ALDF · Aldel Financial II Inc.

At the time of our initial business combination, the Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The Class B ordinary shares have no expiration date.

Pursuant to a share transfer agreement entered into in connection with Peter Early's resignation from the Issuer's board of directors (the "Board"), Mr. Early transferred the shares to Charles Nearburg, his replacement on the Board, for an aggregate purchase price of $54.35.

At the time of our initial business combination, the Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The Class B ordinary shares have no expiration date.

Pursuant to a share transfer agreement entered into in connection with the appointment of Charles Nearburg to the Issuer's board of directors (the "Board"), Mr. Kauffman transferred the shares to Charles Nearburg for an aggregate purchase price of $54.35.

Simultaneously with the consummation of the Company's initial public offering, Aldel Investors II LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 477,500 units (the "Private Units") in a private placement for an aggregate purchase price of $4,775,000. Each Private Unit consists of one Class A ordinary share, par value $0.0001, and one-half of one warrant.

The Private Units were purchased for $10.00 per unit.

The OTM Warrants and warrants included in the Private Units will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.

The Warrants will expire five years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Held by the Sponsor. Mr. Kauffman is a manager of the Sponsor and has voting and investment discretion with respect to the shares of common stock held of record by the Sponsor. Mr. Kauffman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Simultaneously with the consummation of the Company's initial public offering, Aldel Investors II LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 477,500 units (the "Private Units") in a private placement for an aggregate purchase price of $4,775,000. Each Private Unit consists of one Class A ordinary share, par value $0.0001, and one-half of one warrant.

The Private Units were purchased for $10.00 per unit.

Held by the Sponsor. Mr. Kauffman is a manager of the Sponsor and has voting and investment discretion with respect to the shares of common stock held of record by the Sponsor. Mr. Kauffman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Simultaneously with the consummation of the Company's initial public offering, Aldel Investors II LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 477,500 units (the "Private Units") in a private placement for an aggregate purchase price of $4,775,000. Each Private Unit consists of one Class A ordinary share, par value $0.0001, and one-half of one warrant.

The Private Units were purchased for $10.00 per unit.

The OTM Warrants and warrants included in the Private Units will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.

The Warrants will expire five years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Simultaneously with the consummation of the Company's initial public offering, Aldel Investors II LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 477,500 units (the "Private Units") in a private placement for an aggregate purchase price of $4,775,000. Each Private Unit consists of one Class A ordinary share, par value $0.0001, and one-half of one warrant.

The Private Units were purchased for $10.00 per unit.

Consists of 1,000,000 OTM Warrants purchased pursuant to the OTM Warrants Purchase Agreement, dated October 21, 2024, by and among Aldel Financial II Inc., Aldel Investors II LLC and the Sponsor. Each OTM Warrant is exercisable for one Class ordinary share at an exercise price of $15.00 per share.

The OTM Warrants were purchased for $0.10 per warrant.

The OTM Warrants and warrants included in the Private Units will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.

The OTM Warrants will expire ten years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Consists of 1,000,000 OTM Warrants purchased pursuant to the OTM Warrants Purchase Agreement, dated October 21, 2024, by and among Aldel Financial II Inc., Aldel Investors II LLC and the Sponsor. Each OTM Warrant is exercisable for one Class ordinary share at an exercise price of $15.00 per share.

The OTM Warrants were purchased for $0.10 per warrant.

The OTM Warrants and warrants included in the Private Units will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.

The OTM Warrants will expire ten years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Held by the Sponsor. Mr. Kauffman is a manager of the Sponsor and has voting and investment discretion with respect to the shares of common stock held of record by the Sponsor. Mr. Kauffman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.