EX-10.7
from S-1
7 pages
Dune Acquisition Corporation II, a Cayman Islands Exempted Company (The “Company”), Is Pleased to Accept the Offer Dune Acquisition Holdings II LLC, a Delaware Limited Liability Company (The “Subscriber”), Has Made to Purchase 6,900,000 Class B Ordinary Shares of the Company (The “Founder Shares”), $0.0001 Par Value Per Share (The “Class B Ordinary Shares”), Up to 900,000 of Which Are Subject to Complete or Partial Forfeiture by the Subscriber if the Underwriters of the Proposed Initial Public Offering (“Ipo”) of the Company Pursuant to the Registration Statement on Form S-1 Expected to Be Filed by the Company in Connection With the Ipo (The “Registration Statement”) Do Not Fully Exercise Their Over-Allotment Option (The “Over-Allotment Option”). for the Purposes of This Agreement, References to “Ordinary Shares” Are To, Collectively, the Class B Ordinary Shares and the Company’s Class a Ordinary Shares, $0.0001 Par Value Per Share (The “Class a Ordinary Shares”). Pursuant to the Company’s Memorandum and Articles of Association, as Amended to the Date Hereof (The “Charter”), Class B Ordinary Shares Will Automatically Convert Into Class a Ordinary Shares on a One-For-One Basis, Subject to Adjustment, Upon the Terms and Conditions Set Forth in the Charter. Unless the Context Otherwise Requires, as Used Herein “Securities” Shall Refer to the Founder Shares and Shall Be Deemed to Include Any Class a Ordinary Shares Issued Upon Conversion of the Founder Shares. the Terms (This “Agreement”) on Which the Company Is Willing to Sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s Agreements Regarding Such Founder Shares, Are as Follows: 1. Purchase of Founder Shares and Surrender of Subscriber Share
12/34/56