A SPAC II Acquisition Corp. Watch

from 8-K 7 pages Stock Escrow Agreement

from 8-K 17 pages This Indemnity Agreement (This “Agreement”) Is Made on May 2, 2022 Between: (1) A SPAC II Acquisition Corp., a Business Company Incorporated Under the Laws of the British Virgin Islands With Registered Office at Ritter House, Wickhams Cay II, Po Box 3170, Road Town, Tortola Vg1110, British Virgin Islands (The “Company”); and (2) a Spac II (Holdings) Corp., Malcolm F. Maclean IV, Claudius Tsang, Anson Chan, Ka Wo Chan, Bryan Biniak and Paul Cummins (“Indemnitee” or “Indemnitees”). Whereas

from 8-K 8 pages Private Placement Warrants Purchase Agreement

from 8-K 14 pages Registration Rights Agreement

from 8-K 20 pages Investment Management Trust Agreement

from 8-K 10 pages A SPAC II Acquisition Corp. 289 Beach Road #03-01 Singapore 199552 Maxim Group LLC 405 Lexington Avenue New York, Ny 10174 Re: Initial Public Offering Ladies and Gentlemen

from S-1 10 pages Stock Escrow Agreement

from S-1 21 pages This Indemnity Agreement (This “Agreement”) Is Made on [●], 2022. Between: (1) a SPAC II Acquisition Corp., a Business Company Incorporated Under the Laws of the British Virgin Islands With Registered Office at Ritter House, Wickhams Cay II, Po Box 3170, Road Town, Tortola Vg1110, British Virgin Islands (The “Company”); and (2) [●] (“Indemnitee”). Whereas

from S-1 11 pages Warrant Subscription Agreement

from S-1 2 pages Subscription Agreement

from S-1 21 pages Registration Rights Agreement

from S-1 25 pages Investment Management Trust Agreement

from S-1 10 pages This Letter Is Being Delivered to You in Accordance With the Underwriting Agreement (The “Underwriting Agreement”) Entered Into by and Between a SPAC II Acquisition Corp., a British Virgin Islands Business Company (The “Company”), and Maxim Group, LLC, as Underwriter (The “Underwriter”), Relating to an Underwritten Initial Public Offering (The “Ipo”) of the Company’s Units (The “Units”), Each Comprised of One Class a Ordinary Share of the Company, No Par Value (The “Ordinary Shares”), One-Half of One Redeemable Warrant (The “Warrants”) and One Right to Receive One-Tenth (1/10) of One Ordinary Share (The “Rights”). Certain Capitalized Terms Used Herein Are Defined in Paragraph 17 Hereof

from S-1 3 pages Promissory Note