8-K - DMII - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934

September 24, 2025

Date of Report (Date of earliest event reported)

Drugs Made In AmericaAcquisition II Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42863	98-1815624
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification No.)
1 East Broward Boulevard, Suite 700<br><br> <br>Fort Lauderdale, FL	33301
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (954) 870-3099

N/A

(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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share and one Right to receive<br>one-tenth (1/10) of one Ordinary Share	DMIIU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	DMII	The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-tenth (1/10) of<br>one Ordinary Share	DMIIR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry intoa Material Definitive Agreement.

On September 24, 2025, the registration statement (File No. 333-288791) (as amended, the “Registration Statement”) relating to the initial public offering (“IPO”) of Drugs Made In America Acquisition II Corp. (the “Company”) was declared effective by the Securities and Exchange Commission (the “Commission”). In connection therewith, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

●	Underwriting Agreement, dated September 24, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (“Cantor”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
●	Rights Agreement, dated September 24, 2025, by and between the Company and Continental Stock Transfer & Trust Company as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
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●	Letter Agreement, dated September 24, 2025, by and among the Company, Drugs Made In America Acquisition II LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
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●	Investment Management Trust Agreement, dated September 24, 2025, by and among the Company and Continental Stock Transfer & Trust Company as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
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●	Registration Rights Agreement, dated September 24, 2025, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
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●	Private Units Subscription Agreement, dated September 24, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
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●	Private Units Subscription Agreement, dated September 24, 2025, by and between the Company and Cantor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
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●	Indemnity Agreements, dated September 24, 2025, by and between the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
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●	Administrative Services Agreement, dated as of September 24, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.
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On September 26, 2025, the Company consummated the IPO of 50,000,000 units (the “Units”). Each Unit consists of one ordinary share, $0.0001 par value (“Ordinary Share”) and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $500,000,000. The underwriters were granted a 45-day option to purchase up to an additional 7,500,000 Units to cover over-allotments, if any.

As of September 26, 2025, a total of $500,000,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of September 26, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO.

Item 3.02. UnregisteredSales of Equity Securities.

Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of an aggregate of 1,200,000 units (the “Private Units”) to the Sponsor and Cantor, with 700,000 Private Units to the Sponsor and 500,000 Private Units to Cantor, at a price of $10.00 per Private Unit, generating total proceeds of $12,000,000.

The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the earlier to occur of: (i) with respect to 50% of the Private Units, including the underlying securities, the earlier of six months after the date of the consummation of the Company’s initial business combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial business combination and (ii) with respect to the remaining 50% of the Private Units, including the underlying securities, six months after the date of the consummation of the initial business combination, or earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummates 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. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers.

On September 24, 2025, and in connection with the IPO, Catherine Do, G. Sridhar Prasad and Myron W. Shulgan were appointed to the board of directors of the Company (the “Board”). Effective September 24, 2025, each of Ms. Do, Dr. Prasad and Mr. Shulgan was appointed to the Board’s Audit Committee, with Mr. Shulgan serving as chair of the Audit Committee. Each of Dr. Prasad and Mr. Shulgan was appointed to the Board’s Compensation Committee, with Mr. Shulgan serving as chair of the Compensation Committee.

On September 24, 2025, and in connection with the IPO, the Company entered into indemnity agreements with each of the directors and executive officers, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendmentsto Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On September 24, 2025, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01. Other Events.

On September 25, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On September 26, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. FinancialStatements and Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement, dated September 24, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters.
3.1	Amended and Restated Memorandum and Articles of Association.
4.1	Rights Agreement, dated September 24, 2025, by and between the Company and Continental Stock Transfer & Trust Company as rights agent.
10.1	Letter Agreement, dated September 24, 2025, by and among the Company, Drugs Made In America Acquisition II LLC, the initial shareholders and the officers and directors of the Company.
10.2	Investment Management Trust Agreement, dated September 24, 2025, by and among the Company and Continental Stock Transfer & Trust Company as trustee.
10.3	Registration Rights Agreement, dated September 24, 2025, by and among the Company and certain security holders of the Company.
10.4	Private Units Subscription Agreement, dated September 24, 2025, by and between the Company and Drugs Made In America Acquisition II LLC
10.5	Private Units Subscription Agreement, dated September 24, 2025, by and between the Company and Cantor Fitzgerald & Co.
10.6	Form of Indemnity Agreement by and between the Company and each of the officers and directors of the Company.
10.7	Administrative Services Agreement, dated as of September 24, 2025, by and between the Company and Drugs Made In America Acquisition II LLC
99.1	Press Release, dated September 25, 2025.
99.2	Press<br> Release, dated September 26, 2025.

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.

Dated: September 29, 2025

DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Chief Executive Officer

Exhibit 1.1

Execution Copy

UNDERWRITING AGREEMENT

between

DRUGS MADE IN AMERICA ACQUISITION II CORP.

and

CANTOR FITZGERALD & CO.

Dated: September 24, 2025

Execution Copy

DRUGS MADE IN AMERICA ACQUISITION II CORP.

UNDERWRITING AGREEMENT

New York, New York

September 24, 2025

Cantor Fitzgerald & Co.

499 Park Avenue

New York, New York 10022

As Representative of the Underwriters

named on Schedule A hereto

Ladies and Gentlemen:

The undersigned, Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on ScheduleA hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:

1. Purchase and Sale of Securities.

1.1 Firm Securities.

1.1.1 Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 50,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.45 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share (each, a “Share”), $0.0001 par value, of the Company (the “Public Shares”), and one right (each, a “Right”) to receive one-tenth (1/10) of a Share upon the consummation of an initial business combination (the “Public Rights”). The Public Shares and the Public Rights included in the Firm Units will trade separately on the fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Public Shares and the Public Rights included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K and (ii) the Company has issued a press release announcing when such separate trading will begin. Each Right entitles its holder to automatically receive one-tenth (1/10) of a Share upon consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses (the “Business Combination” and such consummation, the “Business Combination Closing”).

1.1.2 Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1^st^) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Grossman & Schole LLP, counsel to the Underwriters (“EGS”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $500,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of $17,500,000 ($0.35 per Firm Unit), payable to the Representative as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Public Shares sold as part of the Units (as defined below) in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) and any officer or director of the Company, to the extent, he, she or it acquires such Shares in the aftermarket (and solely with respect to such Shares). “Business Day” shall mean any day other than a Saturday, a Sunday, or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.

1.2 Over-Allotment Option.

1.2.1 Option Units. The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 7,500,000 units (the “OptionUnits”), the net proceeds of which will be deposited in the Trust Account, solely for the purposes of covering any over-allotments, if any, in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units. Such Option Units shall, at the Representative’s election, be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears to the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively referred to as the “Public Units,” and the Public Units, the Public Shares, the Public Rights, and the Public Shares issuable upon conversion of the Public Rights are hereinafter referred to collectively as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.

1.2.2 Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance with Section 9.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “OptionClosing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

1.2.3 Payment and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable as follows: $10.00 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities of DTC) for the account of the Representative, and the amount of the payment for the Option Units to be deposited in the Trust Account will include $0.55 per Option Unit (up to $4,125,000), payable to the Representative as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The certificates representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative requests in writing not less than two (2) full Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to such Closing Date. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Representative for applicable Option Units.

1.3 Deferred Underwriting Commission.

1.3.1 The Representative agrees that 3.5% of the gross proceeds from the sale of the Firm Units ($17,500,000) and 5.5% of the gross proceeds from the sale of the Option Units (up to $4,125,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the Trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the Closing Date and the Option Closing Date, as applicable, and, for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

1.3.2 In the event that, prior to or in lieu of a Business Combination Closing, the Company and/or the Sponsor, become entitled to receive a “break-up” or “busted-deal” fee or any other similar payment, consideration or expense reimbursement (any such fee, payment, consideration or expense reimbursement, a “Break Fee”), in connection with or as a result of either (i) the termination, abandonment or cancellation of a proposed Business Combination (or any effort to effect a proposed Business Combination), or (ii) settlement of, or judgment in, any litigation or dispute relating to a proposed Business Combination, then, in each case, the Company’s obligation to pay the Deferred Underwriting Commission to the Representative shall be accelerated upon the Company’s or the Sponsor’s receipt of funds in respect of the Break Fee, and the Company, on behalf of itself, the Sponsor or both, as applicable, shall be required to pay toward the Deferred Underwriting Commission an amount equal to 50% of the aggregate amount received in respect of the Break Fee. Any such accelerated payment of the Deferred Underwriting Commission shall: (x) not exceed the total amount of the Deferred Underwriting Commission; (y) reduce the balance of the Deferred Underwriting Commission on a dollar-for-dollar basis until the Deferred Underwriting Commission equals zero (or, if a positive balance remains unpaid, it shall continue to be payable to the Representative upon the consummation of the Company’s initial Business Combination), and (y) not be paid from the Trust Account, but rather from a general account of the Company or the Sponsor.

1.4 Private Placements.

1.4.1 Founder Shares. In September 2024, Drugs Made In America Acquisition II LLC (the “Sponsor”), paid $35,000 to subscribe for an aggregate of 44,722,222 Shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2025, the Sponsor surrendered and forfeited 18,847,222 Founder Shares to the Company for no consideration. In May 2025, the Sponsor surrendered and forfeited an additional 11,500,000 Founder Shares to the Company for no consideration, following which the Sponsor held 14,375,000 Founder Shares. Immediately prior to the Offering, the Sponsor transferred 100,000 Founder Shares to each of the Company’s officers and director nominees other than Lynn Stockwell and transferred an additional aggregate of 7,966,667 Founder Shares to a number of accredited investors unaffiliated with the Sponsor, Ms. Stockwell or each other, for a total of 8,366,667 Founder Shares transferred. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares from the Company or the transfers of Founder Shares prior to the Offering from the Sponsor to other parties. Except as described in the Registration Statement, from the date hereof none of the Founder Shares may be sold, assigned or transferred by the Sponsor, the Company’s officers or directors or the other transferees of Founder Shares from the Sponsor, other than to their permitted transferees, until the earlier to occur of: (i) with respect to 50% of the Founder Shares, the earlier of six (6) months after the completion of the Company’s Business Combination and the date on which the closing price of the Company’s Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s Business Combination and (ii) with respect to the remaining 50% of the Founder Shares, six months after the completion of the Company’s Business Combination, or if earlier, in either case, the date following the completion of the Company’s 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 Shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.0% of the issued and outstanding Shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Placement Units and their component securities).

1.4.2 Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 700,00 private placement units (the “Placement Units”), each such private placement unit consisting of one Share (the “Placement Shares”) and one Right (the “Placement Rights”), which placement units are substantially identical to the Public Units subject to certain exceptions described in Section 1.4.3, and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 500,000 Placement Units, each such purchase at a purchase price of $10.00 per Placement Unit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Units (or their component securities) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees, until the earlier to occur of: (i) with respect to 50% of the Placement Units (or their component securities), the earlier of six (6) months after the completion of the Company’s Business Combination and the date on which the closing price of the Company’s Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s Business Combination and (ii) with respect to the remaining 50% of the Placement Units (or their component securities), six months after the completion of the Company’s Business Combination, or if earlier, in either case, the date following the completion of the Company’s 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 Shares for cash, securities or other property. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and their component securities acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(c)(1). Accordingly, the Placement Units and their component securities acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

1.4.3 The Placement Units, the Placement Shares, the Placement Rights and the Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “PlacementSecurities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Units are identical to the Public Units except that they (including their component securities) are entitled to registration rights. In addition, with respect to Placement Units held by the Representative and/or its designees, such Placement Units will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110. The Public Securities, the Placement Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities.”

1.5 Working Capital. Upon consummation of the Offering and the Private Placement, it is intended that approximately $1,250,000 of the proceeds from the Offering and the Private Placement will be available to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.

1.6 Interest Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes payable by the Company and up to $100,000 for liquidation expenses, all as more fully described in the Prospectus (as defined below). Notwithstanding the foregoing, the proceeds placed in the Trust Account and the interest earned thereon shall not be used to pay for possible excise tax or any other similar fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or share buybacks by the Company.

2. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:

2.1 Filing of Registration Statement.

2.1.1 Pursuant to the Act. The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-288791), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Units, Public Rights and the Public Shares under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Timeof Sale,” as used in the Act, shall be deemed to be immediately after 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus dated September 16, 2025, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”). If the Company files, or is required pursuant to the terms hereof to file, a Registration Statement pursuant to Rule 462(b) under the Act registering additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, and the Form 8-A as described in Section 2.1.2 below, no other document with respect to the Registration Statement has been filed with the Commission. All of the Public Units, Public Rights and the Public Shares have been registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

2.1.2 Pursuant to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-42863) providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Public Units, Public Rights and the Public Shares. The registration of the Public Units, Public Rights and the Public Shares under the Exchange Act has been declared effective by the Commission on the date hereof and the Public Units, Public Rights and the Public Shares have been registered pursuant to Section 12(b) of the Exchange Act.

2.1.3 No Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

2.2 Disclosures in Registration Statement.

2.2.1 10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective dates, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to make the statements therein, not misleading. The Prospectus (together with any supplements thereto), as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1) (together with any supplements thereto), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of Public Units, Public Rights and the Public Shares or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of and the Underwriters, the number of Units being purchased by each Underwriter, the information with respect to dealers’ concessions and reallowances contained in the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the section entitled “Underwriting,” the information with respect to the market-making activities of the Underwriters and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

2.2.2 Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect and is enforceable against the Company and, to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement or instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry, any other party is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

2.2.3 Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration Statement.

2.2.4 Regulations. The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of federal, foreign, state, and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

2.3 Changes After Dates in Registration Statement.

2.3.1 No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

2.3.2 Recent Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

2.4 Independent Registered Public Accounting Firm. To the Company’s knowledge, MaloneBailey, LLP (“MaloneBailey”), whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, is an independent registered public accounting firm as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge, MaloneBailey is currently registered with the PCAOB. MaloneBailey has not, during the periods covered by the financial statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

2.5 Financial Statements; Statistical Data.

2.5.1 Financial Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance with Regulation S-X or Form S-1 that have not been included as required.

2.5.2 Statistical Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus, and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data materially agree with the sources from which they are derived.

2.6 Authorized Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued Shares or any security convertible into Shares, or any contracts or commitments to issue or sell Shares or any such options, warrants, rights or convertible securities.

2.7 Valid Issuance of Securities.

2.7.1 Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

2.7.2 Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, and the amended and restated memorandum and articles of association of the Company (as applicable), and upon registration in the register of members of the Company (as applicable), will be validly issued, and the Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Rights included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Rights are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Shares issuable upon conversion of the Public Rights have been reserved for issuance upon the conversion of the Public Rights and when issued and delivered in accordance with the terms thereof and the Rights Agreement (as defined in Section 2.23), and the amended and restated memorandum and articles of association of the Company (as applicable), and upon registration in the register of members of the Company (as applicable), such Shares will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

2.7.3 Placement Securities. The Placement Units constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Shares have been duly authorized and when issued and paid for in accordance with the terms of the Purchase Agreements and Rights Agreement, and the amended and restated memorandum and articles of association of the Company (as applicable), and upon registration in the register of members of the Company (as applicable), will be validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Shares issuable upon conversion of the Placement Rights have been reserved for issuance and, when issued and delivered in accordance with the terms of the Purchase Agreements and Rights Agreement, and the amended and restated memorandum and articles of association of the Company (as applicable), and upon registration in the register of members of the Company (as applicable), such Shares will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

2.7.4 No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.

2.8 Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.

2.9 Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1), the Rights Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.4), the Registration Rights Agreement (as defined in Section 2.21.5) and the Purchase Agreements (as defined in Section 2.21.3) (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

2.10 No Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association, as amended, of the Company (collectively, the “CharterDocuments”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof.

2.11 No Defaults; Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

2.12 Corporate Power; Licenses; Consents.

2.12.1 Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business for the purposes as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on the Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other than in connection with its formation and in furtherance of the Offering.

2.12.2 Transactions Contemplated. The Company has all requisite corporate power and authority to enter into the Transaction Documents and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale, and delivery, of the Securities and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws, the rules of the Nasdaq Stock Market (the “Nasdaq”), and the rules and regulations promulgated by FINRA.

2.12.3 Jurisdiction and Designation. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of any New York State or United States federal court sitting in The City of New York, Borough of Manhattan.

2.13 D&O Questionnaires. To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (the “Questionnaires”) completed by each of the Company’s officers, directors and shareholders and its special advisor (together with the Sponsor, the “Insiders”) and provided to the Representative and its counsel and the biographies of the Insiders contained in the Registration Statement, Sale Preliminary Prospectus and the Prospectus (to the extent a biography is contained) is true and correct and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete.

2.14 Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or the Questionnaires.

2.15 Good Standing. The Company was originally incorporated as an exempted company in the Cayman Islands on August 23, 2024. The Company has been duly organized and is validly existing as an exempted company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

2.16 No Contemplation of a Business Combination. The Company has not (nor has anyone on the Company’s behalf), directly or indirectly, contacted any prospective target business (each a “Target Business”) or had any substantive discussions, formal or otherwise, with respect to such a transaction.

2.17 Transactions Requiring Disclosure to FINRA.

2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider, that may affect the Underwriters’ compensation, as determined by FINRA.

2.17.2 Payments Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; or (ii) any “participating member,” as defined in FINRA Rule 5110(j)(15) (a “ParticipatingMember”), within the 180-day period prior to the initial filing of the Registration Statement, other than the prior payments to the Representative in connection with the Offering. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to any Participating Member within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any Participating Member. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any “underwriting compensation,” as defined in FINRA Rule 5110, by any Participating Member.

2.17.3 FINRA Affiliation. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect affiliation or association with any Participating Member (as determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and EGS if it learns that any officer or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or associated person of a Participating Member.

2.17.4 Share Ownership. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any Participating Member (other than securities purchased on the open market).

2.17.5 Loans. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities has made a subordinated loan to any Participating Member.

2.17.6 Proceeds of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein.

2.17.7 Conflicts of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a Participating Member and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or ordinary equity, or 10% or more of the Company’s preference equity.

2.18 Taxes.

2.18.1 There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United States, or under the laws of any non-U.S. jurisdictions, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Public Securities.

2.18.2 The Company has filed all U.S. federal, state and local, and non-U.S., tax returns required to be filed with taxing authorities prior to the date hereof in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes shown as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

2.19 Foreign Corrupt Practices Act; Anti-Money Laundering; Patriot Act.

2.19.1 Foreign Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

2.19.2 Currency and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, assuming reasonable inquiry, threatened.

2.19.3 Patriot Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act of 1970, as amended, or Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.

2.20 Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to the Representative or to EGS shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

2.21 Agreements With Insiders.

2.21.1 Insider Letter. The Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification, contribution or non-compete provision may be limited under foreign, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the Registration Statement (the “InsiderLetter”), pursuant to which each of the Insiders of the Company agree to certain matters. The Insider Letter shall not be amended, modified or otherwise changed without the prior written consent of the Representative.

2.21.2 Sponsor Purchase Agreement. The Company and the Sponsor have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Units to be sold to the Sponsor described in Section 1.4.2. Pursuant to the Insider Letter, the Sponsor has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Units (and their component securities). Certain proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor Purchase Agreement.

2.21.3 Representative Purchase Agreement. The Company and the Representative have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement,” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Units to be sold to the Representative described in Section 1.4.2. Pursuant to the Representative Purchase Agreement, the Representative has agreed that, subject to stated exceptions, it will not participate in any liquidation distribution with respect to the Private Units or the underlying securities if the Company fails to consummate a Business Combination. Certain proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Representative Purchase Agreement.

2.21.4 Administrative Services Agreement. The Company and the Sponsor have entered into an Administrative Services Agreement (the “Services Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, pursuant to which the Sponsor has agreed to provide for office space, and administrative and support services for the Company’s use for $10,000 per month payable until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Trust Account, on the terms and conditions set forth in the Services Agreement.

2.21.5 Registration Rights Agreement. The Company, the Sponsor, the Representative and the other security holders party thereto have entered into a Registration Rights Agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration rights with respect to the securities of the Company they hold or may hold, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

2.21.6 Loans. The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $325,000 (the “Insider Loans”) pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier of December 1, 2025 or the consummation of the Offering. The loan will be repaid out of the $750,000 of offering proceeds that has been allocated to the payment of offering expenses. As of June 30, 2025, we had borrowed $297,292 under the Insider Loans.

2.22 Investment Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form annexed as an exhibit to the Registration Statement.

2.23 Rights Agreement. The Company has entered into a rights agreement with CST with respect to the Public Rights, the Placement Rights and certain other rights that may be issued by the Company substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”).

2.24 No Existing Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.

2.25 Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “InvestmentCompany Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.

2.26 Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

2.27 Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.

2.28 Related Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.

2.29 No Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.

2.30 Sarbanes-Oxley. The Company is, and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

2.31 Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the distribution of the Public Units, any offering material in connection with the offering and sale of the Public Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.

2.32 Nasdaq. The Public Units, Public Shares and Public Rights have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the Nasdaq Global Market and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

2.33 Board of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors” or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply with Sarbanes-Oxley and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to the Company. As of the commencement of the trading of the Public Securities on Nasdaq, the Company will have an Audit Committee that satisfies the applicable requirements under Sarbanes-Oxley and the rules promulgated thereunder and the rules of Nasdaq.

2.34 Emerging Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).

2.35 No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “DisqualificationEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.

2.36 Free-Writing Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 of Regulation D under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-WatersCommunication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.

2.37 Other Covered Persons. The Company is not aware of any person (other than any Company Covered Person or Underwriter) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

2.38 No Fee Arrangements. As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to which the Company will be obligated to pay any Insider or an affiliate of any Insider a consulting, finder or success fees for assisting the Company in consummating a Business Combination.

2.39 Underwriter Engagement. 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.

3. Covenants of the Company. The Company covenants and agrees as follows:

3.1 Amendments to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any such amendment or supplement to which the Representative reasonably objects in writing.

3.2 Federal Securities Laws.

3.2.1 Compliance. During the time when a Prospectus is required to be delivered under the Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act.

3.2.2 Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission pursuant to the requirements of Rule 424 of the Regulations.

3.2.3 Exchange Act Registration. The Company will use its best efforts to maintain the registration of the Public Units, Public Shares and Public Rights under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier. The Company will not deregister the Public Securities under the Exchange Act (except in connection with the completion of a Business Combination) without the prior written consent of the Representative.

3.2.4 Exchange Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.

3.2.5 Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance with each applicable provision of Sarbanes-Oxley and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.

3.3 Free-Writing Prospectus; Emerging Growth Company Status. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405, without the prior consent of the Underwriters. The Company will promptly notify the Representative if the Company ceases to be an “emerging growth company” at any time prior to the expiration of the time period it has to complete a Business Combination set forth in the Charter Documents (the “Termination Date” or, if the Company extends the period during which it may enter into a Business Combination, the “Extended Termination Date”) or the liquidation of the Trust Account if a Business Combination is not consummated by the Termination Date or Extended Termination Date, as applicable.

3.4 Delivery to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually executed consents of certified experts.

3.5 Effectiveness and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

3.6 Affiliated Transactions.

3.6.1 Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the Business Combination is fair to the Company from a financial point of view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors.

3.6.2 Compensation to Insiders. Except as disclosed in the Prospectus and consented to by the Representative, the Company shall not pay any of the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination.

3.7 [Reserved.]

3.8 Reports to the Representative. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and its counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Underwriters: (i) a copy of each periodic report the Company shall be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided that the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section.

3.9 Transfer Agent. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is required to be liquidated, the Company shall retain a transfer and rights agent acceptable to the Representative. CST is acceptable to the Representative.

3.10 Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $4,000 per principal (in the case of a U.S. jurisdiction) or $5,000 per principal (in the case of non-U.S. jurisdiction), (iv) the preparation, printing, engraving, issuance and delivery of the Public Units, the Public Shares and the Public Rights included in the Public Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel of the Underwriters, whether or not related to clearing the Offering with FINRA, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other share exchanges as the Company and the Underwriters together determine, (vii) all fees and disbursements of the transfer and rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management and (ix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10; provided that the expenses reimbursed to or paid on behalf of the Underwriters (as governed by FINRA Rule 5110.01) shall not exceed an aggregate of $150,000. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to the Closing Date) to be paid by the Company to the Representative. The Company shall also pay for the costs and expenses incurred by the Underwriters in connection with the Business Combination to the extent provided for in Section 3.33. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its reasonable and documented out-of-pocket expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative; provided, however, that the aggregate amount of expenses (including legal expenses) reimbursable to the Representative by the Company in the event the Offering is not consummated shall not exceed $150,000 without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

3.11 Application of Net Proceeds. The Company will apply the net proceeds from the Offering and Private Placement received by it in a manner consistent with the application described under the caption “Use of Proceeds” in the Prospectus.

3.12 Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable, but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive months beginning after the Effective Date.

3.13 Notice to the Representative or FINRA.

3.13.1 Notice to the Representative. For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered a Participating Member with respect to the Offering. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.

3.13.2 FINRA. The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or associated person of a Participating Member.

3.13.3 Broker/Dealer. In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become a member of FINRA, it shall promptly notify FINRA.

3.14 Stabilization. The Company shall not take, and has directed its employees, directors or shareholders not to take, directly or indirectly, any action without the consent of the Representative that is designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units.

3.15 Existing Lock-Up Agreement. The Company will enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.

3.16 Payment of Deferred Underwriting Commission on Business Combination. Upon the occurrence of the Business Combination Closing, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Representative for its own account, in accordance with Section 1.3. 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 Underwriting Commission.

3.17 Internal Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

3.18 Accountants. Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company is required to be liquidated, the Company shall retain MaloneBailey or another independent registered public accounting firm reasonably acceptable to the Representative.

3.19 Form 8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the Offering and the Private Placement. Within four (4) Business Days after the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Audited Financial Statements. Promptly, and no later than four (4) Business Days, after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K, which report shall disclose the Company’s sale of the Option Units and its receipt of the proceeds therefrom, unless the receipt of such proceeds is reflected in the Current Report on Form 8-K referenced in the immediately prior sentence.

3.20 Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction to the Representative or EGS.

3.21 Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.

3.22 Amendments to Charter Documents. The Company covenants and agrees, that, prior to its initial Business Combination, it will not seek to amend or modify its Charter Documents, except as set forth therein.

3.23 Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.

3.24 Insurance. Until the earlier of the completion of the Business Combination or until such earlier time upon which the Company is required to be liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company, its directors and officers for liabilities or losses arising in connection with the Offering, including, without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).

3.25 Electronic Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least the period during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time).

3.26 Private Placement Proceeds. On or prior to the Closing Date, certain of the proceeds from the Private Placement provided by the Sponsor shall be deposited into the Trust Account in accordance with the Sponsor Purchase Agreement.

3.27 Future Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt financing prior to or in connection with the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any rights in or claims against the Trust Account.

3.28 Amendments to Agreements. The Company shall not amend, modify or otherwise change any of the Transaction Documents without the prior written consent of the Representative, which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

3.29 Nasdaq. Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Units, Public Shares and Public Rights on Nasdaq or a national securities exchange acceptable to the Representative.

3.30 Reservation of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon conversion of the Rights outstanding from time to time.

3.31 Notice of Disqualification Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person.

3.32 Disqualification of S-1. Until the earlier of seven (7) years from the date hereof, the Company will not take any action or actions that prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Shares issuable upon conversion of the Rights under the Act.

3.33 Business Combination Securities Disclosure Documents. If any Underwriter may be deemed, in its sole judgment, to be an underwriter of any securities issued pursuant to any registration statement or tender offer document filed with the Commission in connection with the consummation of the Business Combination by the Company, a Target Business or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant,” and any such securities, the “Business Combination Securities”), the Company shall provide or cause to be provided to such Underwriter all information and access to all persons, properties and documents necessary for the Underwriters to complete a due diligence investigation sufficient (in the view of the Underwriters in their sole discretion) to provide the Underwriters with a “reasonable due diligence” defense in respect of any claims that could be brought against an underwriter of the applicable Business Combination Securities under federal and state securities laws, rules and regulations, including, without limitation, Section 11 of the Act. As used herein, the term “reasonable due diligence” means a reasonable investigation that provides the investigating person a reasonable ground to believe that at the time of the applicable offer, issuance or distribution of any Business Combination Securities, no registration statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without limitation, any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing, or any other marketing document used by any Registrant, filed with or furnished by the Company to the Commission in connection with the Business Combination but excluding any filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act (each, a “Business Combination SecuritiesDisclosure Document”), in each case relating to such offer, issuance or distribution, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, not misleading. The Company agrees that it will provide to the Representative notice of each filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act and each other form of public communication about the Business Combination reasonably in advance of such filing or public communication. The Company further covenants that it will use its best efforts to ensure that any projections provided to the Representative by any Registrant or prepared by any Registrant or any representative of such Registrant (a “Registrant Representative”) and contained in any Business Combination Securities Disclosure Document, in each case, at the time they were prepared, will have been prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable.

3.34 Obligations in Connection with Business Combination. If any Underwriter may be deemed, in its sole judgment, to be an underwriter of any Business Combination Securities, if requested by the Representative, the following shall apply:

3.34.1 Prior to entering into any definitive agreement with respect to the Business Combination (or amendment thereto) and until such time as such Business Combination is consummated:

(a) The Company agrees to notify the Representative with respect to, and to permit the Representative, at its request, to participate in, all diligence sessions with any Registrant or any Registrant Representative and all drafting sessions in respect of any Business Combination Securities Disclosure Document.

(b) The Company shall provide drafts of all Business Combination Securities Disclosure Documents to the Representative and its legal counsel reasonably in advance of the filing by the Company (or, if such filing is to be made by a Registrant other than the Company, any filing which is required to be approved by the Company) of any Business Combination Securities Disclosure Document with the Commission or the circulation by any Registrant of any Business Combination Securities Disclosure Document to any prospective investor, sufficient to allow the Representative and the Underwriters’ legal counsel to request changes determined by them to be reasonably necessary to such Business Combination Securities Disclosure Document before its filing or circulation. The Company shall not permit the filing with or furnishing by the Company to the Commission of any Business Combination Securities Disclosure Document, the issuance of any press release or the publication of any other communication in any form if such communication relates to the Business Combination, without the prior written consent of the Representative, which consent shall not unreasonably be withheld, delayed or conditioned.

3.34.2 Notwithstanding any provision to the contrary herein, the Company agrees (i) that the Underwriters shall have the right, in connection with their reasonable due diligence under Section 3.33, (i) to retain counsel and other consultants and experts as they may deem necessary or desirable; (ii) to use its reasonable best efforts to ensure that each counsel to the Company and to any other Registrant provides legal opinions and negative assurance letters to the Underwriters as of (x) the date of effectiveness of the Business Combination Securities Disclosure Document, (y) the date of the shareholder vote to approve the Business Combination, and (z) the Business Combination Closing, each in form and substance reasonably satisfactory to the Representative, (iii) to use its reasonable best efforts to ensure that each accounting firm or firms that were retained by the Company or by any other Registrant and that have audited any financial statements set forth in any Business Combination Securities Disclosure Document provide “comfort letters” to the Underwriters pursuant to AU 634 of the Public Company Accounting Oversight Board as of (A) the effectiveness of any Business Combination Securities Disclosure Document that was filed with the Commission and that was required to be declared effective by the Commission, and (B) the consummation of the Business Combination; and (iv) to take and shall use its reasonable best efforts to take any other actions reasonably requested by the Representative. The Company agrees that it shall be responsible for the payment of all costs associated therewith and shall promptly reimburse the Representative for all documented out-of-pocket costs and expenses reasonably incurred by the Underwriters in connection with the foregoing.

3.34.3 In connection with the Business Combination, to the extent the Company retains an unaffiliated party (the “Fairness Opinion Provider”) to prepare a report and provide an opinion (the “Fairness Opinion”) concerning the fairness, from a financial point of view, of the Business Combination to the Company and its unaffiliated shareholders, the Company shall, pursuant to, and in accordance with, applicable law, disclose in reasonable detail in a Business Combination Securities Disclosure Document the results of that report and necessary or appropriate, a copy of that report. Each Registrant shall provide the Fairness Opinion Provider with all information and access to persons and documents that the Fairness Opinion Provider deems reasonably necessary and appropriate in connection with the preparation of its Fairness Opinion.

3.34.4 Prior to the consummation of the Business Combination, the Company shall include in the definitive agreement for the Business Combination (i) a covenant for the assignment and assumption, by the public entity resulting from the initial Business Combination, of all of the Company’s indemnification obligations under Section 5 hereunder and (ii) that the Underwriters may rely on the representations and warranties contained therein as if they were a party thereto. The Company shall use its reasonable best efforts to ensure that each Target Business or other Registrant agrees to (a) execute and deliver to the Underwriters a joinder agreement, in form and substance reasonably satisfactory to the Representative, pursuant to which each such Business or Registrant shall join this Agreement as a signatory and a party and be subject to all of the terms and conditions of this Agreement and (b) deliver to the Representative a certificate of an officer stating that to such officer’s knowledge the representations and warranties made by such Business or Registrant in the definitive agreement for the Business Combination are true and correct as of the date of such certificate, subject to a customary materiality standard. In addition, in connection with the Business Combination, the Company will, and will use its reasonable best efforts to cause each such Business or Registrant to, comply in all material respects with the obligations and covenants of the Company set forth in this Agreement.

3.34.5 To the extent that the Representative determines, in its sole judgment, that the Underwriters are required to make any filing with FINRA not provided for in Section 3.13 or otherwise to comply with FINRA rules in connection with the Business Combination, the Company shall cooperate with the Representative and shall provide or cause to be provided to the Underwriters all information that the Representative deems reasonably necessary in order to make any such filings and in order to comply with FINRA rules. The Company shall be responsible for the fees incurred with respect to any necessary FINRA filing, to the extent such filings are made in connection with the Business Combination.

3.34.6 Nothing herein shall be deemed to require the Underwriters to limit their rights to compensation or to reimbursement of expenses without their express agreement or otherwise to assume any liability other than as may be expressly required under the Act.

3.34.7 The Company acknowledges and agrees that nothing in this Section 3.34 shall be interpreted to obligate the Underwriters to take any action, or to refrain from taking any action, in connection with the Business Combination and any such actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion.

4. Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Public Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

4.1 Regulatory Matters.

4.1.1 Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 4:00 p.m., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing Date and each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of EGS.

4.1.2 FINRA Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms and arrangement and amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

4.1.3 No Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Underwriters pursuant to Section 3.5 hereof shall have been issued on each of the Closing Date or each Option Closing Date, and no proceedings for that purpose shall have been instituted or, to the Company’s knowledge, shall be contemplated.

4.1.4 No Commission Stop Order. At the Closing Date and on each Option Closing Date, the Commission has not issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

4.1.5 Nasdaq. The Public Units, Public Shares and Public Rights shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.

4.2 Company Counsel Matters.

4.2.1 Closing Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Loeb & Loeb LLP and Maples and Calder (Cayman) LLP, dated the Closing Date or each Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and EGS. On the Closing Date and each Option Closing Date, the Representative shall have received the favorable opinion and negative assurance statement of EGS, dated the Closing Date or each Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters.

4.2.2 Reliance. In rendering such opinions, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Representative’s counsel if requested. The opinions of counsel for the Company shall include a statement to the effect that they may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters in connection with the Offering.

4.3 Comfort Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall have received a letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative and to EGS, from MaloneBailey dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:

4.3.1 Confirming that they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable Regulations and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus, Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;

4.3.2 Stating that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;

4.3.3 Stating that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that of the audited financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, or (b) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any change in the capital share or long-term debt of the Company, or any decrease in the shareholders’ equity of the Company as compared with amounts shown in the December 31, 2024 balance sheet included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or, if there was any decrease, setting forth the amount of such decrease, and (c) during the period from July 1, 2025 to a specified date not later than five (5) days prior to the Effective Date, Closing Date or any Option Closing Date, as the case may be, there was any decrease in revenues, net earnings or net earnings per Shares, in each case as compared with the corresponding period in the preceding year and as compared with the corresponding period in the preceding quarter, other than as set forth in or contemplated by the Registration Statement the Sale Preliminary Prospectus and the Prospectus, or, if there was any such decrease, setting forth the amount of such decrease;

4.3.4 Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;

4.3.5 Stating that they have not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable condition related to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and

4.3.6 Statements as to such other matters incident to the transaction contemplated hereby as the Representative or EGS may reasonably request, including: (i) that MaloneBailey is registered with the Public Company Accounting Oversight Board; (ii) that MaloneBailey has sufficient assets and insurance to pay for any liability incurred by it relating to providing the letter; and (iii) that MaloneBailey is not insolvent.

4.4 Officers’ Certificates.

4.4.1 Officers’ Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer, the President, the Chief Financial Officer of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.

4.4.2 Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq, (v) as to the accuracy and completeness of all resolutions of the shareholders of the Company, and (vi) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

4.5 No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.6 Delivery of Transaction Documents. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.

4.7 Private Placement. On the Closing Date, the Private Placement shall have been completed in accordance with Sections 1.4, 2.21.2, 2.21.3 and 3.26 of this Agreement.

4.8 Good Standing. The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing Date or the Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

5. Indemnification and Contribution.

5.1 Indemnification.

5.1.1 Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows:

(a) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus or, in the event that any Underwriters may be deemed, in its sole judgment, to be an underwriter of any Business Combination Securities, any Business Combination Securities Disclosure Document (or any amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 5.1.4) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld;

(c) against any and all claims, actions, suits, proceedings, damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, that are related to or arise out of any business combination marketing or capital markets advisory activities by any Underwriter on the Company’s behalf in connection with a Business Combination, provided that the Company will not, however, be responsible to an Indemnified Person for any portion of any such claim, action, suit, proceeding, damage, liability or expense that is finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of the Indemnified Person seeking such indemnification; and

(d) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a party), to the extent that any such expense is not paid under (a), (b) or (c) above;

(e) against any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, joint or several, arising out of the Company’s failure to provide any of the information and access to persons, properties and documents required to be provided under Section 3.33 hereof;

provided, however, that the foregoing agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information (and, in connection with any Business Combination, similar information provided by or on behalf of the Business Combination Advisors expressly for use in any Business Combination Securities Disclosure Document).

5.1.2 Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with the Underwriters’ Information.

5.1.3 Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 5.1 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

5.1.4 Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

5.2 Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the sale of the Units (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters (before deducting expenses) from the sale of the Units on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.2 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, the Underwriters shall not be required to contribute any amount in excess of the commissions actually received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning of the Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 5.2, will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 5.2 except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 5.1.3.

6. Default by an Underwriter.

6.1 Default Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

6.2 Default Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representative or the Company without liability on the part of the Company (except as provided in Sections 3.10, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

6.3 Postponement of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.

7. Additional Covenants.

7.1 Additional Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any Shares or any options or other securities convertible into Shares, or any preference shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Shares on a proposed Business Combination.

7.2 Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an aggregate amount of $500,000,000 (or an aggregate amount of $575,000,000 if the Over-allotment Option is exercised in full), representing $10.00 per Unit sold hereunder for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

7.3 Insider Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider Letters and will not allow any amendments to, or waivers of, such Insider Letters without the prior written consent of the Representative, which consent shall not be unreasonably withheld.

7.4 Rule 419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.

7.5 Tender Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or its counsel (if so instructed by the Representative) with ten (10) copies of all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.

7.6 Emerging Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the completion of the distribution of the Securities within the meaning of the Act.

7.7 Target Net Assets. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commission). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Target Business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.

7.8 Charter Documents. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of any of its Charter Documents.

7.9 Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, the Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect.

8. Effective Date of This Agreement and Termination Thereof.

8.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.

8.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, the NYSE American, the Nasdaq, the Nasdaq Global Select Market or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

8.3 Expenses. In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof and (ii) the Company shall reimburse the Representative for any costs and expenses incurred in connection with enforcing any provisions of this Agreement.

8.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

9. Miscellaneous.

9.1 Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by hand or reputable overnight courier and confirmed or delivered by facsimile or electronic transmission (with printed confirmation of receipt) and shall be deemed given when so delivered or faxed or, if mailed, two days after such mailing.

If to the Representative:

Cantor Fitzgerald & Co.

499 Park Avenue

New York, New York 10022

Attn: General Counsel

Facsimile: (212) 829-4708

Email: #legal-IBD@cantor.com with a copy to spac@cantor.com

Cantor Fitzgerald & Co.

499 Park Avenue

New York, New York 10022

Attn: Head of Investment Banking

Attn: Head of SPACs

Facsimile: (212) 829-4708

Email: Sage.kelly@cantor.com; David.batalion@cantor.com

Copy (which copy shall not constitute notice) to:

Ellenoff Grossman & Schole

1345 Avenue of the Americas

New York, New York 10105

Attn: Stuart Neuhauser, Esq.

Facsimile: (212) 370-7889

Email: sneuhauser@egsllp.com

If to the Company:

Drugs Made In America Acquisition II Corp.

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

Attn: Lynn Stockwell, Chief Executive Officer and Executive Chair

Email: executive@dmaacorp.com

Copy (which copy shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue

Attn: Mitchell S. Nussbaum; Alex Weniger-Araujo

Tel: (212) 407-4000

Email: mnussbaum@loeb.com; aweniger@loeb.com

9.2 Headings. The headings contained herein are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

9.3 Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.

9.4 Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.5 Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the selected dealers, the Company and the controlling persons, directors, agents, partners, members, employees and officers referred to in Section 5 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.

9.6 Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.

9.7 Submission to Jurisdiction. Each of the Company and the Representative irrevocably submit to the exclusive jurisdiction of any New York State or United States federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

9.9 Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and valid and effective for all purposes.

9.10 Waiver. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.11 No Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of this offering of the Company’s securities, either before or after the date hereof and (v) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgment with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

9.12 Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), 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.

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) 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.

For purposes of this Agreement, (a) “BHCAct Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (b) “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); (c) “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; and (d) “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.

[Remainder of page intentionally left blank]

If the foregoing correctly sets forth the understanding between the Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Very truly yours,
DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Chief Executive Officer and Executive Chair
CANTOR FITZGERALD & CO., as<br><br>Representative of the several underwriters
By:	/s/ Sage Kelly
Name:	Sage Kelly
Title:	Co-Chief Executive Officer & Global Head of Investment of Banking

[Signature page to Underwriting Agreement]

SCHEDULE A

Drugs Made In America Acquisition II Corp.

50,000,000 Units

Underwriters	Number of<br> Firm Units<br> to be<br> Purchased
Cantor Fitzgerald & Co.		50,000,000
Total		50,000,000

SCHEDULE B

None.

Exhibit 3.1

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUMAND ARTICLES OF ASSOCIATION

DRUGS MADE IN AMERICA ACQUISITIONII CORP.

(ADOPTED BY SPECIAL RESOLUTION DATED4 SEPTEMBER 2025 AND EFFECTIVE ON

24 SEPTEMBER 2025)

ww.verify.gov.ky File#: 413232

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDEDAND RESTATED

MEMORANDUM OF ASSOCIATION

DRUGS MADE IN AMERICA ACQUISITIONII CORP.

(ADOPTED BY SPECIAL RESOLUTION DATED4 SEPTEMBER 2025 AND EFFECTIVE ON

24 SEPTEMBER 2025)

1	The name of the Company is Drugs Made In America Acquisition II Corp.
2	The Registered Office of the Company shall be at the offices of Maples Corporate<br>Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as<br>the Directors may decide.
---	---
3	The objects for which the Company is established are unrestricted and the Company<br>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$22,100 divided into 220,000,000 ordinary<br>shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each.
---	---
6	The Company has power to register by way of continuation as a body corporate limited<br>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<br>of Association bear the respective meanings given to them in the Amended and Restated Articles of Association of the Company.
---	---
ww.verify.gov.ky File#: 413232
---

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLESOF ASSOCIATION

DRUGS MADE IN AMERICA ACQUISITIONII CORP.

(ADOPTED BY SPECIAL RESOLUTION DATED4 SEPTEMBER 2025 AND EFFECTIVE ON

24 SEPTEMBER 2025)

1	Interpretation
1.1	In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something<br>in the subject or context inconsistent therewith:
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"Affiliate"	in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
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"Applicable Law"	means, with respect to any person,<br> all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any<br> governmental authority applicable<br><br> <br>to such person.
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"Articles"	means these amended and restated articles of association of the Company.
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"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 Nasdaq Global Market, must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on 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 therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
"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.
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"Deadline Date"	has the meaning ascribed to it at Article 48.7.
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"Designated Stock Exchange"	means any United States national securities exchange or automated system on which the securities of the Company are listed for trading, including the Nasdaq Global Market or any over-the-counter (OTC) market.
"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 Ordinary Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
"Exchange Act"	means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
"Founders"	means the Sponsor and all Members immediately prior to the consummation of the IPO.
"Independent Director"	has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
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"IPO"	means the Company's initial public offering of securities.
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"Member"	has the same meaning as in the Statute.
"Memorandum"	means the amended and restated memorandum of association of the Company.
"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.
"Ordinary Share"	means an ordinary share of a par value of US$0.0001 in the share capital of the Company.
"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.
"Preference Share"	means a preference share of a par value of US$0.0001 in the share capital of the Company.
"Public Share"	means an Ordinary 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 therein.
"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.
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"Representative"	means a representative of the Underwriters.
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"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 an Ordinary 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 Drugs Made In America Acquisition II LLC, a Delaware limited liability company, and its successors or assigns.
"Statute"	means the Companies Act (As Revised) of the Cayman Islands.
"Tax Filing Authorised Person"	means such person as any Director shall designate from time to time, acting severally.
"Treasury Share"	means a Share held in the name of the Company as a treasury share in accordance with the Statute.
"Trust Account"	means the trust account established by the Company upon the consummation of 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:
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(a)	words importing the singular number include the plural number and vice versa;
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(b)	words importing the masculine gender include the feminine gender;
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(c)	words importing persons include corporations as well as any other legal or natural person;
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(d)	"written" and "in writing" include all modes of representing<br>or reproducing words in visible form, including in the form of an Electronic Record;
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(e)	"shall" shall be construed as imperative and "may" shall be construed as permissive;
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(f)	references to provisions of any law or regulation shall be construed as references<br>to those provisions as amended, modified, re-enacted or replaced;
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(g)	any phrase introduced by the terms "including", "include",<br>"in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding<br>those terms;
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(h)	the term "and/or" is used to mean both "and" as well as "or."<br>The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or"<br>in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require<br>the conjunctive (in each case, unless the context otherwise requires);
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(i)	headings are inserted for reference only and shall be ignored in construing the Articles;
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(j)	any requirements as to delivery under the Articles include delivery in the form<br>of an Electronic Record;
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(k)	any requirements as to execution or signature under the Articles including the<br>execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions<br>Act;
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(l)	sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
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(m)	the term "clear days" in relation to the period of a notice means that<br>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<br>effect; and
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(n)	the term "holder" in relation to a Share means a person whose name is<br>entered in the Register of Members as the holder of such Share.
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2	Commencement of Business
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2.1	The business of the Company may be commenced as soon after incorporation of the Company as the Directors<br>shall see fit.
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2.2	The Directors may pay, out of the capital or any other monies of the Company, all<br>expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
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3	Issue of Shares and other Securities
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3.1	Subject to the provisions, if any, in the Memorandum (and to any direction that<br>may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the<br>Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice<br>to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including<br>fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions,<br>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<br>to the Statute and the Articles) vary such rights.
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3.2	The Company may issue rights, options, warrants or convertible securities or securities<br>of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities<br>in the Company on such terms as the Directors may from time to time determine.
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3.3	The Company may issue units of securities in the Company, which may be comprised<br>of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right<br>upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms<br>as the Directors may from time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only<br>be traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the Representative(s)<br>determines that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K with the Securities and<br>Exchange Commission and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded,<br>but the securities comprising such units cannot be traded separately from one another.
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3.4	The Company shall not issue Shares to bearer.
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4	Register of Members
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4.1	The Company shall maintain or cause to be maintained the Register of Members in<br>accordance with the Statute.
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4.2	The Directors may determine that the Company shall maintain one or more branch<br>registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal<br>register and which shall constitute the branch register or registers, and to vary such determination from time to time.
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5	Closing Register of Members or Fixing Record Date
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5.1	For the purpose of determining Members entitled to notice of, or to vote at any<br>meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order<br>to make a determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed<br>newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange,<br>the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide that<br>the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.
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5.2	In lieu of, or apart from, closing the Register of Members, the Directors may fix<br>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<br>of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or<br>other distribution, or in order to make a determination of Members for any other purpose.
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5.3	If the Register of Members is not so closed and no record date is fixed for the<br>determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend<br>or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving<br>to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members.<br>When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination<br>shall apply to any adjournment thereof.
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6	Certificates for Shares
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6.1	A Member shall only be entitled to a share certificate if the Directors resolve<br>that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine.<br>Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates<br>to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered<br>or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall<br>be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number<br>of relevant Shares shall have been surrendered and cancelled.
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6.2	The Company shall not be bound to issue more than one certificate for Shares held<br>jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
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6.3	If a share certificate is defaced, worn out, lost or destroyed, it may be renewed<br>on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating<br>evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
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6.4	Every share certificate sent in accordance with the Articles will be sent at the<br>risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or<br>delayed in the course of delivery.
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6.5	Share certificates shall be issued within the relevant time limit as prescribed<br>by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission<br>and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter,<br>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<br>and does not register, after lodgement of a Share transfer with the Company.
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7	Transfer of Shares
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7.1	Subject to the terms of the Articles, any Member may transfer all or any of their<br>Shares by an instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange,<br>the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares<br>in question were issued in conjunction with rights, options, warrants or units issued pursuant to the Articles on terms that one cannot<br>be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory<br>to them of the like transfer of such right, option, warrant or unit.
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7.2	The instrument of transfer of any Share shall be in writing in the usual or common<br>form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or<br>any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall be<br>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<br>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<br>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<br>the name of the transferee is entered in the Register of Members.
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8	Redemption, Repurchase and Surrender of Shares
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8.1	Subject to the provisions of the Statute, and, where applicable, the rules and<br>regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or<br>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<br>Member or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms<br>as the Company, by Ordinary Resolution, may determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares:
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(a)	Members who hold Public Shares are entitled to request the redemption of such Shares<br>in the circumstances described in the Business Combination Article 48 hereof;
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(b)	Ordinary Shares held by the Sponsor shall be surrendered by the Sponsor for no<br>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<br>issued Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO); and
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(c)	Public Shares shall be repurchased by way of tender offer in the circumstances<br>set out in the Business Combination Article 48 hereof.
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8.2	Subject to the provisions of the Statute, and, where applicable, the rules and<br>regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or<br>otherwise under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other<br>terms as the Directors may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares<br>in the circumstances described in the Article above shall not require further approval of the Members.
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8.3	The Company may make a payment in respect of the redemption or purchase of its<br>own Shares in any manner permitted by the Statute, including out of capital.
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8.4	The Directors may accept the surrender for no consideration of any fully paid Share.
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9	Treasury Shares
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9.1	The Directors may, prior to the purchase, redemption or surrender of any Share,<br>determine that such Share shall be held as a Treasury Share.
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9.2	The Directors may determine to cancel a Treasury Share or transfer a Treasury Share<br>on such terms as they think proper (including, without limitation, for nil consideration).
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10	Variation of Rights of Shares
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10.1	If at any time the share capital of the Company is divided into different classes<br>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)<br>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<br>such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall<br>be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class, or with the approval<br>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<br>of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material<br>adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles<br>relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing<br>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<br>may demand a poll.
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10.2	For the purposes of a separate class meeting, the Directors may treat two or more<br>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<br>same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.
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10.3	The rights conferred upon the holders of the Shares of any class issued with preferred<br>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:<br>(i) by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights; or (ii) where<br>the constitutional documents of the Company are amended or new constitutional documents of the Company are adopted, in each case, as a<br>result of the Company registering by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands.
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11	Commission on Sale of Shares
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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.

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12	Non Recognition of Trusts
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The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

13	Lien on Shares
13.1	The Company shall have a first and paramount lien on all Shares (whether fully<br>paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to<br>or with the Company (whether presently payable or not) by such Member or their estate, either alone or jointly with any other person,<br>whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this<br>Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien<br>on a Share shall also extend to any amount payable in respect of that Share.
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13.2	The Company may sell, in such manner as the Directors think fit, any Shares on<br>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<br>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<br>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.
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13.3	To give effect to any such sale the Directors may authorise any person to execute<br>an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or their nominee<br>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<br>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<br>the Company's power of sale under the Articles.
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13.4	The net proceeds of such sale after payment of costs, shall be applied in payment<br>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<br>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<br>sale.
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14	Call on Shares
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14.1	Subject to the terms of the allotment and issue of any Shares, the Directors may<br>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<br>(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<br>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.<br>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<br>the subsequent transfer of the Shares in respect of which the call was made.
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14.2	A call shall be deemed to have been made at the time when the resolution of the<br>Directors authorising such call was passed.
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14.3	The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
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14.4	If a call remains unpaid after it has become due and payable, the person from whom<br>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<br>may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may<br>waive payment of the interest or expenses wholly or in part.
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14.5	An amount payable in respect of a Share on issue or allotment or at any fixed<br>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<br>the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.
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14.6	The Directors may issue Shares with different terms as to the amount and times<br>of payment of calls, or the interest to be paid.
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14.7	The Directors may, if they think fit, receive an amount from any Member willing<br>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<br>become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
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14.8	No such amount paid in advance of calls shall entitle the Member paying such amount<br>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<br>for such payment, become payable.
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15	Forfeiture of Shares
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15.1	If a call or instalment of a call remains unpaid after it has become due and payable<br>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<br>with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify<br>where payment is to be made and shall state that if the notice<br>is not complied with the Shares in respect of which the call was made will be liable to be forfeited.
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15.2	If the notice is not complied with, any Share in respect of which it was given<br>may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include<br>all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
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15.3	A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms<br>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<br>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<br>the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.
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15.4	A person any of whose Shares have been forfeited shall cease to be a Member in<br>respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to<br>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<br>with interest at such rate as the Directors may determine, but that person's liability shall cease if and when the Company shall have<br>received payment in full of all monies due and payable by them in respect of those Shares.
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15.5	A certificate in writing under the hand of one Director or Officer that a Share has<br>been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled<br>to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the<br>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,<br>nor shall their title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale<br>or disposal of the Share.
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15.6	The provisions of the Articles as to forfeiture shall apply in the case of non<br>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<br>Share or by way of premium as if it had been payable by virtue of a call duly made and notified.
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16	Transmission of Shares
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16.1	If a Member dies, the survivor or survivors (where they were a joint holder), or<br>their legal personal representatives (where they were a sole holder), shall be the only persons recognised by the Company as having any<br>title to the deceased Member's Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share,<br>for which the Member was a joint or sole holder.
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16.2	Any person becoming entitled to a Share in consequence of the death or bankruptcy<br>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<br>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<br>some person nominated by them registered as the holder of such Share. If they elect to have another person registered as the holder of<br>such Share they shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same<br>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<br>death or bankruptcy or liquidation or dissolution, as the case may be.
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16.3	A person becoming entitled to a Share by reason of the death or bankruptcy or<br>liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions<br>and other advantages to which they would be entitled if they were the holder of such Share. However, they shall not, before becoming a<br>Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings<br>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<br>person nominated by them registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline<br>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<br>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<br>of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of<br>all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have<br>been complied with.
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17	Amendments of Memorandum and Articles of Association and Alteration of Capital
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17.1	The Company may by Ordinary Resolution:
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(a)	increase its share capital by such sum as the Ordinary Resolution shall prescribe<br>and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;
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(b)	consolidate and divide all or any of its share capital into Shares of larger amount<br>than its existing Shares;
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(c)	convert all or any of its paid-up Shares into stock, and reconvert that stock into<br>paid-up Shares of any denomination;
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(d)	by subdivision of its existing Shares or any of them divide the whole or any part<br>of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
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(e)	cancel any Shares that at the date of the passing of the Ordinary Resolution have<br>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.
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17.2	All new Shares created in accordance with the provisions of the preceding Article<br>shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture<br>and otherwise as the Shares in the original share capital.
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17.3	Subject to the provisions of the Statute, the provisions of the Articles as regards<br>the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:
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(a)	change its name;
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(b)	alter or add to the Articles;
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(c)	alter or add to the Memorandum with respect to any objects, powers or other matters<br>specified therein; and
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(d)	reduce its share capital or any capital redemption reserve fund.
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18	Offices and Places of Business
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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.

19	General Meetings
19.1	All general meetings other than annual general meetings shall be called extraordinary<br>general meetings.
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19.2	The Company may, but shall not (unless required by the Statute) be obliged to,<br>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<br>annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors<br>(if any) shall be presented.
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19.3	The Directors, the chief executive officer or the chairperson of the board of Directors<br>may call general meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings.
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20	Notice of General Meetings
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20.1	At least five clear days' notice shall be given of any general meeting. Every notice<br>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<br>and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that<br>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<br>of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
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(a)	in the case of an annual general meeting, by all of the Members entitled to attend<br>and vote at the meeting; and
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(b)	in the case of an extraordinary general meeting, by a majority in number of the<br>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.
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20.2	The accidental omission to give notice of a general meeting to, or the non receipt<br>of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
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21	Proceedings at General Meetings
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21.1	No business shall be transacted at any general meeting unless a quorum is present.<br>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<br>by its duly authorised representative or proxy shall be a quorum.
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21.2	A person may participate at a general meeting by conference telephone, video, a<br>virtual platform or other communications equipment by means of which all the persons participating in the meeting can communicate with<br>each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.
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21.3	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.
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21.4	If a quorum is not present within half an hour from the time appointed for the<br>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<br>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<br>the time appointed for the meeting to commence, the Members present shall be a quorum.
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21.5	The Directors may, at any time prior to the time appointed for the meeting to commence,<br>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<br>chairperson, if any, of the board of Directors shall preside as chairperson at such general meeting. If there is no such chairperson,<br>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,<br>the Directors present shall elect one of their number to be chairperson of the meeting.
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21.6	If no Director is willing to act as chairperson or if no Director is present within<br>15 minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairperson<br>of the meeting.
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21.7	The chairperson may, with the consent of a meeting at which a quorum is present<br>(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<br>at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
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21.8	When a general meeting is adjourned for 30 days or more, notice of the adjourned<br>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<br>meeting.
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21.9	If, prior to a Business Combination, a notice is issued in respect of a general<br>meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general<br>meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general<br>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<br>promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice<br>of the original meeting.
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21.10	When a general meeting is postponed for 30 days or more, notice of the postponed<br>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<br>meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone<br>a general meeting which has already been postponed.
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21.11	A resolution put to the vote of the meeting shall be decided on a poll.
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21.12	A poll shall be taken as the chairperson directs, and the result of the poll shall<br>be deemed to be the resolution of the general meeting at which the poll was demanded.
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21.13	A poll demanded on the election of a chairperson or on a question of adjournment<br>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<br>general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending<br>the taking of the poll.
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21.14	In the case of an equality of votes the chairperson shall be entitled to a second or casting vote.
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22	Votes of Members
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22.1	Subject to any rights or restrictions attached to any Shares, every Member present<br>in any such manner shall have one vote for every Share of which they are the holder.
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22.2	In the case of joint holders the vote of the senior holder who tenders a vote,<br>whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or<br>proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in<br>which the names of the holders stand in the Register of Members.
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22.3	A Member of unsound mind, or in respect of whom an order has been made by any<br>court, having jurisdiction in lunacy, may vote by their committee, receiver, curator bonis, or other person on such Member's behalf appointed<br>by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
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22.4	No person shall be entitled to vote at any general meeting unless they are registered<br>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<br>paid.
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22.5	No objection shall be raised as to the qualification of any voter except at the<br>general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting<br>shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall<br>be final and conclusive.
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22.6	Votes may be cast either personally or by proxy (or in the case of a corporation<br>or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy<br>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<br>specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.
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22.7	A Member holding more than one Share need not cast the votes in respect of their<br>Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution<br>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<br>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<br>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.
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23	Proxies
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23.1	The instrument appointing a proxy shall be in writing and shall be executed under<br>the hand of the appointor or of their attorney duly authorised in writing, or, if the appointor is a corporation or other non natural<br>person, under the hand of its duly authorised representative. A proxy need not be a Member.
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23.2	The Directors may, in the notice convening any meeting or adjourned meeting, or<br>in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and<br>the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the<br>proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors<br>in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing<br>a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned<br>meeting to commence at which the person named in the instrument proposes to vote.
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23.3	The chairperson may in any event at their discretion declare that an instrument<br>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<br>not been declared to have been duly deposited by the chairperson, shall be invalid.
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23.4	The instrument appointing a proxy may be in any usual or common form (or such other<br>form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked.<br>An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
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23.5	Votes given in accordance with the terms of an instrument of proxy shall be valid<br>notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was<br>executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation<br>or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting<br>at which it is sought to use the proxy.
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24	Corporate Members
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24.1	Any corporation or other non-natural person which is a Member may in accordance<br>with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise<br>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<br>authorised shall be entitled to exercise the same powers on behalf of the corporation which they represent as the corporation could exercise<br>if it were an individual Member.
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24.2	If a Clearing House (or its nominee(s)), being a corporation, is a Member, it<br>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<br>Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so<br>authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further<br>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<br>such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)).
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25	Shares that May Not be Voted
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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.

26	Directors

There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.

27	Powers of Directors
27.1	Subject to the provisions of the Statute, the Memorandum and the Articles and<br>to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the<br>powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors<br>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<br>at which a quorum is present may exercise all powers exercisable by the Directors.
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27.2	All cheques, promissory notes, drafts, bills of exchange and other negotiable or<br>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<br>manner as the Directors shall determine by resolution.
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27.3	The Directors on behalf of the Company may pay a gratuity or pension or allowance<br>on retirement to any Director who has held any other salaried office or place of profit with the Company or to their surviving spouse,<br>civil partner or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity,<br>pension or allowance.
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27.4	The Directors may exercise all the powers of the Company to borrow money and to<br>mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures,<br>debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the<br>Company or of any third party.
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28	Appointment and Removal of Directors
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28.1	The Company may by Ordinary Resolution appoint any person to be a Director or may<br>by Ordinary Resolution remove any Director.
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28.2	The Directors may appoint any person to be a Director, either to fill a vacancy<br>or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in<br>accordance with the Articles as the maximum number of Directors.
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29	Vacation of Office of Director
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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 (for the avoidance of doubt, without being represented<br>by proxy) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors<br>pass a resolution that they have by reason of such absence vacated office; or
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(c)	the Director dies, becomes bankrupt or makes any arrangement or composition with<br>their creditors generally; or
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(d)	the Director is found to be or becomes of unsound mind; or
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(e)	all of the other Directors (being not less than two in number) determine that<br>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<br>in accordance with the Articles or by a resolution in writing signed by all of the other Directors.
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30	Proceedings of Directors
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30.1	The quorum for the transaction of the business of the Directors may be fixed by<br>the Directors, and unless so fixed shall be a majority of the Directors then in office.
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30.2	Subject to the provisions of the Articles, the Directors may regulate their proceedings<br>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<br>chairperson shall have a second or casting vote.
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30.3	A person may participate in a meeting of the Directors or any committee of Directors<br>by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate<br>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.<br>Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairperson is located at<br>the start of the meeting.
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30.4	A resolution in writing (in one or more counterparts) signed by all the Directors<br>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<br>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<br>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<br>and held.
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30.5	A Director may, or other Officer on the direction of a Director shall, call a<br>meeting of the Directors by at least two days' notice in writing to every Director which notice shall set forth the general nature of<br>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<br>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<br>shall apply mutatis mutandis.
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30.6	The continuing Directors (or a sole continuing Director, as the case may be) may<br>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<br>the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number<br>of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
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30.7	The Directors may elect a chairperson of their board and determine the period for which they are to<br> hold office; but if no such chairperson is elected, or if at any meeting the chairperson is not present within five minutes<br>after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairperson of the meeting.
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30.8	All acts done by any meeting of the Directors or of a committee of the Directors<br>shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they<br>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<br>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,<br>as the case may be.
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30.9	A Director may be represented at any meetings of the board of Directors by a proxy<br>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<br>to be that of the appointing Director.
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31	Presumption of Assent
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A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall file their written dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

32	Directors' Interests
32.1	A Director may hold any other office or place of profit under the Company (other<br>than the office of Auditor) in conjunction with their office of Director for such period and on such terms as to remuneration and otherwise<br>as the Directors may determine.
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32.2	A Director may act on their own or by, through or on behalf of their firm in a<br>professional capacity for the Company and they or their firm shall be entitled to remuneration for professional services as if they were<br>not a Director.
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32.3	A Director may be or become a director or other officer of or otherwise interested<br>in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and<br>no such Director shall be accountable to the Company for any remuneration or other benefits received by them as a director or officer<br>of, or from their interest in, such other company.
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32.4	No person shall be disqualified from the office of Director or prevented by such<br>office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction<br>entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall<br>any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection<br>with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established.<br>A Director shall be at liberty to vote in respect of any contract or transaction in which they are interested provided that the nature<br>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<br>vote thereon.
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32.5	A general notice that a Director is a shareholder, director, officer or employee<br>of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient<br>disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which they have an interest, and after<br>such general notice it shall not be necessary to give special notice relating to any particular transaction.
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33	Minutes
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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.

34	Delegation of Directors' Powers
34.1	The Directors may delegate any of their powers, authorities and discretions, including<br>the power to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee and<br>the Compensation Committee). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally<br>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,<br>the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they<br>are capable of applying.
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34.2	The Directors may establish any committees, local boards or agencies or appoint<br>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,<br>local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally<br>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<br>conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of<br>Directors, so far as they are capable of applying.
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34.3	The Directors may adopt formal written charters for committees as may be required<br>from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other<br>competent regulatory authority or otherwise under Applicable Law. Each of these committees shall be empowered to do all things necessary<br>to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to<br>the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or<br>any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee and the Compensation Committee,<br>if established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as<br>may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission<br>and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the<br>Designated Stock Exchange, the Audit Committee and the Compensation Committee shall be made up of such number of Independent Directors<br>as is required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission<br>and/or any other competent regulatory authority or otherwise under Applicable Law.
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34.4	The Directors may by power of attorney or otherwise appoint any person to be the<br>agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their<br>own powers and may be revoked by the Directors at any time.
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34.5	The Directors may by power of attorney or otherwise appoint any company, firm,<br>person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the<br>Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors<br>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<br>appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories<br>as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers,<br>authorities and discretions vested in them.
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34.6	The Directors may appoint such Officers as they consider necessary on such terms,<br>at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may<br>think fit. Unless otherwise specified in the terms of their appointment an Officer may be removed by resolution of the Directors or Members.<br>An Officer may vacate their office at any time if they give notice in writing to the Company that they resign their office.
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35	No Minimum Shareholding
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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.

36	Remuneration of Directors
36.1	The remuneration to be paid to the Directors, if any, shall be such remuneration<br>as the Directors shall determine, provided that no cash remuneration shall be paid to any Director by the Company prior to the consummation<br>of a Business Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled<br>to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors<br>or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures<br>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<br>a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the<br>other.
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36.2	The Directors may by resolution approve additional remuneration to any Director<br>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<br>a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition<br>to their remuneration as a Director.
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37	Seal
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37.1	The Company may, if the Directors so determine, have a Seal. The Seal shall only<br>be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the<br>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<br>by the Directors for the purpose.
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37.2	The Company may have for use in any place or places outside the Cayman Islands<br>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<br>the addition on its face of the name of every place where it is to be used.
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37.3	A Director or Officer, representative or attorney of the Company may without further<br>authority of the Directors affix the Seal over their signature alone to any document of the Company required to be authenticated by them<br>under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
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38	Dividends, Distributions and Reserve
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38.1	Subject to the Statute and this Article and except as otherwise provided by the<br>rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment<br>of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be<br>an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state<br>that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised<br>profits of the Company, out of the share premium account or as otherwise permitted by law.
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38.2	Except as otherwise provided by the rights attached to any Shares, all Dividends<br>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<br>that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
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38.3	The Directors may deduct from any Dividend or other distribution payable to any<br>Member all sums of money (if any) then payable by the Member to the Company on account of calls or otherwise.
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38.4	The Directors may resolve that any Dividend or other distribution be paid wholly<br>or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures,<br>or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution,<br>the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution<br>of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value<br>so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient<br>to the Directors.
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38.5	Except as otherwise provided by the rights attached to any Shares, Dividends and<br>other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that<br>may be required and how any costs involved are to be met.
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38.6	The Directors may, before resolving to pay any Dividend or other distribution,<br>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<br>purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
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38.7	Any Dividend, other distribution, interest or other monies payable in cash in respect<br>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<br>of the holder or, in the case of joint holders, to the registered address of the holder who is first named on<br>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<br>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<br>receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.
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38.8	No Dividend or other distribution shall bear interest against the Company.
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38.9	Any Dividend or other distribution which cannot be paid to a Member and/or which<br>remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of<br>the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee<br>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<br>which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be<br>forfeited and shall revert to the Company.
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39	Capitalisation
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The Directors may at any time capitalise any sum standing to the credit of any of the Company's reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

40	Books of Account
40.1	The Directors shall cause proper books of account (including, where applicable, material underlying<br> documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company<br> and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the<br> assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on<br> 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<br> give a true and fair view of the state of the Company's affairs and to explain its transactions.
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40.2	The Directors shall determine whether and to what extent and at what times and<br>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<br>Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of<br>the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
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40.3	The Directors may cause to be prepared and to be laid before the Company in general<br>meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
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41	Audit
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41.1	The Directors may appoint an Auditor of the Company who shall hold office on such<br>terms as the Directors determine.
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41.2	Without prejudice to the freedom of the Directors to establish any other committee,<br>if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and<br>regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or<br>otherwise under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall<br>adopt a formal written Audit Committee charter. The composition and responsibilities of the Audit Committee shall comply with the rules<br>and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority<br>or otherwise under Applicable Law.
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41.3	If the Shares (or depositary receipts therefor) are listed or quoted on the Designated<br>Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise<br>the Audit Committee for the review and approval of potential conflicts of interest.
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41.4	The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
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41.5	If the office of Auditor becomes vacant by resignation or death of the Auditor,<br>or by their becoming incapable of acting by reason of illness or other disability at a time when their services are required, the Directors<br>shall fill the vacancy and determine the remuneration of such Auditor.
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41.6	Every Auditor of the Company shall have a right of access at all times to the books<br>and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation<br>as may be necessary for the performance of the duties of the Auditor.
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41.7	Auditors shall, if so required by the Directors, make a report on the accounts<br>of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which<br>is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment<br>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<br>term of office, upon request of the Directors or any general meeting of the Members.
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41.8	Any payment made to members of the Audit Committee (if one exists) shall require<br>the review and approval of the Directors, with any Director interested in such payment abstaining from such review and approval.
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41.9	The Audit Committee shall monitor compliance with the terms of the IPO and, if<br>any non-compliance is identified, the Audit Committee shall be charged with the responsibility to take all action necessary to rectify<br>such non-compliance or otherwise cause compliance with the terms of the IPO.
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41.10	At least one member of the Audit Committee shall be an "audit committee financial<br>expert" as determined by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or<br>any other competent regulatory authority or otherwise under Applicable Law. The "audit committee financial expert" shall have<br>such past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable<br>experience or background which results in the individual’s financial sophistication.
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42	Notices
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42.1	Notices shall be in writing and may be given by the Company to any Member either<br>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<br>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<br>by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange<br>Commission and/or any other competent regulatory authority or by placing it on the Company’s Website.
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42.2	Where a notice is sent by:
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(a)	courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier<br>company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the<br>day on which the notice was delivered to the courier;
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(b)	post; service of the notice shall be deemed to be effected by properly addressing,<br>pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays<br>or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted;
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(c)	telex or fax; service of the notice shall be deemed to be effected by properly<br>addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted;
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(d)	email or other Electronic Communication; service of the notice shall be deemed<br>to be effected by transmitting the email to the email address provided by the intended recipient and shall be deemed to have been received<br>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
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(e)	placing it on the Company’s Website; service of the notice shall be deemed<br>to have been effected one hour after the notice or document was placed on the Company’s Website.
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42.3	A notice may be given by the Company to the person or persons which the Company<br>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<br>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,<br>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,<br>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<br>had not occurred.
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42.4	Notice of every general meeting shall be given in any manner authorised by the<br>Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the<br>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<br>upon whom the ownership of a Share devolves because they are a legal personal representative or a trustee in bankruptcy of a Member where<br>the Member but for their death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled<br>to receive notices of general meetings.
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43	Winding Up
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43.1	If the Company shall be wound up, the liquidator shall apply the assets of the<br>Company in satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to<br>any Shares, in a winding up:
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(a)	if the assets available for distribution amongst the Members shall be insufficient<br>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<br>be borne by the Members in proportion to the par value of the Shares held by them; or
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(b)	if the assets available for distribution amongst the Members shall be more than<br>sufficient to repay the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed<br>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<br>from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
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43.2	If the Company shall be wound up the liquidator may, subject to the rights attaching<br>to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst<br>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<br>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<br>classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts<br>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<br>accept any asset upon which there is a liability.
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44	Indemnity and Insurance
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44.1	Every Director and Officer (which for the avoidance of doubt, shall not include<br>auditors of the Company), together with every former Director and former Officer (each an "Indemnified Person") shall<br>be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses,<br>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<br>functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default.<br>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)<br>of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such<br>Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless<br>or until a court of competent jurisdiction shall have made a finding to that effect.
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44.2	The Company shall advance to each Indemnified Person reasonable attorneys' fees<br>and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified<br>Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall<br>execute an undertaking to repay the advanced<br>amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled<br>to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified<br>Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified<br>with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified<br>Person.
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44.3	The Directors, on behalf of the Company, may purchase and maintain insurance for<br>the benefit of any Director or Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person<br>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.
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45	Financial Year
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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.

46	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.

47	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.

48	Business Combination
48.1	Notwithstanding any other provision of the Articles, this Article shall apply<br>during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business<br>Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and<br>any other Articles, the provisions of this Article shall prevail.
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48.2	Prior to the consummation of a Business Combination, the Company shall either:
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(a)	submit such Business Combination to its Members for approval; or
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(b)	provide Members with the opportunity to have their Public Shares repurchased by<br>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,<br>calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account<br>(net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase<br>Public Shares in an amount that would cause the Company's net tangible assets to be less than any net tangible asset or cash requirement<br>that may be contained in the agreement relating to such Business Combination (the "Redemption Limitation"). Such obligation<br>to repurchase Public Shares is subject to the completion of the proposed Business Combination to which it relates.
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48.3	If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation<br>14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and<br>Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information<br>about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively,<br>the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction<br>with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials<br>with the Securities and Exchange Commission.
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48.4	At a general meeting called for the purposes of approving a Business Combination<br>pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised<br>to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has<br>net tangible assets not less than the Redemption Limitation.
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48.5	Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, up to<br> two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in<br> accordance with any applicable requirements provided for in the related proxy materials (the "Business Combination Redemption"), provided that no such Member acting together with any Affiliate of their or any other person with whom they<br> are acting in concert or as a partnership, limited partnership, syndicate, or other group (including, for the avoidance of doubt, a<br> "group" (as defined under Section 13 of the Exchange Act) for the purposes of acquiring, holding, or disposing of Shares<br> may exercise this redemption right with respect to more than 15% of the Public Shares in the aggregate without the prior consent of<br> the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised<br> must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so<br> demanded, the Company shall pay any such redeeming Member, regardless of whether they are<br>voting for or against such proposed Business Combination, a per- Share redemption price payable in cash, equal to the aggregate amount<br>then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including<br>interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its<br>taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the "Redemption Price"),<br>but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation. The Company<br>shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than the Redemption Limitation.
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48.6	A Member may not withdraw a Redemption Notice once submitted to the Company unless<br>the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or<br>in part). The Directors (in their sole discretion) shall determine the timing of such Business Combination Redemption of Public Shares<br>in order to facilitate the consummation and/or closing of a Business Combination.
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48.7	In the event that:
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(a)	the Company does not consummate a Business Combination within 24 months from the<br>consummation of the IPO, or such later time as the Members may approve by Special Resolution in accordance with the Articles (the "DeadlineDate"); or
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(b)	if the Directors determine by resolution, and provide notice in writing to the<br>Members, that the Company is unable to consummate a Business Combination by the Deadline Date:
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the Company shall:

(i)	cease all operations except for the purpose of winding up;
(ii)	as promptly as reasonably possible but not more than ten business days thereafter,<br>redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including<br>interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less taxes payable<br>and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption<br>will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any);<br>and
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(iii)	as promptly as reasonably possible following such redemption, subject to the approval<br>of the Company's remaining Members and the Directors, liquidate and dissolve, subject in each case to its<br>obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
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48.8	In the event that any amendment is made to the Articles:
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(a)	to modify the substance or timing of the Company's obligation to allow redemption<br>in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination<br>by the Deadline Date, or such later time as the Members may approve by Special Resolution in accordance with the Articles; or
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(b)	with respect to any other material provisions relating to Members’ rights<br>or pre-Business Combination activity,
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each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares (the "AmendmentRedemption") upon 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 and not previously released to the Company to pay its taxes (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares. The Directors (in their sole discretion) shall determine the timing of any such Amendment Redemption.

48.9	A holder of Public Shares shall be entitled to receive distributions from the<br>Trust Account only in the event of a Business Combination Redemption, and Amendment Redemption, a repurchase of Shares by means of a tender<br>offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder<br>of Public Shares have any right or interest of any kind in the Trust Account.
48.10	After the issue of Public Shares, and prior to the consummation of a Business Combination,<br>the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
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(a)	receive funds from the Trust Account; or
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(b)	vote as a class with Public Shares on a Business Combination.
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48.11	A Director may vote in respect of a Business Combination in which such Director<br>has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict<br>to the other Directors.
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48.12	As long as the securities of the Company are listed a Designated Stock Exchange,<br>the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the<br>assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust<br>Account) at the time of the Company's signing a definitive agreement in connection with a Business Combination. A Business Combination<br>must not be solely effectuated with another blank cheque company or a similar company with nominal operations.
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48.13	The Company may enter into a Business Combination with a target business that is<br>Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination<br>with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of uninterested Independent<br>Directors, may engage independent advisors to assist with the evaluation and will obtain an opinion from an independent investment banking<br>firm or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
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49	Certain Tax Filings
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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 or execute and provide United States Internal Revenue Service 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 United States state or federal governmental authorities or foreign governmental authorities, or provide to withholding agents 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.

50	Business Opportunities
50.1	To the fullest extent permitted by Applicable Law, no individual serving as a Director<br>or an Officer ("Management") shall have any duty, except and to the extent expressly assumed by contract, to refrain<br>from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent<br>permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to<br>participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the one hand, and the Company,<br>on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, Management shall<br>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<br>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<br>such corporate opportunity for itself, directs such corporate opportunity to another<br>person, or does not communicate information regarding such corporate opportunity to the Company.
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50.2	Except as provided elsewhere in this Article, the Company hereby renounces any<br>interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which<br>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<br>acquires knowledge.
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50.3	To the extent a court might hold that the conduct of any activity related to a<br>corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives,<br>to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities.<br>To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future<br>and that have been conducted in the past.
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51	Exclusive Jurisdiction and Forum
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51.1	Unless the Company consents in writing to the selection of an alternative forum,<br>the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the<br>Memorandum, the Articles or otherwise related in any way to each Member's shareholding in the Company, including but not limited to:
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(a)	any derivative action or proceeding brought on behalf of the Company;
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(b)	any action asserting a claim of breach of any fiduciary or other duty owed by<br>any current or former Director, Officer or other employee of the Company to the Company or the Members;
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(c)	any action asserting a claim arising pursuant to any provision of the Statute,<br>the Memorandum or the Articles; or
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(d)	any action asserting a claim against the Company governed by the "Internal<br>Affairs Doctrine" (as such concept is recognised under the laws of the United States of America).
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51.2	Each Member irrevocably submits to the exclusive jurisdiction of the courts of<br>the Cayman Islands over all such claims or disputes.
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51.3	Without prejudice to any other rights or remedies that the Company may have, each<br>Member acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands<br>as exclusive forum and that accordingly the Company shall be entitled, without proof<br>of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach<br>of the selection of the courts of the Cayman Islands as exclusive forum.
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51.4	This Article 51 shall not apply to any action or suits brought to enforce any<br>liability or duty created by the United States Securities Act of 1933, as amended, the Exchange Act, as amended, or any claim for which<br>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<br>forum for determination of such a claim.
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Exhibit 4.1

RIGHTS AGREEMENT

This Rights Agreement (this “Agreement”) is made as of September 24, 2025, between Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company, with principal offices at 1 East Broward Boulevard, Suite 700, Fort Lauderdale, Florida 33301 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).

WHEREAS, the Company is engaged in an initial public offering (the “Public Offering”) of units of the Company’s equity securities (each, a “Unit” and collectively, the “Units”) through Cantor Fitzgerald & Co. (the “Representative”), as representative of the underwriters in the Public Offering, each such Unit comprised of one ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Public Rights”) upon the happening of an Exchange Event (as defined below in Section 3.2), and in connection therewith, the Company will issue and deliver up to 57,500,000 Public Rights (including up to 7,500,000 Public Rights subject to the over-allotment option) to public investors in the Public Offering;

WHEREAS, on September 24, 2025, the Company entered into those certain Private Units Purchase Agreements with Drugs Made In America Acquisition II LLC (the “Sponsor”) and the Representative, pursuant to which the Sponsor and the Representative agreed to purchase an aggregate of 1,200,000 private units (whether or not the over-allotment option is exercised in full by the underwriters) simultaneously with the closing of the Public Offering at a purchase price of $10.00 per Unit and in connection therewith, will issue and deliver up to an aggregate of 1,200,000 rights (whether or not the over-allotment option is exercised in full by the underwriters) (“Private Placement Rights”);

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined in the Company’s second amended and restated memorandum and articles of association), the Sponsor or an affiliate of the Sponsor or certain of 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 $1,500,000 may be converted into up to an additional 150,000 private units at a price of $10.00 per Unit, and in connection therewith, the Company will issue and deliver up to an aggregate of 150,000 rights as part of such private units (the “Working Capital Rights”);

WHEREAS, the Company may issue additional rights from time to time that are to be governed by this Agreement (“Post-IPO Rights” and together with the Private Placement Rights, the Working Capital Rights and the Public Rights, the “Rights”) in connection with, or following the consummation by the Company of, a Business Combination;

WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1, File No. 333-288791 (the “Registration Statement”), and the prospectus forming a part thereof (collectively, the “Prospectus”), for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the securities comprising the Units, and the Ordinary Shares underlying the Units including the Public Rights and which Registration Statement has been declared effective by the SEC;

WHEREAS, the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Rights;

WHEREAS, the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
Rights.

2.1 Form of Right. Each Right shall initially be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the electronic (including by DocuSign) or facsimile signature of, the Chairman of the Board of Directors or Chief Executive Officer and the Secretary of the Company. In the event the person whose electronic or facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2 Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged for Ordinary Shares.

2.3 Registration.

2.3.1 Right Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.

2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose name such Right is then registered in the Right Register (such person, a “Registered Holder”) as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the rights certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.

2.4 Detachability of Rights. The securities comprising the Units, including the Rights, will begin to trade separately on (i) the first trading day following the 52^nd^ day after the effectiveness of the Registration Statement, or (ii) such earlier date as the Representative shall determine is acceptable. In no event will separate trading of the securities comprising the Units commence until the Company (i) files a Current Report on Form 8-K with the SEC which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Public Offering and (ii) issues a press release announcing when such separate trading will begin.

Terms and Exchange of Rights.

3.1 Rights. Except in cases where the Company is not the surviving entity after the occurrence of an Exchange Event, each holder of a Right shall automatically receive one-tenth (1/10) of one Ordinary Share upon consummation of an Exchange Event. No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange Event, as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares. The provisions of this Section 3.1 may not be modified, amended or deleted without the prior written consent of the Representative.

3.2 Exchange Event. An “Exchange Event” shall be deemed to occur automatically upon the Company’s consummation of an initial Business Combination.

3.3. Exchange of Rights.

3.3.1 Issuance of Certificates. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their rights certificates to the Rights Agent. Upon receipt of a valid rights certificate, the Company shall make (or cause to be made) entries in its Register of Members of the Company and issue to the Registered Holder of such Right(s) a certificate or certificates, or book-entry position, for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. The Company shall not issue fractional shares upon exchange of Rights. At the time of an Exchange Event, the Company will either instruct the Rights Agent to round down to the nearest whole Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands law.

3.3.2 Valid Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the second amended and restated memorandum and articles of association of the Company, and upon registration in the register of members of the Company, shall be validly issued, fully paid and nonassessable.

3.3.3 Date of Issuance. Each person in whose name any book-entry position or certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date that the person’s name is entered in the Register of Members of the Company, which shall be the date of the Exchange Event, irrespective of the date of delivery of such certificate.

3.3.4 Company Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the surviving entity, each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the one-tenth (1/10) of an Ordinary Share underlying each Right (without paying any additional consideration) upon consummation of the Exchange Event. Each holder of a Right will be required to indicate his, her or its election to convert the Rights into the underlying Ordinary Shares as well as to return the original certificates evidencing the Rights to the Company.

3.4 Duration of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s second amended and restated memorandum and articles of association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.

Transfer and Exchange of Rights.

4.1 Registration of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.

4.2 Procedure for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights, or book-entry positions, as requested by the Registered Holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also bear a restrictive legend.

4.3 Fractional Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a rights certificate or book-entry position for a fraction of a Right.

4.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights.

4.5 Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.

Other Provisions Relating to Rights of Holders of Rights.

5.1 No Rights as Shareholder. Until exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the general meetings of the Company or the appointment of directors of the Company or any other matter.

5.2 Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.

5.3 Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.

5.4 Adjustments to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share subdivision, share dividend, reorganization, recapitalization, reclassification, consolidation, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

Concerning the Rights Agent and Other Matters.

6.1 Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in respect of the Rights or such Ordinary Shares.

6.2 Resignation, Consolidation, or Merger of Rights Agent.

6.2.1 Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation, removal or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation, removal or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be an entity organized and existing under the laws of the United State of America, or any state thereunder, in good standing and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.

6.2.2 Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.

6.2.3 Merger or Consolidation of Rights Agent. Any entity into which the Rights Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without any further act.

6.3 Fees and Expenses of Rights Agent.

6.3.1 Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder in accordance with a fee schedule to be mutually agreed upon and will reimburse the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.

6.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the provisions of this Agreement.

6.4 Liability of Rights Agent.

6.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of the Company and delivered to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

6.4.2 Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith, or willful and material breach of this Agreement (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). Subject to Section 6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement, except as a result of the Rights Agent’s gross negligence, willful misconduct or bad faith, or willful and material breach of this Agreement (each as determined by a final, non-appealable judgment of a court of competent jurisdiction).

6.4.3 Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.

6.5 Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.

6.6 Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

Miscellaneous Provisions.

7.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns.

7.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Rights Agent), as follows:

Drugs Made In America Acquisition II Corp.

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

Attention: Chief Executive Officer

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attn: Compliance

7.3 Applicable Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to enforce any liability or duty created by the Securities Act or the Securities Exchange Act of 1934, as amended (“Exchange Act”), any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.

7.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections 3.1, 7.4 and 7.8 hereof) and their successors and assigns and of the Registered Holders of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.

7.5 Examination of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the City of Woodmere and State of New York, for inspection by the Registered Holder of any Right. The Rights Agent may require any such holder to submit his, her or its Right for inspection by it.

7.6 Counterparts. This Agreement may be executed in any number of original, electronic 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.

7.7 Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

7.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments shall require the written consent or vote of the Registered Holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended or deleted without the prior written consent of the Representative.

7.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

Drugs Made In America Acquisition II Corp.
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Chief Executive Officer

[Signature Pages to Rights Agreement]

Continental Stock Transfer & Trust Company
By:	/s/ Ana Gois
Name:	Ana Gois
Title:	Vice President

[Signature Pages to Rights Agreement]

Exhibit A

Form of Rights Certificate

NUMBER	RIGHTS
SEE REVERSE FOR CERTAIN DEFINITIONS	CUSIP G2851K112

DRUGS MADE IN AMERICA ACQUISITION II CORP.A CAYMAN ISLANDS EXEMPTED COMPANY

**This Rights Certificate certifies that,**or registered assigns, is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth (1/10) of one ordinary share, par value $0.0001 per share (“Ordinary Share”), of Drugs Made In America Acquisition II Corp. (the “Company”) for each Right evidenced by this Rights Certificate on the Company’s completion of an initial business combination (as defined in the final prospectus relating to the Company’s initial public offering (the “Prospectus”) upon surrender of this Rights Certificate pursuant to the Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). In no event will the Company be required to net cash settle any Right or issue a fractional Ordinary Share.

Upon liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in the Company’s second amended and restated memorandum and articles of association, the Rights shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s Trust Account (as defined in the Prospectus).

Upon due presentment for registration of transfer of this Rights Certificate at the office or agency of Continental Stock Transfer & Trust Company, the Rights Agent, a new Rights Certificate or Rights Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Rights Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).

The Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Rights Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.

This Right does not entitle the registered holder to any of the rights of a shareholder of the Company. This Right shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

Dated:

CHIEF EXECUTIVE OFFICER	CHIEF FINANCIAL OFFICER

A-1

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common
			(Cust)	(Minor)
TEN ENT	–	as tenants by the entireties
			under U.S. Uniform Gifts to Minor Act
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common

Additional Abbreviations may also be used though not in the above list.

DRUGS MADE IN AMERICA ACQUISITION II CORP.

The Company will furnish without charge to each security holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of equity securities or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Rights Agreement, the Company’s second amended and restated memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issuance of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.

For value received,__________________________ herebysell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S)) Rights represented by the within Certificate, and do hereby irrevocably constituteand appoint _______________________________________________________________ Attorney to transfer the said rights on the books of the withinnamed Company will full power of substitution in the premises.

Dated

Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
Signature(s) Guaranteed:
---

THE SIGNATURE(S) MUST 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 S.E.C. RULE 17Ad-15 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) (OR ANY SUCCESSOR RULE).

The holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s Trust Account (as defined in the Prospectus).

A-2

Exhibit 10.1

LETTER AGREEMENT

Dated September 24, 2025

This letter agreement (this “Letter Agreement”) is entered into by and among Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), Drugs Made In America Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Reference is made to that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover the underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (“OrdinaryShare”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination (each whole right, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 12 hereof.

In order to induce the Company and the Representative to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor and the Insiders each hereby agrees, severally but not jointly, with the Company as follows:

The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares (as defined below) owned by it, him or her in favor of any proposed Business Combination (including any proposals recommended by the Company’s board of directors in connection with such Business Combination) and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Public Offering (subject to extension as provided in the Company’s amended and restated memorandum and articles of association (as may be amended and/or restated from time to time, the “Articles”)) (the time period the Company has to complete a Business Combination, as it may be extended, the “completion window”), or such later period approved by the Company’s shareholders in accordance with the Articles, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination within the completion window) 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 (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares.

The Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. The Sponsor and each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase Ordinary Shares and (y) a shareholder vote to approve an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated its initial Business Combination within the completion window) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity (although the 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 consummate a Business Combination within the completion window).

Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any Units, Ordinary Shares or Rights or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares or Rights or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii); provided, however, that the Company may (1) issue and sell the Private Placement Units, (2) issue and sell the additional Units to cover the underwriters’ over-allotment option, (3) register with the Commission pursuant to a certain registration rights agreement to be entered into by and among the Company and certain holders party thereto and (4) issue securities in connection with the Company’s initial Business Combination; provided, further, that the foregoing does not apply to the surrender or forfeiture by the Sponsor of any Founder Shares pursuant to their terms or any Transfer of Founder Shares to any current or future independent director of the company (as long as such current or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and officers at the time of such Transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such Transfer, any related Section 16 filing includes a practical explanation as to the nature of the Transfer).
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”); provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third-party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.

2
(a) To the extent that the underwriters do not exercise their option to purchase up to an additional 7,500,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall surrender and forfeit, at no cost: a number of Founder Shares in the aggregate equal to 1,875,000 multiplied by a fraction, (i) the numerator of which is 7,500,000 minus the number of Units purchased by the underwriters upon the exercise of their option to purchase additional Units and (ii) the denominator of which is 7,500,000. All references in this Letter Agreement to Founder Shares of the Company being surrendered and forfeited shall take effect as a contribution of such Founder Shares, as applicable, to the Company’s capital as a matter of Cayman Islands law. The surrender and forfeiture will be adjusted to the extent that the option to purchase additional Units is not exercised in full by the underwriters so that the number of Founder Shares will equal an aggregate of 20.0%, respectively, of the Company’s issued and outstanding Shares immediately after the Public Offering (not including the Private Placement Units and assuming the Sponsor does not purchase Units in the Public Offering). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share dividend or share contribution back to capital or other appropriate mechanism, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering (not including the Private Placement Units). In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 7,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15.0% of the Units issued in the Public Offering and (B) the reference to 1,875,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to, respectively, the total number of Founder Shares that the Sponsor would have to return to the Company in order for the number of Founder Shares that the Sponsor owns (together with the Insiders) to equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering (not including the Private Placement Units and assuming the Sponsor (and the Insiders) does not purchase Units in the Public Offering).
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Representative and the Company would be irreparably injured in the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a) and 7(b) 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 seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares until (A) with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (B) with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Business Combination, the date on which the Company completes a liquidation, merger, share exchange, reorganization 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 (the “Founder SharesLock-Up Period”).

(b) The Sponsor agrees that it shall not Transfer any Private Placement Units (or any underlying Ordinary Shares or rights or any Ordinary Shares issued or issuable upon the exercise of such rights (collectively, “underlying securities”)) until (A) with respect to 50% of the Private Placement Units (and underlying securities), the earlier of six months after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (B) with respect to the remaining 50% of the Private Placement Units (and underlying securities), six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Business Combination, the date on which the Company completes a liquidation, merger, share exchange, reorganization 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 (the “Private Placement Units Lock-Up Period,” collectively with the Founder Shares Lock-Up Period, the “Lock-UpPeriods”).

(c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares and Private Placement Units (and underlying securities) that are held by the Sponsor or any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s directors or officers, any affiliates or family members of any of the Company’s directors or officers, any members of the Sponsor, or any affiliates of the Sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or 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 consummation of the Company’s Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended, upon dissolution of the Sponsor; (h) in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; or (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that in the case of clauses (a) through (e) and (i), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions and other applicable restrictions in this Letter Agreement.

The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company, if any (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 such Insider’s background. The Sponsor and each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all material respects. The Sponsor and each Insider represents and warrants that: it is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it is not currently a defendant in any such criminal proceeding.
Except as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement or monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or a director of the Company.
As used herein:

“Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, involving the Company and one or more businesses;

“Founder Shares” shall mean the 14,375,000 Ordinary Shares that are issued and outstanding immediately prior to the consummation of the Public Offering;

“Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares;

“Private Placement Units” shall mean (a) 700,000 units (whether or not the underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), each Private Placement Unit comprised of one Ordinary Share and one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial business combination, that the Sponsor has agreed to purchase for an aggregate purchase price of $7,000,000 in the aggregate (whether or not the underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), or $10.00 per Private Placement Unit, in a private placement that shall occur substantially concurrently with the consummation of the Public Offering, and (b) up to an additional 150,000 Private Placement Units issuable to the Sponsor or an affiliate of the Sponsor at a price of $10.00 per Private Placement Unit upon conversion of up to $1,500,000 of loans made to the Company.

“Public Shareholders” shall mean the holders of securities issued in the Public Offering;

“Shares” shall mean the Ordinary Shares, including the Founder Shares;

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b) herein; and

“Trust Account” shall mean the trust account into which the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited for the benefit of the Public Shareholders.

This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by (1) each Insider that is the subject of any such change, amendment modification or waiver and (2) the Sponsor.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to Transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

5
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 other electronic transmission.
Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-Up Periods and (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed within thirty (30) days from the effective date of the Company’s registration statement filed in connection with the Public Offering; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature page follows]

Sincerely,
DRUGS MADE IN AMERICA ACQUISITION II LLC
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Chief Executive Officer
Acknowledged and Agreed:
---	---
DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Managing Member
Acknowledged and Agreed:
---
/s Lynn Stockwell
Lynn Stockwell
Chief Executive Officer and Executive Chair of the Board
/s/ Glenn Worman
Glenn Worman
Chief Financial Officer
/s/ Catherine Do
Catherine Do
Director
/s / G. Sridhar Prasad
G. Sridhar Prasad
Director
/s/ Myron W. Shulgan
Myron W. Shulgan
Director
/s/ Tyler Higbee
Tyler Higbee
/s/ Michael King
Michael King
/s/ Shrikant Mehta
MAABS LLC
/s/ Bob Pryt
Jessnick Partners
/s/ Jamie Mastronardi
Golden Jem Produce Inc.
/s/ John M. Caprio
John M. Caprio Revocable Trust
/s/ Jonathan Glaser
Pacific Capital Management LLC
/s/ Paul Mastronardi
Paul Mastronardi
/s/ Jacquelynn Michael
Jacquelynn Michael
/s/ Charles Conaway
Charles Conaway
/s/ Edward Robinson
Edward Robinson

Exhibit 10.2

INVESTMENTMANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 24, 2025, by and between Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, as amended, File No. 333-288791 (the “Registration Statement”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (“Ordinary Share”), and one right (“Right”) to receive one-tenth (1/10th) of an Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (the “Representative”), as representative of the underwriters named therein;

WHEREAS, as described in the Registration Statement, $500,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or $575,000,000 if the underwriters’ option to purchase additional units 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 “TrustAccount”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);

WHEREAS, pursuant to and subject to the conditions of the Underwriting Agreement, a portion of the Property equal to $17,500,000, or $21,625,000 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 Representative upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

NOW THEREFORE, IT IS AGREED:

1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at 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 herein;

(c) In a timely manner, upon the written instruction of the Company, (i) invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government treasury obligations, (ii) hold the Property as uninvested cash, or (iii) 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; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration;

(d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;

(e) Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;

(f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

(h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“TerminationLetter”) 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 an Authorized Representative (as such term is defined below) and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, (y) upon the date which is the later of (i) 24 months after the closing of the Offering and (ii) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as may be amended and/or restated from time to time, the “Articles”) or (z) upon the end of a 30-day cure period after the date any additional funds were required to be deposited into the Trust Account (a) for an extension of such last date as provided for in this Agreement, without a shareholder vote, or (b) as a condition of any extension of such last date approved by the Company’s shareholders, but were not deposited; if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date, as reflected in the records of the Company’s transfer agent;;

(j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “TaxPayment 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 obligations owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, as applicable; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligations, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount per share initially deposited in the Trust Account (plus any additional amounts required to be deposited for an extension of last date to complete a business combination provided for within this agreement without a shareholder vote or as a condition of any extension of such date approved by the Company’s shareholders); provided, further, however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;

(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “ShareholderRedemption Withdrawal Instruction”), the Trustee shall distribute the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Articles or (ii) 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) Only release the Property in accordance with a written instruction, signed by an Authorized Representative of the Company substantially in the form attached as Exhibit A, B, C or D, as applicable, attached hereto (and, in the case of Exhibit A, acknowledged and agreed to by the Representative) (each, a “Written Direction”); and

(m) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.

2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

(a) Give all instructions to the Trustee hereunder in writing, signed by an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any such written instructions and, further, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s or its representative’s gross negligence, fraud or willful misconduct or willful and material breach of this Agreement. 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 “IndemnifiedClaim”), provided, that no failure or delay by the Trustee to so notify the Company shall relieve the Company from its obligations under this Agreement, except as and to the extent it is found, in a final, unappealable judgment by a court of competent jurisdiction, that such failure or delay actually and materially prejudiced the Company. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld or delayed; provided, further that 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 any such action with its own counsel and at its sole cost and expense;

(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until the Property is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;

(d) In connection with any vote of the Company’s shareholders regarding any merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination involving the Company and one or more businesses (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 Representative with a copy of any Termination Letter(s), Tax Payment Withdrawal Instruction(s), Shareholder Redemption Withdrawal Instruction(s), and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;

(f) Unless otherwise agreed between the Company and the Representative, expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Representative;

(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;

(h) Designate, on an incumbency certificate delivered to the Trustee on the date hereof (the “Incumbency Certificate”), its authorized representatives for purposes of this Agreement (each such individual, an “Authorized Representative” of the Company), which shall certify that the title, contact information and specimen signature of each such Authorized Representative as set forth therein is true and correct; and

(i) Amend, at any time, the Incumbency Certificate by signing and submitting to the Trustee an amended Incumbency Certificate, which shall be effective upon receipt by the Trustee of such amendment.

3. Limitations of Liability. The Trustee shall have no responsibility or liability to:

(a) Perform any implied duties or obligations, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;

(b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s or its representative’s fraud, gross negligence or willful misconduct or willful and material breach of this Agreement;

(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;

(d) Refund any depreciation in principal of any Property;

(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

(f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s or its representative’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall be deemed to be acting with reasonable care with respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions for wires applicable to the Company. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

(g) Verify the accuracy of the information contained in the Registration Statement or any other filings made by the Company with the SEC;

(h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

(i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

(j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or

(k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

The Company also agrees that the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential, or punitive damages, even if the Trustee is aware of the potential for such damages.

4. Trust Account Waiver. The Trustee shall not have any right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.

5. Termination. This Agreement shall terminate as follows:

(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace the Trustee under 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 requests that the Company may make, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b); or

(c) If the Offering is not consummated within ten (10) business days of the date of this Agreement or such later time agreed by the Company and the Trustee, then any funds received by the Trustee from the Company or the Sponsor for purposes of funding the Trust Account shall be promptly returned to the Company or the Sponsor, as applicable.

6. Miscellaneous.

(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s or its representative’s gross negligence, fraud or willful misconduct or willful and material breach of this Agreement, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from any error in the information or transmission of the funds.

(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile or electronic counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i) through (m) (which sections may not be modified, amended or deleted without the affirmative vote of fifty percent (50%) of the then outstanding Ordinary Shares; provided that no such amendment will affect any shareholder of the Company who has validly elected to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought to amend this Agreement (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of its public Ordinary Shares if the Company has not consummated its initial Business Combination within such time specified in the Articles or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.

(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, County 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, EACHPARTY 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

One State Street, 30th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

cgonzalez@continentalstock.com

if to the Company, to:

Drugs Made In America Acquisition II Corp.

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

Attention: Chief Executive Officer

Email: executive@dmaacorp.com

in each case, with copies to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Mitchell S. Nussbaum

Email: mnussbaum@loeb.com

If to the Representative:

Cantor Fitzgerald & Co.

110 E 59^th^ Street

New York, NY 10022

Attn: Global Head of Investment Banking

Email: notices-IBD@cantor.com

in each case, with copies to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Fl.

New York, New York 10105

Attn: Stuart Neuhauser

Email: sneuhauser@egsllp.com

(f) This Agreement may not be assigned by the Trustee without the prior consent of the Company.

(g) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

(h) Each of the Company and the Trustee hereby acknowledges and agrees that the Representative is a third-party beneficiary of this Agreement.

(i) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

(j) The Trustee shall perform its duties under this Agreement in compliance with all applicable laws and 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 herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

(l) In the event that any Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Property, the Trustee is hereby expressly authorized, in its reasonable discretion, to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it. In the event that the Trustee obeys or complies with any such writ, order or decree it shall not be liable to any of the parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

(m) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action (any such event, a “Force Majeure Event”). Notwithstanding anything to the contrary in this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”), Trustee shall continuously maintain business continuity and disaster recovery plans (including regular updates) that are consistent with then-current industry standards applicable to similarly situated providers of services comparable to the Services. Without limiting the generality of the foregoing, the business continuity and/or disaster recovery plans will cover the computer software, computer hardware, telecommunications capabilities and other similar or related items of automated, computerized, software system(s) and network(s) or system(s) and will be designed, among other things, to permit the ongoing operation and functionality of the Services on a continuous basis and/or to facilitate the continuation and/or resumption of, the Services. In the event of disruption in the Services for any reason including the occurrence of a Force Majeure Event that causes Trustee to be required to allocate limited resources between or among Trustee’s affected customers, Trustee shall not do so in a manner that is intended to treat the Company less favorably than other similarly situated affected customers generally. In addition, in the event Trustee has knowledge that there is, or has been, an incident affecting the integrity or availability of Trustee’s business continuity and disaster recovery system (the “System”), Trustee shall endeavor to notify the Company in writing, as promptly as practicable, of the incident.

(n) The Trustee shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or opinion of such counsel.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

COMPANY:
DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:	/s/ Lynn Stockwell
	Name:	Lynn Stockwell
	Title:	Chief Executive Officer

[Signature Page to Investment Management TrustAgreement]

TRUSTEE:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
	Name:	Francis Wolf
	Title:	Vice President

[Signature Page to Investment Management TrustAgreement]

SCHEDULE A

Fee Item	Time and method of payment	Amount
Initial acceptance fee	Initial closing of IPO by wire transfer	$	2,000.00
Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	$	10,000.00
Transaction processing fee for disbursements to Company under Section 2	Billed to Company following disbursement made to Company under Section 2		250.00
Paying Agent services as required pursuant to Section 1	Billed to Company upon delivery of service pursuant to Section 1		Prevailing rates

EXHIBITA

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company,

One State Street, 30th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

Re:	Trust Account - Termination Letter

Dear Mr. Wolf & Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Drugs Made In America Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), dated as of [●], 2025 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [●] (the “Target Business”) to consummate a Business Combination with Target Business on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating account at JPMorgan Chase Bank N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank N.A. awaiting distribution, the Company will not earn any interest or dividends.

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.

Very truly yours,
Drugs Made In America Acquisition II Corp.
By:
	Name:
	Title:
Acknowledged:
---	---
Cantor Fitzgerald & Co.
By:
	Name:
	Title:

EXHIBITB

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company,

One State Street, 30th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

Re:	Trust Account - Termination Letter

Dear Mr. Wolf & Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Drugs Made In America Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), dated as of [●], 2025 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association (as may be amended and/or restated from time to time), as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [●] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. The Company further instructs you that you are authorized to coordinate any and all redemption payments payable to the Company’s shareholders requesting redemption with the Company’s transfer agent, Continental Stock Transfer & Trust Company.

Very truly yours,
Drugs Made In America Acquisition II Corp.
By:
	Name:
	Title:

cc: Cantor Fitzgerald & Co.

EXHIBITC

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company,

One State Street, 30th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

Re:	Trust Account - Tax Payment Withdrawal Instruction

Dear Mr. Wolf & Ms. Gonzalez:

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Drugs Made In America Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), dated as of [●], 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

[WIREINSTRUCTION INFORMATION]

Very truly yours,
Drugs Made In America Acquisition II Corp.
By:
	Name:
	Title:

cc: Cantor Fitzgerald & Co.

EXHIBITD

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company,

One State Street, 30th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

Re:	Trust Account - Shareholder Redemption Withdrawal Instruction

Dear Mr. Wolf & Ms. Gonzalez:

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Drugs Made In America Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), dated as of [●], 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (as may be amended and/or restated from time to time, the “Articles”) (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Articles or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.

Very truly yours,
Drugs Made In America Acquisition II Corp.
By:
	Name:
	Title:

cc: Cantor Fitzgerald & Co.

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2025, is made and entered into by and among Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the “Company”), Drugs Made In America Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).

RECITALS

WHEREAS, the Sponsor and certain other Holders collectively own an aggregate of 14,375,000 (the “Founder Shares”) of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”);

WHEREAS, on September 24, 2025, the Company and the Sponsor and Cantor Fitzgerald & Co., as representative of the underwriters in the Company’s initial public offering (the “Representative”), entered into those certain Private Units Purchase Agreements, pursuant to which the Sponsor and the Representative agreed to purchase an aggregate of 1,200,000 units (whether or not the underwriters’ over-allotment option is exercised) (the “Private Placement Units”) in a private placement transaction to close substantially concurrently with the closing of the Company’s initial public offering; each Private Placement Unit comprises of one Ordinary Share and one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial business combination;

WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ArticleIDEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Business Combination” shall mean any merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses, involving the Company.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble.

“Demand Registration” shall have the meaning given in subsection 2.1.1.

“Demanding Holder” shall have the meaning given in subsection 2.1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Form S-1” shall have the meaning given in subsection 2.1.1.

“Form S-3” shall have the meaning given in subsection 2.3.1.

“Founder Shares” shall have the meaning given in the Recitals hereto

“Founder Shares Lock-Up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of: (i) with respect to 50% of the Founder Shares, the earlier of six (6) months after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination, and (ii) with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, share exchange, reorganization 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.

“Holders” shall have the meaning given in the Preamble.

“Insider Letter” shall mean that certain letter agreement, dated September 24, 2025, by and among the Company, the Sponsor and each of the other parties thereto.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company and to any transferee thereafter.

“Piggy-back Registration” shall have the meaning given in subsection 2.2.1.

“Private Placement Lock-Up Period” shall mean, with respect to Private Placement Units (and underlying securities) that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the period ending on the earlier of: (i) with respect to 50% of the Private Placement Units (and underlying securities), the earlier of six (6) months after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination, and (ii) with respect to the remaining 50% of the Private Placement Units (and underlying securities), six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, share exchange, reorganization 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.

“Private Placement Units” shall have the meaning given in the Recitals.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) the Founder Shares, (b) the Private Placement Units (and underlying securities)), (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, (e) 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 $1,500,000 made to the Company by a Holder, and (f) any other equity security of the Company or any of its subsidiaries, or any successor, issued or issuable with respect to any such Ordinary Shares by way of a share capitalization or share sub-division or in connection with a consolidation of shares, recapitalization, merger, consolidation, spin-off or reorganization; provided, however, that, as to any particular Registrable Securities, 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 have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144 or Rule 145 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A)	all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory<br>Authority, Inc.) and any securities exchange on which the Ordinary Shares is then listed;
(B)	fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for<br>the Underwriters in connection with blue sky qualifications of Registrable Securities);
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(C)	printing, messenger, telephone and delivery expenses;
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(D)	reasonable fees and disbursements of counsel for the Company;
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(E)	reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection<br>with such Registration; and
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(F)	reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand<br>Registration to be registered for offer and sale in the applicable Registration.
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“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in subsection 2.1.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall have the meaning given in subsection 2.3.1.

“Sponsor” shall have the meaning given in the Preamble.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

ArticleIIREGISTRATIONS

2.1 Demand Registration.

2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, 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 thereto as soon as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

2.1.2 Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3 Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of 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 (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior to the time of pricing of the applicable offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

2.2 Piggy-back Registration.

2.2.1 Piggy-back Rights. If, at any time on or after the date the Company consummates an initial Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2 Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration in writing that the dollar amount or number of Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register its Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggy-back Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggy-back 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 Piggy-back Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggy-back Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior to the time of pricing of the applicable offering). 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 Piggy-back 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 Piggy-back Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4 Unlimited Piggy-back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Shelf 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 thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within three (3) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three (3) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (10) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall file a Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000. The Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.

2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. 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.

ArticleIIICOMPANY PROCEDURES

3.1 General Procedures. If at any time on or after the date the Company consummates an initial Business Combination, the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or rights agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

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 Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “RegistrationExpenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than ninety (90) days in any 12-month period, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Limitations on Registration Rights. Notwithstanding anything herein to the contrary, the Representative or its designees or Permitted Transferees (i) may not exercise their rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, from the commencement of sales in the Company’s initial public offering and (ii) may not exercise their rights under Section 2.1 more than one time.

ArticleIVINDEMNIFICATION 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, employees, affiliates, directors, partners, members, attorneys and agents and each person who controls such Holder (within the meaning of the Securities Act) or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), from and against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such loss, claim, damage, liability or expense whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) from and against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which he, she or it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ArticleVMISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail 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: Drugs Made In America Acquisition II Corp., 1 East Broward Boulevard, Suite 700, Fort Lauderdale, FL 33301, Attention: Chief Executive Officer, and, if to any Holder, at such Holder’s address as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part, except in connection with a Business Combination and with the consent of each Holder party hereto. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder.

5.2.2 Prior to the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B), AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (2) SUBJECT TO APPLICABLE LAW, THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

5.5 TRIAL BY JURY.EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATEDAND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDEROR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.6 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question (which majority must include the Representative if such amendment or modification is material and adverse to the Representative), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.7 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.8 Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:
DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:	/s/ Lynn Stockwell
	Name:	Lynn Stockwell
	Title:	Chief Executive Officer
HOLDERS:
DRUGS MADE IN AMERICA ACQUISITION II LLC
By:	/s/ Lynn Stockwell
	Name:	Lynn Stockwell
	Title:	Managing Member
/s/ Lynn Stockwell
Lynn Stockwell
/s/ Glenn Worman
Glenn Worman
/s/ Catherine Do
Catherine Do
/s/ G. Sridhar Prasad
G. Sridhar Prasad
/s/ Myron W. Shulgan
Myron W. Shulgan KC
CANTOR FITZGERALD & CO.
By:	/s/ Sage Kelly
	Name:	Sage Kelly
	Title:	Co-Chief Executive Officer & Global Head of Investment Banking

[Signature Page to Registration Rights Agreement]

Exhibit10.4

PRIVATE UNITS PURCHASE AGREEMENT

September 24, 2025

Drugs Made In America Acquisition II Corp.

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

Ladies and Gentlemen:

Drugs Made In America Acquisition II Corp. (the “Company”), a blank check company newly incorporated in the Cayman Islands as an exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprising of one ordinary share and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination.

The undersigned hereby commits to purchase an aggregate of 700,000 units of the Company (the “Private Units”), each unit consisting of one ordinary share (the “Private Shares”) and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination (the “Private Rights”), for a purchase price of $10.00 per unit and an aggregate purchase price of $7,000,000 (the “Purchase Price”). The undersigned shall pay, at least one (1) business day prior to the closing date of the IPO (the “IPO Closing Date”), the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including to the trust account established by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect delivery of the Private Units to the undersigned in book-entry form.

The undersigned agrees that if the size of the IPO is decreased for any reason, the amount of the undersigned’s investment will be decreased so that the undersigned’s percentage of the aggregate investment in Private Units made by the undersigned and other investors of the Company remains the same. If the size of the offering is decreased, the unused portion of the Purchase Price shall be returned to the undersigned.

The consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO. If the Company does not complete the IPO within thirty (30) days from the effective date of the Company’s registration statement filed in connection with the IPO (the “Registration Statement”), the Purchase Price (without interest or deduction) will be returned to the undersigned.

The Private Units will be identical to the Units sold by the Company in the IPO, except that:

●	the undersigned agrees to vote the Private Shares in favor of any proposed Business Combination;
●	the undersigned agrees not to seek conversion, or seek to sell such shares in any tender offer, in connection with any amendment to<br>the Company’s memorandum and articles of association or any proposed Business Combination with respect to the Private Shares;
---	---
●	the Private Units and underlying securities will not be transferable until (i) with respect to 50% of the Private Units, the earlier<br>of six months after the date of the consummation of the Company’s initial business combination and the date on which the closing<br>price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations,<br>reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s<br>initial business combination and (ii) with respect to the remaining 50% of the Private Units, six months after the date of the consummation<br>of the Company’s initial business combination, or earlier, in either case, if, subsequent to the Company’s initial business<br>combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s<br>shareholders having the right to exchange their ordinary shares for cash, securities or other property (subject to certain exceptions<br>described in the Registration Statement);
---	---
●	the Private Units and underlying securities will have customary registration rights, pursuant to a registration rights agreement on<br>terms agreed upon by the Company and the undersigned to be filed as an exhibit to the Registration Statement;
---	---
●	the undersigned will not participate in any liquidation distribution with respect to the Private Units or the underlying securities<br>(but will participate in liquidation distributions with respect to any Units or ordinary shares purchased by the undersigned in the IPO<br>or in the open market after the IPO) if the Company fails to consummate a Business Combination; and
---	---
●	the Private Units and underlying securities will include any additional terms or restrictions as is customary in other similarly structured<br>blank check company offerings or as may be reasonably required by the underwriters in order to consummate the IPO, which terms or restrictions<br>will be described in the Registration Statement.
---	---

The undersigned acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to (i) an insider letter agreement and (ii) a registration rights agreement, as applicable.

The undersigned hereby represents and warrants that, as applicable:

(a)	it has been advised that the Private Units and underlying securities have not been registered under the Securities Act;
(b)	it is acquiring the Private Units and underlying securities for its account for investment purposes only;
---	---
(c)	it has no present intention of selling or otherwise disposing of the Private Units or underlying securities in violation of the securities<br>laws of the United States;
---	---
(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as<br>amended;
---	---
(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons<br>acting on its behalf concerning the terms and conditions of the offer made hereunder;
---	---
(f)	it is familiar with the proposed business, management, financial condition and affairs of the Company;
---	---
(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed<br>to consummate the transactions contemplated in this letter; and
---	---
(h)	this letter constitutes the legal, valid and binding obligation of the undersigned and is enforceable against it.
---	---

As a material inducement to the undersigned to enter into this Agreement and purchase the Private Units, the Company hereby represents and warrants to the undersigned that:

(a)

the Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and<br>is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse<br>effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and<br>authority necessary to carry out the transactions contemplated by this Agreement and the rights agreement to be entered into by the Company<br>and a rights agent in connection with the IPO (the “Rights Agreement”).

(b)	the execution, delivery and performance of this Agreement and the Private Units have been duly authorized by the Company as of the<br>IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.<br>Upon issuance in accordance with, and payment pursuant to, the terms of the Rights Agreement and this Agreement, the Private Rights will<br>constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the IPO Closing Date.
(c)	the execution and delivery by the Company of this Agreement and the Private Units, the issuance and sale of the Private Units, the<br>issuance of the Private Shares, the issuance of the shares upon conversion of the Private Rights and the fulfillment of, and compliance<br>with, the respective terms hereof and thereof by the Company, do not and will not as of the IPO Closing Date (i) conflict with or result<br>in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security<br>interest, charge or encumbrance upon the Company’s equity or assets under, (iv) result in a violation of, or (v) require any authorization,<br>consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental<br>body or agency pursuant to the memorandum and articles of association of the Company in effect on the date hereof or as may be amended<br>prior to completion of the contemplated IPO, or any material law, statute, rule or regulation to which the Company is subject, or any<br>agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal<br>or state securities laws.
---	---
(d)	upon issuance in accordance with, and payment pursuant to, the terms hereof and upon registration in the Company’s register<br>of members, the Private Shares and the shares issuable upon conversion of the Private Rights will be duly and validly issued, fully paid<br>and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Rights Agreement, and upon registration<br>in the Company’s register of members, the undersigned will have good title to the Private Shares and the Private Rights and the<br>shares issuable upon conversion of such Private Right, free and clear of all liens, claims and encumbrances of any kind, other than (i)<br>transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state<br>securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the undersigned.
---	---
(e)	no permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection<br>with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions<br>contemplated hereby.
---	---
(f)	neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or<br>more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under<br>the Securities Act.
---	---

[Signature page follows]

Very truly yours,
DRUGS MADE IN AMERICA ACQUISITION II LLC
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Managing Member
Accepted and Agreed:
---	---
DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Chief Executive Officer

[Signature Page to Private Units Purchase Agreement]

Exhibit 10.5

PRIVATE UNITS PURCHASE AGREEMENT

September 24, 2025

Drugs Made In America Acquisition II Corp.

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

Ladies and Gentlemen:

The undersigned hereby commits to purchase an aggregate of 500,000 units of the Company (the “Private Units”), each unit consisting of one ordinary share (the “Private Shares”) and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination (the “Private Rights”), for a purchase price of $10.00 per unit and an aggregate purchase price of $5,000,000 (the “Purchase Price”). The undersigned shall pay, at least one (1) business day prior to the closing date of the IPO (the “IPO Closing Date”), the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including to the trust account established by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect delivery of the Private Units to the undersigned in book-entry form.

The Private Units will be identical to the Units sold by the Company in the IPO, except that:

●	the undersigned agrees to vote the Private Shares in favor of any proposed Business Combination;
●	the undersigned agrees not to seek conversion, or seek to sell such shares in any tender offer, in connection with any amendment to<br>the Company’s memorandum and articles of association or any proposed Business Combination with respect to the Private Shares;
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●	the Private Units and underlying securities will not be transferable until (i) with respect to 50% of the Private Units, the earlier<br>of six months after the date of the consummation of the Company’s initial business combination and the date on which the closing<br>price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations,<br>reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s<br>initial business combination and (ii) with respect to the remaining 50% of the Private Units, six months after the date of the consummation<br>of the Company’s initial business combination, or earlier, in either case, if, subsequent to the Company’s initial business<br>combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s<br>shareholders having the right to exchange their ordinary shares for cash, securities or other property (subject to certain exceptions<br>described in the Registration Statement);
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●	the Private Units and underlying securities will have customary registration rights, pursuant to a registration rights agreement on<br>terms agreed upon by the Company and the undersigned to be filed as an exhibit to the Registration Statement;
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●	the undersigned will not participate in any liquidation distribution with respect to the Private Units or the underlying securities<br>(but will participate in liquidation distributions with respect to any Units or ordinary shares purchased by the undersigned in the IPO<br>or in the open market after the IPO) if the Company fails to consummate a Business Combination; and
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●	the Private Units and underlying securities will include any additional terms or restrictions as is customary in other similarly structured<br>blank check company offerings or as may be reasonably required by the underwriters in order to consummate the IPO, which terms or restrictions<br>will be described in the Registration Statement.
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The undersigned hereby represents and warrants that, as applicable:

(a)	it has been advised that the Private Units and underlying securities have not been registered under the Securities Act;
(b)	it is acquiring the Private Units and underlying securities for its account for investment purposes only;
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(c)	it has no present intention of selling or otherwise disposing of the Private Units or underlying securities in violation of the securities<br>laws of the United States;
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(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as<br>amended;
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(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons<br>acting on its behalf concerning the terms and conditions of the offer made hereunder;
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(f)	it is familiar with the proposed business, management, financial condition and affairs of the Company;
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(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed<br>to consummate the transactions contemplated in this letter; and
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(h)	this letter constitutes the legal, valid and binding obligation of the undersigned and is enforceable against it.
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As a material inducement to the undersigned to enter into this Agreement and purchase the Private Units, the Company hereby represents and warrants to the undersigned that:

(a)

(b)	the execution, delivery and performance of this Agreement and the Private Units have been duly authorized by the Company as of the<br>IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.<br>Upon issuance in accordance with, and payment pursuant to, the terms of the Rights Agreement and this Agreement, the Private Rights will<br>constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the IPO Closing Date.
(c)	the execution and delivery by the Company of this Agreement and the Private Units, the issuance and sale of the Private Units, the<br>issuance of the Private Shares, the issuance of the shares upon conversion of the Private Rights and the fulfillment of, and compliance<br>with, the respective terms hereof and thereof by the Company, do not and will not as of the IPO Closing Date (i) conflict with or result<br>in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security<br>interest, charge or encumbrance upon the Company’s equity or assets under, (iv) result in a violation of, or (v) require any authorization,<br>consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental<br>body or agency pursuant to the memorandum and articles of association of the Company in effect on the date hereof or as may be amended<br>prior to completion of the contemplated IPO, or any material law, statute, rule or regulation to which the Company is subject, or any<br>agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal<br>or state securities laws.
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(d)	upon issuance in accordance with, and payment pursuant to, the terms hereof and upon registration in the Company’s register<br>of members, the Private Shares and the shares issuable upon conversion of the Private Rights will be duly and validly issued, fully paid<br>and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Rights Agreement, and upon registration<br>in the Company’s register of members, the undersigned will have good title to the Private Shares and the Private Rights and the<br>shares issuable upon conversion of such Private Right, free and clear of all liens, claims and encumbrances of any kind, other than (i)<br>transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state<br>securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the undersigned.
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(e)	no permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection<br>with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions<br>contemplated hereby.
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(f)	neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or<br>more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under<br>the Securities Act.
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The undersigned further acknowledges and agrees that the Private Units and underlying securities and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”). Pursuant to Rule 5110(e)(1) of the FINRA Manual, the Private Units and underlying securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days from the commencement of sales in the IPO except as provided in FINRA Rule 5110(e)(2). Additionally, the undersigned may not exercise demand or piggyback rights with respect to the Private Units and underlying securities after five (5) and seven (7) years, respectively, from the commencement of sales in the IPO and may not exercise demand rights on more than one occasion.

[Signature page follows]

Very truly yours,
CANTOR FITZGERALD & CO.
By:	/s/ Sage Kelly
Name:	Sage Kelly
Title:	Co-Chief Executive Officer & Global Head of Investment Banking
Accepted and Agreed:
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DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Chief Executive Officer

[Signature page to Cantor ProvateUnits Purchase Agreement]

Exhibit 10.6

INDEMNITY AGREEMENT

This Agreement, made and entered into effective as of [●], 2025 (“Agreement”), by and between Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors;

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders;

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Company’s Amended and Restated Memorandum and Articles of Association and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee is willing to serve on behalf of the Company on the condition that he or she be indemnified according to the terms of this Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and subject to the provisions of the letter agreement dated as of the date hereof, the Company and Indemnitee do hereby covenant and agree as follows:

Definitions. For purposes of this Agreement:

1.1 “Change in Control” means a change in control of the Company occurring after the date hereof of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the date hereof (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a person who is an officer or director of the Company on the date hereof (and any of such person’s affiliates), is or becomes “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which (A) members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter or (B) the voting securities of the Company outstanding immediately prior to such transaction do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such transaction with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board.

1.2 “Corporate Status” means the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company. In addition, service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, agent or fiduciary of any other enterprise if Indemnitee is or was serving as a director, officer, employee, agent or fiduciary of such enterprise and (A) such enterprise is or at the time of such service was an affiliate of the Company, (B) such enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or an affiliate of the Company or (C) the Company or an affiliate of the Company directly or indirectly caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

1.3 “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

1.4 “Expenses” means all reasonable attorneys’ fees, retainers, court costs (including trial and appeals), transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

1.5 “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any other matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Except as provided in the first sentence of Section 9.3 hereof, Independent Counsel shall be selected by (a) the Disinterested Directors or (b) a committee of the Board consisting of two or more Disinterested Directors or if (a) and (b) above are not possible, then by a majority of the full Board.

1.6 “Proceeding” means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, , whether conducted by or on behalf of the Company or any other party, whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his or her rights under this Agreement.

Services by Indemnitee.

Indemnitee agrees to serve as a director, officer or employee of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law).

Indemnification – General.

Except with respect to actions finally adjudicated to be a result of actual fraud, willful default or willful neglect of the Indemnitee, the Company shall indemnify, and, subject to Section 26 hereof, advance Expenses to, Indemnitee as provided in this Agreement to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as any amendment to or interpretation of applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

Proceedings Other Than Proceedings by or in the Right of the Company.

Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his or her Corporate Status, he or she is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with any such Proceeding or any claim, issue or matter therein, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of his or her own actual fraud, willful default or willful neglect. Indemnitee shall not be found to have committed actual fraud, willful default or willful neglect for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.

Proceedings by or in the Right of the Company.

Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his or her Corporate Status, he or she was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with the defense or settlement of any such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Indemnification for Expenses of Party Who is Wholly or Partly Successful.

Notwithstanding any other provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified against all Expenses (and, when eligible hereunder, amounts paid in settlement) actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses (and, when eligible hereunder, amount paid in settlement) actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the term “successful, on the merits or otherwise,” includes, but is not limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any Proceeding against the Indemnitee without any express finding of liability or guilt against him or her, and (ii) the expiration of 90 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise or payment made to induce a settlement.

Indemnification for Expenses as a Witness.

Notwithstanding any other provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Advancement of Expenses and Other Amounts.

Subject to Section 26 hereof, the Company shall advance all Expenses, judgments, penalties, fines and, when eligible hereunder, amounts paid in settlement, incurred by or on behalf of Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses, judgments, penalties, fines and amounts paid in settlement, incurred by Indemnitee and shall include or be preceded or accompanied by an agreement by or on behalf of Indemnitee to repay any Expenses, judgments, penalties, fines and amounts paid in settlement advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses, judgments, penalties, fines and, when eligible hereunder, amounts paid in settlement. In connection with any request for advancement of Expenses, judgments, penalties, fines and amounts paid in settlement, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. The Company’s obligation in respect of the advancement of Expenses, judgments, penalties, fines and amounts paid in settlement in connection with a criminal Proceeding in which Indemnitee is a defendant shall terminate at such time as Indemnitee pleads guilty or is convicted after trial and such conviction becomes final and no longer subject to appeal. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.

Procedure for Determination of Entitlement to Indemnification.

9.1 To obtain indemnification under this Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of any such request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

9.2 Upon written request by Indemnitee for indemnification pursuant to Section 9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, at the election of the Company, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, by a majority of a committee of the Board consisting of two or more Disinterested Directors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such proceeding; or (iii) as provided in Section 10.2 of this Agreement. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

9.3 If a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its actions pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Presumptions and Effects of Certain Proceedings.

10.1 In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9.1 of this Agreement, and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

10.2 If the person, persons or entity empowered or selected under Section 9 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith require(s) such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, however, that the foregoing provisions of this Section 10.2 shall not apply (i) if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 9.2 of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the shareholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement. In connection with each meeting at which a shareholder determination will be made, the Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Company shall afford the Indemnitee ample opportunity to present evidence of the facts upon which the Indemnitee relies for indemnification in any Company proxy statement relating to such shareholder determination. Subject to the fiduciary duties of its members under applicable law, the Board will not recommend against indemnification or reimbursement in any proxy statement relating to the proposal to indemnify or reimburse the Indemnitee.

10.3 The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

10.4 For purposes of this Agreement, the Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on (i) the records or books of account of the Company, or another enterprise, including financial statements, (ii) information supplied to him or her by the officers of the Company or another enterprise in the course of their duties, (iii) the advice of legal counsel for the Company or another enterprise, or of an independent certified public accountant or an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term “another enterprise” as used in this Section shall mean any other company, corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent. The provisions of this Section shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth herein. Whether or not the foregoing provisions of this Section 10.4 are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe Indemnitee’s conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

10.5 The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Remedies of Indemnitee.

11.1 In the event that (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication.

11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law.

11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Procedure Regarding Indemnification.

With respect to any Proceedings, the Indemnitee, prior to taking any action with respect to such Proceeding, shall consult with the Company as to the procedure to be followed in defending, settling, or compromising the Proceeding and may not consent to any settlement or compromise of the Proceeding without the written consent of the Company (which consent may not be unreasonably withheld or delayed). The Company shall be entitled to participate in defending, settling or compromising any Proceeding and to assume the defense of such Proceeding with counsel of its choice and shall assume such defense if requested by the Indemnitee. Notwithstanding the election by, or obligation of, the Company to assume the defense of a Proceeding, the Indemnitee shall have the right to participate in the defense of such Proceeding and to employ counsel of Indemnitee’s choice, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (i) the employment of such counsel has been authorized in writing by the Company, or (ii) the Indemnitee has reasonably concluded that there may be defenses available to him or her which are different from or additional to those available to the Company (in which latter case the Company shall not have the right to direct the defense of such Proceeding on behalf of the Indemnitee), in either of which events the fees and expenses of not more than one additional firm of attorneys selected by the Indemnitee shall be borne by the Company. If the Company assumes the defense of a Proceeding, then counsel for the Company and Indemnitee shall keep Indemnitee reasonably informed of the status of the Proceeding and promptly send to Indemnitee copies of all documents filed or produced in the Proceeding, and the Company shall not compromise or settle any such Proceeding without the written consent of the Indemnitee (which consent may not be unreasonably withheld or delayed) if the relief provided shall be other than monetary damages and shall promptly notify the Indemnitee of any settlement and the amount thereof.

Non-Exclusivity; Survival of Rights; Insurance; Subrogation; Contribution.

13.1 The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Amended and Restated Memorandum and Articles of Association, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law and the Company’s Amended and Restated Memorandum and Articles of Association, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s Amended and Restated Memorandum and Articles of Association or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee to the fullest extent permitted by applicable law and the Company’s Amended and Restated Memorandum and Articles of Association. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

13.2 To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company or of any other company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent or fiduciary under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

13.3 In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are reasonably necessary to enable the Company to bring suit to enforce such rights.

13.4 The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

13.5 If a determination is made that Indemnitee is not entitled to indemnification, after Indemnitee submits a written request therefor, under this Agreement, then in respect of any threatened, pending or completed Proceeding in which the Company is jointly liability with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which Proceeding arose, and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such Expenses, judgments, fines or amounts paid in settlement, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or amounts paid in settlement. The Company agrees that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation or any other method of allocation that does not take into account the foregoing equitable considerations. The determination as to the amount of the contribution, if any, shall be made by: (i) a court of competent jurisdiction upon the application of both the Indemnitee and the Company (if the Proceeding had been brought in, and final determination had been rendered by such court); (ii) the Board by a majority vote of a quorum consisting of Disinterested Directors; or (iii) Independent Counsel, if a quorum is not obtainable for purpose of (ii) above, or, even if obtainable, a quorum of Disinterested Directors so directs.

Duration of Agreement.

This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her spouse, heirs, executors, personal representatives and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law and the Company’s Amended and Restated Memorandum and Articles of Association; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and the Company’s Amended and Restated Memorandum and Articles of Association and to give the maximum effect to the intent of the parties hereto; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Entire Agreement.

This Agreement constitutes the entire agreement between the Company and the Indemnitee with respect to the subject matter hereof and supersedes all prior agreements, understanding, negotiations and discussion, both written and oral, between the parties hereto with respect to such subject matter (the “Prior Agreements”); provided, however, that if this Agreement shall ever be held void or unenforceable for any reasons whatsoever, and is not reformed pursuant to Section 15 hereof, then (i) this Agreement shall not be deemed to have superseded any Prior Agreements; (ii) all of such Prior Agreements shall be deemed to be in full force and effect notwithstanding the execution of this Agreement; and (iii) the Indemnitee shall be entitled to maximum indemnification benefits provided under any Prior Agreements, as well as those provided under applicable law, the Company’s Amended and Restated Memorandum and Articles of Association, a vote of shareholders or resolution of directors.

Exception to Right of Indemnification or Advancement of Expenses.

17.1 Except as provided in Section 11.5 of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses, judgments, penalties, fines and amounts paid in settlement under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

17.2 Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or similar successor statute.

Covenant Not to Sue; Limitation of Actions; Release of Claims.

No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company (or any of its subsidiaries) against the Indemnitee, his or her spouse, heirs, executors, personal representatives or administrators after the expiration of two (2) years from the date of accrual of such cause of action and any claim or cause of action of the Company (or any of its subsidiaries) shall be extinguished and deemed released unless asserted by the filing of a legal action within such two (2) year period; provided, however, that if any shorter period of limitation is otherwise applicable to any such cause of action, such shorter period shall govern.

Identical Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

Headings.

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Modification and Waiver.

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Notice by Indemnitee.

Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating any Proceeding or matter which may be subject to indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement covered hereunder. The failure to notify the Company on a timely basis shall not constitute a waiver of Indemnitee’s rights under this Agreement, except to the extent that such failure or delay (i) causes the amounts paid or to be paid by the Company to be greater than they otherwise would have been, (ii) adversely affects the Company’s ability to obtain for itself or Indemnitee coverage or proceeds under any insurance policy available to the Company or Indemnitee, or (iii) otherwise results in prejudice to the Company.

Notices.

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom such notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

If to the Company, to:

Drugs Made In America Acquisition II Corp.

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

Attn: Chief Executive Officer

or to such other address or such other person as Indemnitee or the Company shall designate in writing in accordance with this Section, except that notices regarding changes in notices shall be effective only upon receipt.

Governing Law.

The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and performed in that state without giving effect to the principles of conflicts of laws. The Company and Indemnitee each hereby irrevocably consents to the jurisdiction of the courts of the State of New York and the federal courts within the State for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement and agrees that any action instituted under this Agreement shall be brought only in the United States District Court for the Southern District of New York and any New York State court within that District.

Mutual Acknowledgment.

Both the Company and Indemnitee acknowledge that, in certain instances, federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the U.S. Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

Waiver of Claims to Trust Account.

Notwithstanding anything herein to the contrary, Indemnitee hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this Agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.

Miscellaneous.

Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:
Name:
Title:
INDEMNITEE:
Address:

Exhibit10.7

Drugs Made In America Acquisition II Corp.

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

September 24, 2025

Drugs Made In America Acquisition II LLC

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Drugs Made In America Acquisition II Corp. (the “Company”) and Drugs Made In America Acquisition II LLC (“Sponsor”), will confirm our agreement that, commencing on the effective date (the “Commencement Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering of the Company’s securities and continuing until the earlier of (x) the consummation by the Company of an initial business combination or (y) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

(i) Sponsor shall make available, or cause to be made available, to the Company, or any successor certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month on the Commencement Date and continuing monthly thereafter until the Termination Date; and

(ii) Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.

[Signature Page Follows]

Very truly yours,
DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Chief Executive Officer
AGREED TO AND ACCEPTED BY:
---	---
DRUGS MADE IN AMERICA ACQUISITION II LLC
By:	/s/ Lynn Stockwell
Name:	Lynn Stockwell
Title:	Managing Member

[Signature Page to Administrative ServicesAgreement]

Exhibit 99.1

Drugs Made In America Acquisition II Corp. Announces Pricing of $500,000,000 Initial Public Offering

Fort Lauderdale, FL, Sept. 25, 2025 (GLOBE NEWSWIRE) -- Drugs Made In America Acquisition II Corp. (Nasdaq: DMIIU) (the “Company”) announced today the pricing yesterday of its initial public offering of 50,000,000 units at $10.00 per unit. The units are expected to be listed on The Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “DMIIU” beginning September 25, 2025. Each unit consists of one ordinary share and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on Nasdaq under the symbols “DMII” and “DMIIR,” respectively. The underwriters have been granted a 45-day option to purchase up to an additional 7,500,000 units offered by the Company to cover over-allotments, if any. The offering is expected to close on September 26, 2025, subject to customary closing conditions.

Cantor Fitzgerald & Co. is acting as the sole book-running manager in the offering. Loeb & Loeb LLP is serving as legal counsel to the Company. Ellenoff Grossman & Schole LLP is serving as legal counsel to Cantor Fitzgerald & Co.

A registration statement on Form S-1 (333-288791) relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective on September 24, 2025. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Avenue, 5^th^ Floor, New York, NY 10022, by email at prospectus@cantor.com, or from the SEC website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Drugs Made In America Acquisition IICorp.

The Company is a blank check company incorporated in the Cayman Islands as an exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses. It 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. While the Company may pursue a business combination target in any business, industry or geographical location, it intends to focus its search for businesses in the pharmaceutical industry. The Company believes that it is possible to mitigate risks in the U.S. medical supply chain by investing in companies that will reduce America’s overreliance on production of pharmaceuticals from concentrated geographic regions through investments in strategic on-shoring of advanced domestic manufacturing technologies for critical drugs.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.

Contact Information

Drugs Made In America Acquisition II Corp.

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

Lynn Stockwell

Chief Executive Officer and Executive Chair

Email: executive@dmaacorp.com

Phone: (954) 870-3099

Exhibit 99.2

Drugs Made In America Acquisition II Corp. Announces Closing of $500,000,000 Initial Public Offering

Fort Lauderdale, FL, Sept. 26, 2025 (GLOBE NEWSWIRE) -- Drugs Made In America Acquisition II Corp. (Nasdaq: DMIIU) (the “Company”) today announced that it closed its initial public offering of 50,000,000 units at $10.00 per unit. The gross proceeds from the offering were $500 million before deducting underwriting discounts and offering expenses. The units began trading on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “DMIIU” on September 25, 2025.

Each unit consists of one ordinary share and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on Nasdaq under the symbols “DMII” and “DMIIR,” respectively. The underwriters have been granted a 45-day option to purchase up to an additional 7,500,000 units offered by the Company to cover over-allotments, if any.

Concurrently with the closing of the initial public offering, the Company closed a private placement of 1,200,000 private placement units at a price of $10.00 per unit, resulting in gross proceeds of $12,000,000. The private placement units are identical to the units sold in the initial public offering, subject to certain limited exceptions as described in the final prospectus. From the proceeds of the initial public offering and the private placement, $500 million has been deposited into the trust account.

Cantor Fitzgerald & Co. acted as the sole book-running manager in the offering. Loeb & Loeb LLP served as legal counsel to the Company. Ellenoff Grossman & Schole LLP served as legal counsel to Cantor Fitzgerald & Co.

The offering was made only by means of a prospectus, copies of which may be obtained from Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Avenue, 5th Floor, New York, NY 10022, by email at prospectus@cantor.com. A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”) on September 24, 2025.

About Drugs Made In America Acquisition II Corp.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact Information

Drugs Made In America Acquisition II Corp.

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL 33301

Lynn Stockwell

Chief Executive Officer and Executive Chair

Email: executive@dmaacorp.com

Phone: (954) 870-3099