JENA ACQUISITION Corp II Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2025 • JENA ACQUISITION Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 28, 2025, is made and entered into by and among Jena Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Jena Acquisition Sponsor LLC II, a Nevada limited liability company (the “Sponsor’) (the Sponsor with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
20,000,000 Units Jena Acquisition Corporation II UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2025 • JENA ACQUISITION Corp II • Blank checks • New York
JENA ACQUISITION CORPORATION II Las Vegas, NV 89134Securities Subscription Agreement • May 12th, 2025 • Jena Acquisition Corporartion Ii • Blank checks • New York
Jena Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Jena Acquisition Sponsor LLC II, a Nevada limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shar
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 30th, 2025 • JENA ACQUISITION Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement") is made as of May 28, 2025, by and between Jena Acquisition Corporation II, a Cayman Islands exempted company (the “Company"), and the undersigned ("Indemnitee").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 30th, 2025 • JENA ACQUISITION Corp II • Blank checks
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 12th, 2025 • Jena Acquisition Corporartion Ii • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between Jena Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
May 28, 2025 Jena Acquisition Corporation IIUnderwriting Agreement • May 30th, 2025 • JENA ACQUISITION Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Jena Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one twentieth (1/20) of a Class A ordinary share upon the consummation of an initial business combination (each, a “Share Right”). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-287198) and pro
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 30th, 2025 • JENA ACQUISITION Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 28, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Jena Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Jena Acquisition Sponsor LLC II, a Nevada limited liability company (the “Purchaser”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • May 30th, 2025 • JENA ACQUISITION Corp II • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of May 28, 2025 between Jena Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).
JENA ACQUISITION CORPORATION IIAdministrative Services Agreement • May 16th, 2025 • Jena Acquisition Corporartion Ii • Blank checks
This letter agreement by and between Jena Acquisition Corporation II (the “Company”) and Jena Acquisition Sponsor LLC II (the “Services Provider” and “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
JENA ACQUISITION CORPORATION IIAdministrative Services Agreement • May 30th, 2025 • JENA ACQUISITION Corp II • Blank checks
This letter agreement by and between Jena Acquisition Corporation II (the “Company”) and Jena Acquisition Sponsor LLC II (the “Services Provider” and “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):