Ares Acquisition Corporation II Units each consisting of one Watch

from 8-K 9 pages Confidential April 20, 2023

from 8-K 5 pages Promissory Note

from 8-K 5 pages Promissory Note

from 8-K 2 pages Material contract

from 8-K 7 pages Material contract

from 8-K 24 pages Registration and Shareholder Rights Agreement

from 8-K 14 pages Investment Management Trust Agreement

from 8-K 7 pages Private Placement Warrants Purchase Agreement Agreement

from S-1/A 14 pages Investment Management Trust Agreement

from S-1/A 14 pages Investment Management Trust Agreement

from S-1/A 9 pages Confidential April [__], 2023

from S-1/A 5 pages Promissory Note

from S-1/A 5 pages Promissory Note

from S-1/A 7 pages Material contract

from S-1/A 2 pages Material contract

from S-1/A 15 pages Form of Indemnity Agreement

from S-1/A 7 pages Private Placement Warrants Purchase Agreement Agreement

from S-1/A 24 pages Registration and Shareholder Rights Agreement

from S-1/A 14 pages Investment Management Trust Agreement

from S-1 7 pages 1. Subscription and Purchase of Shares. for the Sum of $25,000 (The “Purchase Price”), Which the Company Acknowledges Receiving in Cash, the Company Hereby Sells and Issues the Shares to the Subscriber, and the Subscriber Hereby Subscribes for and Purchases, the Shares From the Company, Subject to the Forfeiture Provisions of Section 3 Below, on the Terms and Subject to the Conditions Set Forth in This Agreement. All References in This Agreement to Shares of the Company Being Surrendered and Canceled Shall Take Effect as Surrenders and Cancellations for No Consideration of Such Shares as a Matter of Cayman Islands Law. 2. Representations, Warranties and Agreements. 2.1. Subscriber’s Representations, Warranties and Agreements. to Induce the Company to Issue the Shares to the Subscriber, the Subscriber Hereby Represents and Warrants to the Company and Agrees With the Company as Follows