OYSE · Oyster Enterprises II Acquisition Corp

Represents the 45,500 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 455,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights.

Represents (i) the 455,000 rights referred to in footnotes 1 and 3 and (ii) 7,906,250 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.

Reflects the 455,000 Class A ordinary shares of Oyster Enterprises II Acquisition Corp (the "Issuer") that are included in the 455,000 private placement units of the Issuer purchased by Oyster Enterprises II LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.

The Sponsor is the record holder of the shares reported herein. Oyster Management II LLC is the managing member of the Sponsor. Mario Zarazua, Heath B. Freeman and Randall D. Smith are the managing members of Oyster Management II LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Mr. Zarazua, Mr. Freeman and Mr. Smith may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Zarazua, Mr. Freeman and Mr. Smith disclaim any beneficial ownership except to the extent of their pecuniary interest therein.