which is 5,175,000. The surrender will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Founder Shares will represent an aggregate of 20% of the Company’s issued and outstanding Ordinary Shares after the
Public Offering (not including Class A Ordinary Shares underlying any then outstanding warrants). The Sponsor further agrees that
to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share
repurchase or share capitalization, as applicable, immediately prior to the completion of the Public Offering in such amount as to maintain
the number of Founder Shares at 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including
Class A Ordinary Shares underlying any then outstanding warrants). In connection with such increase or decrease in the size of the
Public Offering, then (A) the references to 5,175,000 in the numerator and denominator of the formula in the first sentence of this
paragraph shall be changed to a number equal to 15% of the number of Class A Ordinary Shares included in the Units issued in the
Public Offering and (B) the reference to 1,293,750 in the formula set forth in the first sentence of this paragraph shall be adjusted
to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the number of Founder Shares to
be equal to an aggregate of 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including
Class A Ordinary Shares underlying any then outstanding warrants).
7. Remedies.
The Sponsor and each Insider 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, 4, 5 and 6, as applicable, of this
Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall
be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
8. Representations
and Warranties.
(a) The
Sponsor and each Insider represents and warrants that it or they have 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. For each
Insider who is or is nominated to be a director or officer of the Company, such Insider’s biographical information furnished to
the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit
any material information with respect to the Insider’s background. For each Insider who is or is nominated to be a director or officer
of the Company, such Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each
Insider represents and warrants that: they or it are 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;
they or it 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 they are or it is not
currently a defendant in any such criminal proceeding.
5
(b) The
Company, the Sponsor and each Insider, with respect to itself or their selves, represent and warrant that they or it has full right and
power, without violating any agreement to which it is or they are bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or
director on the board of directors of the Company and consents to being named in the Prospectus as an officer and/or director of the Company.
9. Payments
by Company. The Company agrees that, except as disclosed in the Prospectus, neither the Sponsor nor any Insider or employee, nor any
affiliate of the Sponsor or any Insider or employee of the Company, shall receive from the Company any finder’s fee, reimbursement,
consulting fee, non-cash payments, monies in respect of any repayment of a loan to the Company or other compensation prior to, or in connection
with any services rendered in order to effectuate, the completion of the Company’s initial Business Combination (regardless of the
type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior
to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $400,000 made to the Company
by the Sponsor; payment to the Sponsor for certain office space, utilities secretarial support and administrative services provided to
the Company and other expenses and obligations of the Sponsor as may be reasonably required by the Company for a total up to $16,667 per
month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial
Business Combination; repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the
Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection
with an intended initial Business Combination (the “Working Capital Loans”) and payment of an advisory fee equal
to 0.7% of the aggregate net proceeds of the initial Public Offering (including the proceeds of the exercise of the over-allotment option,
if any) to Ares Management Capital Markets LLC, an affiliate of our sponsor, in connection with consulting and advisory services. Notwithstanding
the foregoing, subject to a minimum fee of $625,000, such amounts shall be payable solely with respect to amounts remaining in the trust
account following all properly submitted shareholder redemptions in connection with the completion of our initial business combination.
If the Company does not complete an initial Business Combination, a portion of the working capital held outside the Trust Account may
be used by the Company to repay Working Capital Loans so long as no proceeds from the Trust Account (other than permitted withdrawals)
are used for such repayment. Up to $2,000,000 of the Working Capital Loans may be convertible into Working Capital Warrants at a price
of $1.50 per warrant at the option of the lender. The Working Capital Warrants will be identical to the Private Placement Warrants, including
as to exercise price, exercisability and exercise period.
10. Definitions.
As used in this Letter Agreement, (i) “Business Combination” means a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Charter”
means the Company’s amended and restated memorandum and articles of association, as they may be amended from time to time; (iii) “Founder
Shares” means the 9,918,750 Class B Ordinary Shares issued and outstanding (up to 1,293,750 of which are subject to
complete or partial surrender by the Sponsor if the over-allotment option is not exercised in full by the Underwriters); (iv) “Ordinary
Shares” means the Class A Ordinary Shares and the Company’s Class B ordinary shares, par value $0.0001 per
share (the “Class B Ordinary Shares”); (v) “Private Placement Warrants”
means the 6,800,000 warrants (or 7,490,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to
purchase for an aggregate purchase price of $10,200,000 (or $11,235,000 if the over-allotment option is exercised in full), or $1.50 per
warrant, in a private placement that shall occur simultaneously with the completion of the Public Offering; (vi) “Public
Shareholders” means the holders of securities issued in the Public Offering; (vii) “Transfer”
means the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission promulgated under the U.S. Securities Act of 1934, as amended,
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);
(viii) “Trust Account” means the trust account into which a portion of the net proceeds of the Public Offering,
the sale of the Private Placement Warrants shall be deposited; and (ix) “Working Capital Warrants” means
the warrants that may be issued in connection with the conversion of any Working Capital Loans.
6
11. Director
and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance. Each Insider who is or is nominated to be a director or officer of the Company shall be covered by such policy or
policies, in accordance with its or their terms, to the maximum extent of the coverage available pursuant to such policy or policies for
any of the Company’s directors or officers.
12. Entire
Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties to this Letter Agreement in respect
of the subject matter of this Letter Agreement and supersedes all prior understandings, agreements, or representations by or among the
parties to this Letter Agreement, written or oral, to the extent they relate in any way to the subject matter of this Letter Agreement
or the transactions contemplated in this Letter Agreement. 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 (i) each Insider
that is the subject of any such change, amendment, modification or waiver, (ii) the Sponsor and (iii) the Company.
13. Assignment.
No party to this Letter Agreement may assign either this Letter Agreement or any of its rights, interests, or obligations under this Letter
Agreement 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 Company, the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.
14. Third-Party
Rights. Except as provided for in paragraph 7, nothing in this Letter Agreement under the Contracts (Rights of Third Parties) Act
(As Revised), as amended, modified, re-enacted or replaced shall be construed to confer upon, or give to, any person or corporation other
than the parties to this Letter Agreement any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition,
stipulation, promise or agreement of this Letter Agreement. Except as provided for in paragraph 7, all covenants, conditions, stipulations,
promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties to this Letter Agreement
and their successors, heirs, personal representatives and assigns and permitted transferees. Notwithstanding any other term of this Letter
Agreement, the consent of any person who is not a party to this Letter Agreement is not required for any amendment to, or variation, release,
rescission or termination of this Letter Agreement.
7
15. Counterparts.
This Letter Agreement may be executed in any number of original, facsimile or other electronic 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. Severability.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision of this Letter Agreement
shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision of this Letter Agreement. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties to this Letter Agreement 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. Governing
Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands. The
parties to this Letter Agreement (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 the Cayman Islands, 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. Notices.
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 or e-mail transmission.
19. Effect
of Headings. The paragraph headings in this Letter Agreement are for convenience only and are not part of this Letter Agreement and
shall not affect the interpretation of this Letter Agreement.
20. Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of
the Company. Notwithstanding the foregoing, this Letter Agreement shall earlier terminate in the event that the Public Offering is not
completed and closed by December 31, 2026. Notwithstanding anything to the contrary set forth in this Letter Agreement, paragraph
5, and paragraphs 11 through 20 of this Letter Agreement shall survive any liquidation of the Company.
[Signature Page Follows]
8
Sincerely,
ARES ACQUISITION HOLDINGS III LP
Acting by its General Partner
Ares Acquisition Holdings III
By:
/s/ Anton Feingold
Name:
Anton Feingold
Title:
Secretary
By:
/s/ David B. Kaplan
Name:
David B. Kaplan
By:
/s/ Michael J Arougheti
Name:
Michael J Arougheti
By:
/s/ Jarrod Phillips
Name:
Jarrod Phillips
By:
/s/ Allyson Satin
Name:
Allyson Satin
By:
/s/ Peter Ogilvie
Name:
Peter Ogilvie
By:
/s/ Kathryn V. Marinello
Name:
Kathryn V. Marinello
By:
/s/ Michael A. Woronoff
Name:
Michael A. Woronoff
Acknowledged and Agreed:
ARES ACQUISITION CORPORATION III
By:
/s/ Anton Feingold
Name:
Anton Feingold
Title:
Secretary
[Signature Page to Letter Agreement]
EX-10.5 — EXHIBIT 10.5
EX-10.5
Filename: tm2619522d1_ex10-5.htm · Sequence: 9
Exhibit 10.5
ARES ACQUISITION CORPORATION III
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
June 29, 2026
Ares Acquisition Holdings III LP
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Ladies and Gentlemen:
This letter agreement (this
“Letter”) by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”)
and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, acting through its general partner, Ares Acquisition
Holdings III (the “Sponsor”) dated as of the date set forth above, confirms our agreement that, commencing on the
effective date (the “Effective Date”) of the registration statement on Form S-1 (Registration No. 333-296746)
(as amended, the “Registration Statement”) for the initial public offering (the “IPO”) of the securities
of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the
Company’s liquidation (in each case as described in the Registration Statement) (such earlier date, the “Termination Date”),
the Sponsor shall take steps directly or indirectly to make available, or cause to be made available, to the Company certain office space,
utilities, secretarial support and administrative services as may be reasonably requested by the Company from time to time, situated
at 245 Park Avenue, 44th Floor, New York, NY 10167 (or any successor location). In exchange, the Company shall pay the Sponsor, or an
affiliate of the Sponsor, as determined by the Sponsor, a sum of $16,667 per month beginning on the Effective Date and continuing monthly
until the Termination Date.
The Sponsor agrees that it
does not have any right, title, interest or claim of any kind or nature as a result of, or arising out of, this Letter (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 to be 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”). The Sponsor irrevocably waives any Claim it may have in the future as a result
of, or arising out of, this Letter, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies
or other assets in the Trust Account, and will not seek recourse against the Trust Account for any reason whatsoever.
This Letter constitutes the
entire agreement and understanding of the parties to this Letter in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties to this Letter, written or oral, to the extent they relate in any way to the subject
matter of this Letter or the transactions contemplated.
This Letter may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by the parties to this Letter.
Neither party may assign
this Letter or any of their respective rights, interests, or obligations under this Letter without the prior written consent of the other
party. Notwithstanding the foregoing, the Sponsor may assign this Letter or any of its rights, interests or obligations under this Letter
to an affiliate without the prior written approval of the Company. 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 and any dispute,
claim, suit, action or proceeding of whatever nature arising out of or in any way related to it or its formation (including any non-contractual
disputes or claims) are governed by, and shall be construed in accordance with, the laws of the Cayman Islands.
Each party irrevocably agrees
that the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine any claim, suit, action or proceeding,
and to settle any disputes, which may arise out of or are in any way related to or in connection with this Letter or the legal relationship
established by it, and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts.
A person who is not a party
to this Letter has no right under the Contracts (Rights of Third Parties) Act (As Revised), as amended, modified, re-enacted or replaced,
to enforce any term of this Letter.
This Letter 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 Letter.
[Signature Page Follows]
2
Very truly yours,
ARES ACQUISITION CORPORATION III
By: /s/
Anton Feingold
Name: Anton
Feingold
Title: Secretary
Agreed and Acknowledged:
ARES ACQUISITION HOLDINGS III LP
Acting by its General Partner
Ares Acquisition Holdings III
By: /s/
Anton Feingold
Name: Anton
Feingold
Title: Secretary
[Signature Page to Administrative
Service Agreement]
EX-10.6 — EXHIBIT 10.6
EX-10.6
Filename: tm2619522d1_ex10-6.htm · Sequence: 10
Exhibit 10.6
CONFIDENTIAL
June 29, 2026
Ares Acquisition Corporation III
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Attn: David B. Kaplan
Re: Engagement
of Services
Dear Mr. Kaplan:
This will confirm the basis upon which Ares Acquisition
Corporation III (“Client”) has engaged Ares Management Capital Markets LLC (“AMCM”)
(collectively, with the Client, the “Parties”), to provide consulting and advisory services (the “Engagement”),
including in connection with Client’s initial public offering (“IPO”) of its securities (the “Transaction”).
In connection with the Engagement, AMCM will: (i) review the deal structure and terms and related structuring advice related to the
Transaction; and (ii) assist Client with selecting underwriters for the Transaction.
Following the successful completion of the IPO
and as part of this Engagement, AMCM will provide consulting and advisory services in support of Client’s initial business combination.
Such services shall include: (i) evaluating potential targets and related due diligence support; (ii) providing strategic advice
and guidance on transaction structuring, reviewing informational and investor materials; and (iii) consulting on marketing materials
and investor relations activities.
The Parties acknowledge that AMCM is being retained
solely to provide the services set forth in this engagement letter (this “Engagement Letter”), and that AMCM
is not being retained to act as an underwriter or member of any selling syndicate in connection with the Transaction. Client agrees that
AMCM shall serve as an “independent financial adviser” as defined in FINRA Rule 5110(j)(9). AMCM shall: (a) provide
the services set forth in this Engagement Letter independently of the underwriter(s); (b) have no liability to Client, its affiliates
or its securities holders for any actions or omissions of the underwriter(s); and (c) have no responsibility or liability to the
underwriters in connection with the services set forth in the Engagement Letter. AMCM is providing the services set forth in the Engagement
Letter solely in an advisory capacity. Client acknowledges and agrees that it retains full discretion whether to follow such advice. As
defined in FINRA Rule 5110(j)(16), AMCM will not participate in the Transaction or in the preparation of the offering documents for
the Transaction. The execution of the Transaction (including structuring the IPO, soliciting prospective investors, and negotiating the
terms of the IPO) will be the responsibility of the underwriters. AMCM will not advise on the proposed price range for the offered securities
or the key SPAC terms or structure for which securities are offered in the Transaction.
1. Fee.
Client shall pay AMCM an advisory fee in an amount equal to 0.40% of the aggregate gross proceeds of the IPO (including proceeds from
the overallotment option if exercised) (the “Advisor IPO Fee”), in connection with the Transaction. The Advisor
IPO Fee resulting from the base deal shall be payable in U.S. dollars at the closing of the IPO. Client shall pay AMCM an advisory fee
in an amount equal to 0.70% of the aggregate gross proceeds of the IPO (including proceeds from the overallotment option if exercised)
(the “Advisor IBC Fee” and together with the Advisor IPO Fee, the “Advisor Fees”),
in connection with AMCM’s consulting and advisory services in support of Client’s initial business combination. The Advisor
IBC Fee will be payable in U.S. dollars at the closing of Client’s initial business combination. If the IPO does not occur during
the Term, then no Advisor Fees shall be payable to AMCM.
Client and AMCM agree and acknowledge that the
Advisor Fees to be paid to AMCM will be reimbursed from a portion of the cash fees paid to the underwriters of the IPO.
The fees described in this Section 1 are
compensation for the Engagement, which consists of work directly related to the Engagement. Any work outside of the scope of the Engagement
shall be subject to additional compensation as separately agreed by the Parties to this Engagement Letter.
2. Term
of Engagement. This Engagement Letter shall remain in force until terminated by either AMCM or Client at any time with 30 days’
advance written notice to the other (the “Term”). Termination of this Engagement Letter shall not affect AMCM’s
right to indemnification or contribution or payment of the Advisor Fees in accordance with the terms of this Engagement Letter. Without
limiting the foregoing and notwithstanding the termination of this Engagement Letter, the provisions of this Engagement Letter shall survive
and remain operative in accordance with its terms.
3. Scope
of Liability. Neither AMCM nor any of its control persons, members, managers, officers, employees, agents or affiliates shall be liable
to Client or to any other person claiming through Client for any error of judgment or for any claim, loss or expense suffered by Client
or any such other person in connection with the matters to which the Engagement relates. The limitation on liability set forth in this
Section 3 shall not apply, however, to the extent a claim, loss or expense arises out of or is based upon any action or failure to
act by AMCM or any of its control persons, members, managers, officers, employees, or affiliates, other than an action or failure to act
undertaken at the request or with consent of Client, that is found in a final judicial determination (or a settlement tantamount to such
determination) to constitute actual fraud, bad faith, willful misconduct or gross negligence on the part of AMCM or any such other person.
4. Indemnity
and Contribution. Subject to Section 11 below and recognizing that transactions of the type contemplated by the Engagement sometimes
result in litigation and that AMCM’s role is strictly limited to acting in the capacities described in this Engagement Letter, Client
agrees to indemnify AMCM and its control persons, members, managers, officers, employees, and affiliates (each, including AMCM, an “Indemnified
Person”) to the full extent lawfully permitted. Such indemnification shall apply to any and all claims, losses and expenses
as incurred by each such Indemnified Person in connection with investigation of and preparation for any such pending or threatened claims
and any litigation or other proceedings arising from the Engagement or any actual or proposed IPO or initial business combination. For
the avoidance of doubt and without limiting the generality of the foregoing, such losses or expenses shall include all reasonable, documented
fees and out of pocket disbursements of each such Indemnified Person’s counsel as well as all reasonable travel and other out-of-pocket
expenses incurred. Notwithstanding anything in this Engagement Letter to the contrary, the indemnification obligation set forth in this
Section 4 shall not include any claim, loss or expense to the extent that such claim, loss or expense arises out of, or is based
upon, any action or failure to act by any Indemnified Person, other than an action or failure to act undertaken at the request or with
consent of Client, that is found in a final judicial determination (or a settlement tantamount to such determination) to constitute actual
fraud, bad faith, willful misconduct or gross negligence on the part of any Indemnified Person (“Excluded Claims”).
The indemnification obligation set forth in this Section 4 is in addition to and not in lieu of any other rights of indemnification
that may exist between the Parties, whether arising by agreement, law or equity.
2
AMCM shall notify Client in writing if any action,
suit or investigation (an “Action”) is commenced against AMCM within a reasonable time after AMCM or any other
Indemnified Person shall have been served with a summons or other first legal process. The failure to notify Client shall not, however,
relieve Client from any liability that it may have under this Engagement Letter, except to the extent that such failure to notify Client
actually results in a material prejudice to Client’s rights. At its own expense, Client may assume the defense of any Action upon
written notice to AMCM and any such Indemnified Person(s), if applicable, within 30 days of notice by AMCM or such Indemnified Person
provided pursuant to this Section 4. Any such defense shall be conducted by counsel chosen by Client and reasonably satisfactory
to AMCM and such Indemnified Person(s). The Indemnified Person shall have the right to participate in the defense of any Action with counsel
selected by it subject to the Client’s right to control the defense of the Action. The fees and disbursements of such counsel shall
be at the expense of the Indemnified Person, unless, in the reasonable opinion of counsel to the Indemnified Person: (a) there are
legal defenses available to an Indemnified Person that are different from or additional to those available to the Client; or (b) there
exists an actual conflict of interest between the Client and the Indemnified Person that cannot be waived. In the event that the exceptions
set forth in clause (a) or (b) in the preceding sentence are triggered, the Client shall be liable for the reasonable, documented
fees and expenses of counsel to the Indemnified Person in each jurisdiction for which the Indemnified Person determines counsel is required.
If the Client (i) elects not to compromise or defend such Action, (ii) fails to promptly notify the Indemnified Person in writing
of its election to defend as provided in this Engagement Letter, or (iii) fails to diligently prosecute the defense of such Action,
then, subject to the next paragraph, the Indemnified Person may pay, compromise, defend such Action and seek indemnification for any and
all damages, expenses, liabilities and losses based upon, arising from or relating to such Action. The Parties and their affiliates shall
cooperate with each other in all reasonable respects in connection with the defense of any Action.
Notwithstanding any other provision of this Engagement
Letter, Client shall not enter into any settlement of any Action without the prior written consent of the Indemnified Person, which consent
will not be unreasonably withheld or delayed.
If the foregoing indemnity is unavailable or insufficient
to hold such Indemnified Person(s) harmless, then, subject to Section 11 below and except for Excluded Claims, Client shall
contribute to amounts paid or payable by such Indemnified Person(s) in respect of such claims, losses and expenses in such proportion
as appropriately reflects the relative benefits received by, and fault of, Client and such Indemnified Person(s) in connection with
the matters as to which such claims, losses and expenses relate and other equitable considerations. With respect to Excluded Claims, contribution
shall be based exclusively on principles of relative fault.
5. Information
Provided to AMCM. In performing the services described above, Client agrees to furnish or cause to be furnished to AMCM such
information as AMCM reasonably believes appropriate to permit AMCM to provide the services contemplated by this Engagement Letter to or
for Client (all such information so furnished being the “Information”). Client recognizes and confirms that
AMCM: (a) will use and rely primarily on the Information and on information available from generally recognized public sources in
performing the services contemplated by this Engagement Letter without having independently verified such Information or information;
(b) does not assume responsibility for the accuracy or completeness of the Information and such other information; and (c) will
not make any appraisal of any of the assets or liabilities of Client.
3
6. Confidentiality.
In the event of the completion and public disclosure of any Transaction, AMCM shall have the right to disclose its advisory role in the
Transaction by listing Client’s name and logo on its website and in its marketing materials.
No analysis, information or advice, whether communicated
in written, electronic, oral or other form, provided by AMCM or its affiliates to Client or to its affiliates and its directors, officers,
accountants, legal advisors and employees (the “Client Representatives”) in connection with the Engagement (the
“AMCM Information”) shall be disclosed by Client or such Client Representatives, in whole or in part, to any
third party, or circulated or referred to publicly, or used for any purpose other than in connection with the Engagement and the Transaction
without the prior written consent of AMCM. Except as required by law or regulation, or pursuant to an order of a court of competent jurisdiction,
or as otherwise publicly disclosed, neither party may disclose to any third party the existence or terms of this Engagement Letter without
the prior written consent of the other party. Notwithstanding anything in this Engagement Letter to the contrary, the fact of AMCM’s
Engagement may be disclosed by Client to the extent required for the exclusive purpose of the Engagement or as required by law, rule or
regulation. AMCM’s Engagement, including this Engagement Letter, may be disclosed in Client’s registration statement, preliminary
prospectus, prospectus and each amendment or supplement to any of them, as filed with the Securities and Exchange Commission. Client shall
inform each of its Client Representatives to whom the AMCM Information is disclosed of the obligation to keep such AMCM Information confidential
as provided by this Section 6. Client shall be responsible for any damages to AMCM to the extent caused by breaches of this Section 6
by any of its Client Representatives.
AMCM agrees to keep confidential all material
nonpublic information provided to it by Client (the “Client Information”). Notwithstanding any provision in
this Engagement Letter to the contrary, AMCM may disclose Client Information to its affiliates, members, officers, accountants, agents,
legal advisors and employees (the “AMCM Representatives”) to the extent required for the exclusive purpose of
the Engagement. AMCM shall inform each of its AMCM Representatives to whom the Client Information is disclosed of the obligation to keep
such Client Information confidential as provided by this Section 6. AMCM shall be responsible for any direct damages to Client to
the extent caused by breaches of this Section 6 by any of its AMCM Representatives.
Client Information and AMCM Information shall
be considered public and not protected by this Engagement Letter if it: (a) is or becomes generally available to the public other
than as a result of a disclosure by the receiving party or a representative of the receiving party in breach of the terms of this Section 6;
(b) becomes available to the receiving party on a non-confidential basis from a source not known by the receiving party to be under
a duty of confidentiality to the disclosing party; or (c) is already known to the receiving party at the time of disclosure.
4
Nothing in this Engagement Letter shall obligate
either party to refrain from disclosure of AMCM Information or Client Information (as the case may be, “Confidential Information”)
to the extent such disclosure is required by law, regulation or judicial process or at the request of a regulatory authority. If any Confidential
Information is required to be disclosed by law, including without limitation, pursuant to the terms of a subpoena or similar document
or in connection with litigation or other legal proceedings (other than for routine supervisory examinations by regulatory authorities),
then, to the extent permitted by applicable law or regulation, the receiving party of such information agrees to notify the disclosing
party promptly of the existence, terms and circumstances surrounding such request. To the extent permitted by applicable law or regulation,
the receiving party shall allow the disclosing party, in its sole discretion and at its sole expense, to contest the disclosure of Confidential
Information on the disclosing party’s behalf. The receiving party agrees to reasonably cooperate with the disclosing party in such
efforts to contest such disclosure at disclosing party’s expense. Regardless of whether, the disclosing party takes any legal action
to limit or prohibit the disclosure, the receiving party agrees only to disclose that portion of the Confidential Information that it
is advised by counsel it is legally required to disclose.
Each Party acknowledges and agrees that irreparable
damage would occur to the other and their respective affiliates in the event any of the provisions of this Section 6 were not performed
in accordance with their specific terms or were otherwise breached. Each Party also acknowledges and agrees that monetary damages would
not be a sufficient remedy for any such non-performance or breach. Accordingly, each party shall be entitled to specific performance of
the terms of this Section 6, including, without limitation, an injunction or injunctions to prevent breaches of the provisions of
this Section 6 and to enforce specifically the terms and provisions of this Engagement Letter in the courts of the Cayman Islands
in addition to any other remedy to which such party may be entitled at law or in equity.
The Parties agree that the provisions of this
Section 6 will survive the termination of this Engagement Letter.
7. Governing
Law. This Engagement Letter and any dispute, claim, suit, action or proceeding of whatever nature arising out of or in any way related
to it or its formation (including any non-contractual disputes or claims) are governed by, and shall be construed in accordance with,
the laws of the Cayman Islands.
8. Jurisdiction.
Each party irrevocably agrees that the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine any claim,
suit, action or proceeding, and to settle any disputes, which may arise out of or are in any way related to or in connection with this
Engagement Letter or the legal relationship established by it, and, for such purposes, irrevocably submits to the exclusive jurisdiction
of such courts.
9. Third
Party Rights. A person who is not a party to this Engagement Letter has no right under the Contracts (Rights of Third Parties) Act
(As Revised), as amended, modified, re-enacted or replaced, to enforce any term of this Engagement Letter.
10. Assignment.
No party to this Engagement Letter may assign either this Engagement Letter or any of its rights, interests, or obligations under this
Engagement Letter without the prior written consent 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 Engagement Letter
shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
11. Trust
Account Waiver. AMCM agrees that it shall have no right, title, interest or claim of any kind in or to any monies held in the trust
account established in connection with the Client’s initial public offering for the benefit of the Client and holders of shares
issued in such offering. AMCM also agrees not to seek recourse against such trust account for any reason whatsoever. Accordingly, AMCM
acknowledges and agrees that any indemnification payment to be provided under this Engagement Letter will only be able to be satisfied
paid by Client if: (i) prior to an initial business combination, to the extent that Client has sufficient funds outside of the trust
account to satisfy its obligations under this Engagement Letter; or (ii) on or after the date that Client consummates an initial
business combination, and in both cases such indemnification and other payments shall accrue and become due and payable immediately upon
the occurrence of either event in clauses (i) and (ii).
5
12. Miscellaneous.
(a) Client
acknowledges and agrees that the services to be provided pursuant to the Engagement will not include any accounting, tax or legal advice.
(b) All
notices or other communications to be given under this Engagement Letter shall be in writing and shall be sent by delivery in person,
by courier service, by electronic mail transmission (including, by electronic mail transmission containing an electronic link to a communication
or notification that is electronically accessible) or telecopy or by registered or certified mail (postage prepaid, return receipt requested)
addressed as follows or such other address as may be substituted by notice as provided below:
If to Client:
Ares Acquisition Corporation III
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Attention: General Counsel
Email: [***]
If to AMCM:
Ares Management Capital Markets LLC
1800 Avenue of the Stars
Suite 1400
Los Angeles, California 90067
Attention: General Counsel
Email: [***]
Any notice given pursuant to this Engagement Letter
shall be deemed to have been given upon the earliest of: (i) receipt; (ii) three days after being deposited in the U.S. mail,
postage prepaid, by registered or certified mail, return receipt requested; and (iii) one day after being sent by Federal Express
or other recognized overnight delivery service, return receipt requested. In the case of notices to and from the U.S. to any other country,
such notices shall be deemed to have been given upon the earlier of: (A) receipt; and (B) two days after being sent by Federal
Express or other recognized courier service, return receipt requested. In the case of notices sent by electronic mail transmission or
facsimile, such notices shall be deemed to have been given when sent.
6
(c) The
Parties understand that AMCM is being engaged as an independent contractor to provide the services described above solely to Client. In
such capacity, AMCM shall act as an independent contractor, and any duties of AMCM arising out of its engagement pursuant to this Engagement
Letter shall be contractual in nature and shall be owed solely to Client. Client understands and acknowledges that AMCM is not acting
as a fiduciary of Client, the security holders or creditors of Client or any other persons in connection with the Engagement. Client acknowledges
that AMCM is not providing any advice on tax, legal, regulatory or accounting matters and that Client will seek the advice of its own
professional advisors for such matters and make an independent decision regarding any transaction contemplated by this Engagement Letter
based upon such advice.
(d) Client
understands and acknowledges that AMCM and its affiliates (collectively, the “AMCM Group”), engage in providing
a wide variety of financial consulting services and other investment banking products and services to a wide range of institutions and
individuals. In the ordinary course of business, the AMCM Group and certain of its employees, as well as investment funds in which they
may have financial interests (including advisory or sub-advisory interests) or with which they may co-invest, may acquire, hold or sell,
long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including
bank loans and other obligations) of, or investments in, a party that may be involved in the matters contemplated by this Engagement Letter
or have other relationships with such parties. With respect to any such securities, financial instruments or investments, all rights in
respect of such securities, financial instruments and investments, including any voting rights, will be exercised by the holder of the
rights, in its sole discretion. The AMCM Group may currently, and may in the future, have relationships with parties other than Client,
including parties that may have interests with respect to Client, the Transaction or other parties involved in the Transaction, from which
conflicting interests or duties may arise. Although the AMCM Group in the course of such other activities and relationships may acquire
information about Client, the Transaction or such other parties, the AMCM Group shall have no obligation to, and may not be contractually
permitted to, disclose such information, or the fact that the AMCM Group is in possession of such information, to Client or to use such
information on Client’s behalf.
(e) In
order to enable AMCM to bring relevant resources to bear on the Engagement from among its affiliates, the Client agrees that AMCM may
share information obtained from Client with other members of the AMCM Group and may perform the services contemplated by this Engagement
Letter in conjunction with such other members. Client’s consent to the use of members of the AMCM Group only to the extent: (i) such
members agree to be bound by any applicable confidentiality provisions separately agreed between the parties related to the Transaction;
and (ii) that AMCM shall be responsible for the breach by any member of the AMCM Group of such confidentiality provisions.
(f) If
any term or provision of this Engagement Letter, or its application to any person or circumstance, shall be held invalid or unenforceable,
the remaining terms and provisions of this Engagement Letter will not be affected. The application of such term or provision to any person
or circumstances other than those to which it is held invalid or unenforceable shall not be affected.
(g) This
Engagement Letter incorporates the entire agreement, and supersedes all prior agreements, arrangements or understandings (whether oral
or written), between the Parties with respect to the subject matter. This Engagement Letter may not be amended or modified except in writing
signed by the Parties.
7
(h) This
Engagement Letter may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together
will be deemed to be one and the same document.
---SIGNATURE PAGE FOLLOWS---
8
If you are in agreement with the foregoing, please
sign and return the attached copy of this Engagement Letter, whereupon this Engagement Letter shall become effective as of the date first
written above.
Very truly yours,
Ares Management Capital Markets LLC
By: /s/
Roshan Chagan
Name:
Roshan Chagan
Title:
Authorized Signatory
Acknowledged and Agreed:
Ares Acquisition Corporation III
By: /s/
Anton Feingold
Name:
Anton Feingold
Title:
Secretary
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