FiledMay 26, 2026 - 5:20 PM ET

BRKHBurTech Acquisition Corp IINASDAQ

BurTech Acquisition Corp II completes IPO; $80.4M deposited in trust

8-KIPO / ListingneutralImpact70

BRKH Price

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N/A$0.00 (+0.00%)

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Why It Matters

The IPO funds are now in trust and the SPAC must find and close a business combination within its chartered timeframe

Summary

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BurTech Acquisition Corp II completed its IPO, selling 8,000,000 units at $10.00 per unit and raising $80,000,000. Simultaneously the company sold 252,000 private placement units for $2,520,000. A total of $80,400,000 was deposited into a trust account to be used in connection with a future business combination. The company listed units, Class A shares, and warrants on Nasdaq

Score70

Score Rationale

neutral

IPO closed, funds placed in trust; monitor SPAC combination timeline

Bullish

IPO fully subscribed raising $80.0M
Trust funded with $80.4M for deals
Board and governance arrangements established

Bearish

SPAC must complete business combination within 15–21 months
Units include warrants that can dilute equity on exercise
Sponsor-held private units and founder shares may create overhang

Key Evidence

Registration statement effective May 13, 2026
IPO closed May 26, 2026: 8,000,000 units at $10.00 per unit
$80,400,000 deposited in trustee trust account

What To Watch Next

Filing(s) proposing a target business combination (S-4/proxy/S-1)
Shareholder vote filings to amend articles or combination approvals
Warrant activity and any resale registrations causing dilution

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BRKH Market Context

SectorFinancials

IndustryBlank check / Special purpose acquisition company

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Original Filing Text

SEC filing text preserved from the raw item store.

### 8-K - CURRENT REPORT
0002098707

2026-05-21
2026-05-21

0002098707

BRKHU:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRedeemableWarrantMember

2026-05-21
2026-05-21

0002098707

BRKHU:ClassOrdinarySharesParValue0.0001PerShareMember

2026-05-21
2026-05-21

0002098707

BRKHU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareMember

2026-05-21
2026-05-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 21, 2026

Date of Report (Date of earliest event reported)

Burtech Acquisition Corp II

(Exact name of Registrant as specified in its charter)

Cayman Islands |
|
001-43311 |
|
N/A |

(State or other jurisdiction

of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer

Identification Number) |

5601 Arbor Lane

Coral Gables , FL |
|
33156 |

(Address of Principal Executive Offices) |
|
(Zip Code) |

Registrant’s telephone number, including
area code: (202) 790-8050

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:

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 into a Material Definitive
Agreement.

On May 13, 2026, the registration statement on
Form S-1 (File No. 333-295232) (the “Registration Statement”) relating to the initial public offering (the “IPO”)
of Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”) was declared effective by the U.S. Securities
and Exchange Commission (the “SEC”).

On May 26, 2026, the Company consummated its IPO,
which consisted of 8,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class
A Ordinary Share”) and one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling
the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at an offering
price of $10.00 per Unit, generating gross proceeds of $80,000,000.

In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements, filed
with the SEC:

● | Underwriting Agreement, dated May 21, 2026, by and between the
Company and D. Boral Capital, LLC, as representative of the underwriters in the IPO (“D. Boral”), a copy of which is attached
as Exhibit 1.1 hereto and incorporated herein by reference; |

● | Warrant
Agreement, dated as of May 21, 2026, by and between the Company and Continental Stock Transfer
& Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated
herein by reference; |

● | Letter
Agreement, dated May 21, 2026, by and among the Company, Burtech Sponsor II, LLC (the “Sponsor”)
the officers and directors of the Company and certain third-party investors, a copy of which
is attached as Exhibit 10.1 and incorporated herein by reference; |

● | Investment
Management Trust Agreement, dated as of May 21, 2026, by and between the Company and Continental
Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2
and incorporated herein by reference; |

● | Registration
Rights Agreement, dated as of May 21, 2026, by and among the Company, the Sponsor and certain
security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated
herein by reference; |

● | Private
Placement Units Purchase Agreement, dated May 21, 2026, by and between the Company and the
Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference; |

● | Founder
Shares and Private Placement Units Purchase Agreement, dated May 21, 2026, by and among the
Company, the Sponsor and the third-party investor signatories thereto, a copy of which is
attached as Exhibit 10.5 and incorporated herein by reference; |

● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Shahal M. Khan, a copy
of which is attached as Exhibit 10.6 and incorporated herein by reference; |

● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Roman Livson, a copy
of which is attached as Exhibit 10.7 and incorporated herein by reference; |

● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Leon Golden, a copy of
which is attached as Exhibit 10.8 and incorporated herein by reference; |

● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Sergey Alekseev, a copy
of which is attached as Exhibit 10.9 and incorporated herein by reference; |

● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Scott E. Young, a copy
of which is attached as Exhibit 10.10 and incorporated herein by reference; and |

● | Administrative
Services Agreement, dated May 21, 2026, by and between the Company and the Sponsor, a copy
of which is attached as Exhibit 10.11 and incorporated herein by reference. |

As of May 26, 2026, a total of $80,400,000 of
the net proceeds from the IPO and the Private Placement (as defined below) was deposited in a trust account established for the benefit
of the Company’s public shareholders.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the
Company completed the private sale of an aggregate of 252,000 private placement units (the “Private Units”), at a purchase
price of $10.00 per Private Unit, of which 222,000 Private Units were sold to the Sponsor and 30,000 Private Units were sold to third-party
investors, generating gross proceeds to the Company of $2,520,000. The Private Units are identical to the public Units sold in the IPO,
except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.
The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.

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

On May 21, 2026, in connection with the IPO, Shahal
M. Khan, Leon Golden, Scott E. Young and Sergey Alekseev were appointed to the board of directors of the Company. Leon Golden, Scott E.
Young and Sergey Alekseev are independent directors. Effective May 21, 2026, Leon Golden, Scott E. Young and Sergey Alekseev were appointed
to the Board’s Audit Committee (with Mr. Golden serving as chair of the Audit Committee); Leon Golden, Scott E. Young and Sergey
Alekseev were appointed to the Compensation Committee (with Mr. Young serving as chair of the Compensation Committee and Mr. Golden qualifying
as an “audit committee financial expert” as defined in applicable SEC rules); and Leon Golden, Scott E. Young and Sergey Alekseev
were appointed to the Nominating and Corporate Governance Committee (with Mr. Alekseev serving as chair of the Nominating and Corporate
Governance Committee).

On May 21, 2026, in connection with their appointments
to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed,
respectively, as Exhibits 10.1 and 10.6, 10.7, 10.8, 10.9 and 10.10 herewith.

Other than the foregoing, none of the directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

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

On May 21, 2026, and in connection with the IPO,
the Company adopted and filed 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.

A total of $80,400,000 was placed in a U.S.-based
trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned
on the funds held in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will
not be released from the trust account until the earliest of (1) the completion of the Company’s initial business combination;
(2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended
and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to provide for the redemption
of the Company’s public shares in connection with an initial business combination or to redeem 100% of its public shares if the
Company has not consummated its initial business combination within the period of time (a) commencing on, and including the completion
of the IPO and (b) ending on the date that is 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO, if
such date is extended by up to two three-month extensions, upon the deposit by the sponsor into the trust account of $0.10 per public
Class A ordinary share then issued and outstanding, for each three month extension or such earlier date as the directors may approve (the
“completion window”) or (ii) with respect to any other material provision relating to the rights of holders of the Class A
ordinary shares or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares
if the Company is unable to complete its initial business combination within the completion window, subject to applicable law.

On May 21, 2026, 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 May 26, 2026, 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. Financial Statements and Exhibits.

Exhibit No. |
|
Description |

1.1 |
|
Underwriting Agreement, dated May 21, 2026, by and between the Company and D. Boral Capital, LLC, as representative of the underwriters. |

3.1 |
|
Amended and Restated Memorandum and Articles of Association. |

4.1 |
|
Warrant Agreement, dated as of May 21, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |

10.1 |
|
Letter Agreement, dated May 21, 2026,
by and among the Company, the Sponsor, the officers and directors of the Company. |

10.2 |
|
Investment Management Trust Agreement, dated as of May 21, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |

10.3 |
|
Registration Rights Agreement, dated as of May 21, 2026, by and among the Company, the Sponsor and certain security holders of the Company. |

10.4 |
|
Private Placement Units Purchase Agreement, dated May 21, 2026, by and between the Company and the Sponsor. |

10.5 |
|
Founder Shares and Private Placement Units Purchase Agreement, dated May 21, 2026, by and among the Company, the Sponsor and the third-party investor signatories. |

10.6 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Shahal M. Khan. |

10.7 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Roman Livson. |

10.8 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Leon Golden. |

10.9 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Sergey Alekseev. |

10.10 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Scott E. Young. |

10.11 |
|
Administrative Services Agreement,
dated May 21, 2026, by and between the Company and the Sponsor. |

99.1 |
|
Press Release, dated May 21, 2026. |

99.2 |
|
Press Release, dated May 26, 2026. |

104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |

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: May 26, 2026 |
|

|
|

|
Burtech Acquisition Corp II |

|
By: |
/s/ Shahal M. Khan |

|
Name: |
Shahal M. Khan |

|
Title: |
Chief Executive Officer |

### EX-3.1 - AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
EX-3.1
3
ea029210001ex3-1.htm
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Exhibit 3.1

Companies
Act (Revised)

of
the Cayman Islands

Company
Limited by Shares

AMENDED
AND RESTATED

memorandum
of association

BurTech
Acquisition Corp II

( Adopted by special
resolution passed on 21 May 2026 )

|
|

Companies
Act (Revised)

of
the Cayman Islands

Company
Limited by Shares

Amended
and Restated Memorandum of Association

Burtech
Acquisition Corp II

(Adopted by special resolution passed on 21 May 2026)

1 | The
name of the Company is Burtech Acquisition Corp II. |

| |

2 | The
registered office of the Company shall be at the offices of Ogier Global (Cayman) Limited,
89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, or at such other place within
the Cayman Islands as the Directors may decide. |

| |

3 | The
objects for which the Company is established are unrestricted and the Company 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, if any, unpaid on such Member’s
shares. |

| |

5 | The
share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares
of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001
each and 5,000,000 preference shares of a par value of US$0.0001 each, provided always that,
subject to the Statute and the Company’s articles of association, the Company has the
power to do any one or more of the following: |

| (a) | to
redeem or repurchase any of its shares; and |

| (b) | to
increase or reduce its capital; and |

| (c) | to
issue any part of its capital (whether original, redeemed, increased or reduced): |

| (i) | with
or without any preferential, deferred, qualified or special rights, privileges or conditions;
or |

| (ii) | subject
to any limitations or restrictions, |

and
unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise)
is subject to this power; or

| (d) | to
alter any of those rights, privileges, conditions, limitations or restrictions. |

6 | The
Company has power to register by way of continuation as a body corporate limited 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 of Association bear the
respective meanings given to them in the Amended and Restated Articles of Association of
the Company. |

Companies
Act (Revised)

of
the Cayman Islands

Company
Limited by Shares

Amended
and Restated

Articles
of Association

BurTech
Acquisition Corp II

(Adopted
by special resolution passed on 21 May 2026 )

|
|

CONTENTS

1 | Interpretation |
1 |

2 | Commencement
of Business |
8 |

3 | Issue
of Shares and other Securities |
8 |

4 | Register
of Members |
9 |

5 | Closing
Register of Members or Fixing Record Date |
9 |

6 | Certificates
for Shares |
10 |

7 | Transfer
of Shares |
10 |

8 | Redemption,
Repurchase and Surrender of Shares |
11 |

9 | Treasury
Shares |
12 |

10 | Variation
of Rights of Shares |
12 |

11 | Commission
on Sale of Shares |
13 |

12 | Non-Recognition
of Trusts |
13 |

13 | Lien
on Shares |
13 |

14 | Calls
on Shares |
14 |

15 | Forfeiture
of Shares |
14 |

16 | Transmission
of Shares |
15 |

17 | Class
B Share Conversion |
16 |

18 | Amendments
of Memorandum and Articles and Alteration of Capital |
18 |

19 | Offices
and Places of Business |
19 |

20 | General
Meetings |
19 |

21 | Notice
of General Meetings |
19 |

22 | Advance
Notice for Business |
20 |

23 | Proceedings
at General Meetings |
20 |

24 | Votes
of Members |
22 |

25 | Proxies |
23 |

26 | Corporate
Members |
24 |

27 | Shares
that may not be Voted |
24 |

28 | Directors |
24 |

29 | Powers
of Directors |
24 |

30 | Appointment
and Removal of Directors |
25 |

31 | Vacation
of Office of Director |
25 |

32 | Proceedings
of Directors |
26 |

33 | Presumption
of Assent |
27 |

34 | Directors’
Interests |
27 |

35 | Minutes |
28 |

36 | Delegation
of Directors’ Powers |
28 |

37 | No
Minimum Shareholding |
30 |

38 | Remuneration
of Directors |
30 |

39 | Seal |
30 |

40 | Dividends,
Distributions and Reserve |
31 |

41 | Capitalisation |
32 |

42 | Books
of Account |
32 |

43 | Audit |
33 |

44 | Notices |
34 |

45 | Winding
Up |
35 |

46 | Indemnity
and Insurance |
36 |

47 | Financial
Year |
37 |

48 | Transfer
by Way of Continuation |
37 |

49 | Mergers
and Consolidations |
37 |

50 | Business
Combination |
37 |

51 | Certain
Tax Filings |
40 |

52 | Business
Opportunities |
41 |

53 | Exclusive
Jurisdiction |
41 |

Companies
Act (Revised)

of
the Cayman Islands

Company
Limited by Shares

Amended
and Restated Articles of Association

Burtech
Acquisition Corp II

(Adopted by special
resolution passed on 21 May 2026)

1 | Interpretation |

1.1 | In
the Articles Table A in the First Schedule to the Statute does not apply and, unless there
is something in the subject or context inconsistent therewith: |

|
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. |

|
|
|

|
Applicable
Law |
means, with respect to
any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees
or orders of any governmental authority applicable to such person. |

|
|
|

|
Articles |
means these amended and
restated articles of association of the Company. |

|
|
|

|
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, amalgamation,
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 as long as the securities of the Company
are listed on a Designated Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market
value of at least eighty per cent (80%) of the value of the Trust Account (excluding any taxes payable on the interest earned on
the Trust Account) at the time of the signing of the agreement to enter into such Business Combination. |

|
|
|

|
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. |

|
|
|

|
Cause |
means a conviction for
a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results
in a material financial detriment to the Company. |

|
|
|

|
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. |

|
|
|

|
Class
A Share |
means a Class A ordinary
share of a par value of US$0.0001 in the share capital of the Company. |

|
|
|

|
Class
B Share |
means a Class B ordinary
share of a par value of US$0.0001 in the share capital of the Company. |

|
|
|

|
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. |

|
|
|

|
Completion
Window |
means
the period of time:
|

|
|
(a) |
commencing on, and including, the closing
date of the IPO; and |

|
|
|
|

|
|
(b) |
ending on the date that is fifteen (15) months from the closing date
of the IPO (or up to twenty-one (21) months from the closing date of the IPO, if such date is extended by up to two three-month extensions
as described in the prospectus relating to the IPO), such earlier date as the Directors may approve in accordance with the Articles or
such later date as the Members may approve in accordance with the Articles. |

|
Designated
Stock Exchange |
means any United States
national securities exchange on which the securities of the Company are listed for trading, including, but not limited to, The Nasdaq
Global Market, The Nasdaq Stock Market LLC, the NYSE MKT LLC, the New York Stock Exchange LLC 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 (Revised) of the Cayman Islands. |

|
|
|

|
Equity-linked
Securities |
means any debt or equity
securities that are convertible, exercisable or exchangeable for Class A 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. |

|
|
|

|
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. |

|
|
|

|
Initial
Shareholders |
means the Sponsor and any
other holders of Class B Shares immediately prior to the consummation of the IPO (including any permitted transferees of such holders). |

|
|
|

|
IPO |
means the Company’s
initial public offering of securities. |

|
|
|

|
Member |
has the same meaning as
in the Statute. |

|
|
|

|
Memorandum |
means the amended and restated
memorandum of association of the Company. |

|
|
|

|
Nominating
and Corporate Governance Committee |
means any nominating and
corporate governance committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee. |

|
|
|

|
Officer |
means a person appointed
to hold an office in the Company. |

|
|
|

|
Ordinary
Resolution |
means
a resolution: |

|
|
|

|
|
(a) |
passed by a simple majority of such
Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where
a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or |

|
|
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(b) |
approved in writing by all of the
Members entitled to vote on such matter at a general meeting of the Company (or such lower threshold as may be allowed under the Statute
from time to time). |

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Ordinary
Shares |
means Class A Shares and
Class B Shares, collectively. |

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Over-Allotment
Option |
means the option of the
Underwriters to purchase up to an additional fifteen per cent (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. |

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Preference
Share |
means a preference share
of a par value of US$0.0001 in the share capital of the Company. |

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Private
Placement Units |
means the private placement
units purchased by the Sponsor in a private placement that closes simultaneously with the closing of the IPO. |

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Private
Placement Shares |
means the Class A Shares
underlying the Private Placement Units. |

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Private
Placement Warrants |
means the warrants underlying
the Private Placement Units. |

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|
Public
Share |
means a Class A Share issued
as part of the units (as described in the Articles) issued in the IPO. |

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Redemption
Notice |
means a notice in a form
approved by the Directors by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject
to any conditions contained therein. |

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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. |

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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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Representative
Shares |
means the Class A Shares
to be issued to the Representative (or its designees) upon consummation of the Business Combination. |

|
Seal |
means the common seal of
the Company and includes every duplicate seal. |

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Securities
and Exchange Commission |
means the United States
Securities and Exchange Commission. |

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Share |
means a Class A Share,
a Class B Share or a Preference Share and includes a fraction of a share in the Company. |

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Special
Resolution |
means
a special resolution of the Company passed in accordance with the Statute, being a resolution:
|

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(a) |
passed by a majority of
at least two-thirds other than with respect to amending either of Articles 30.1 or 48.2 (except where such amendment is proposed
in respect of the consummation of a Business Combination) where such majority shall be at least ninety per cent (90%), of such Members
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which
notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard
shall be had in computing a majority to the number of votes to which each Member is entitled; or |

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(b) |
approved in writing by
all of the Members entitled to vote at a general meeting of the Company (or such lower threshold as may be allowed under the Statute
from time to time). |

|
Sponsor |
means Burtech Sponsor II
LLC, a Delaware limited liability company, and its successors or assigns. |

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|

|
Statute |
means the Companies Act
(Revised) of the Cayman Islands. |

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Tax
Filing Authorised Person |
means such person as any
Director shall designate from time to time, acting severally. |

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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 its IPO and into which a certain amount of the net proceeds of the IPO, together
with a certain amount of the proceeds of the Private Placement Units, will be deposited. |

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|

|
Underwriter |
means an underwriter of
the IPO from time to time and any successor underwriter. |

1.2 | In
the Articles: |

| (a) | words
importing the singular number include the plural number and vice versa; |

| (b) | words
importing the masculine gender include the feminine gender; |

| (c) | words
importing persons include corporations as well as any other legal or natural person; |

| (d) | “ written ”
and “ in writing ” include all modes of representing or reproducing words
in visible form, including in the form of an Electronic Record; |

| (e) | “ shall ”
shall be construed as imperative and “ may ” shall be construed as permissive; |

| (f) | references
to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced; |

| (g) | any
phrase introduced by the terms “ including ”, “ include ”,
“ in particular ” or any similar expression shall be construed as illustrative
and shall not limit the sense of the words preceding those terms; |

| (h) | the
term “ and/or ” is used herein to mean both “and” as well as
“or.” The use of “and/or” in certain contexts in no respects qualifies
or modifies the use of the terms “and” or “or” in others. The term
“or” shall not be interpreted to be exclusive and the term “and”
shall not be interpreted to require the conjunctive (in each case, unless the context otherwise
requires); |

| (i) | headings
are inserted for reference only and shall be ignored in construing the Articles; |

| (j) | any
requirements as to delivery under the Articles include delivery in the form of an Electronic
Record; |

| (k) | any
requirements as to execution or signature under the Articles including the execution of the
Articles themselves can be satisfied in the form of an electronic signature as defined in
the Electronic Transactions Act; |

| (l) | sections
8 and 19(3) of the Electronic Transactions Act shall not apply; |

| (m) | the
term “ clear days ” in relation to the period of a notice means that 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 effect; and |

| (n) | the
term “ holder ” in relation to a Share means a person whose name is entered
in the Register of Members as the holder of such Share. |

2 | Commencement
of Business |

2.1 | The
business of the Company may be commenced as soon after incorporation of the Company as the
Directors shall see fit. |

2.2 | The
Directors may pay, out of the capital or any other monies of the Company, all expenses incurred
in or about the formation and establishment of the Company, including the expenses of registration. |

3 | Issue
of Shares and other Securities |

3.1 | Subject
to the provisions, if any, in the Memorandum (and to any direction that may be given by the
Company in general meeting) and, where applicable, the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law, and without prejudice to any rights attached
to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose
of Shares (including fractions of a Share) with or without preferred, deferred or other rights
or restrictions, whether in regard to Dividends or other distributions, 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 to the Statute and the Articles) vary such rights, save that
the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including
fractions of a Share) to the extent that it may affect the ability of the Company to carry
out a Class B Share Conversion set out in the Articles. |

| |

3.2 | The
Company may issue rights, options, warrants or convertible securities or securities of similar
nature conferring the right upon the holders thereof to subscribe for, purchase or receive
any class of Shares or other securities in the Company on such terms as the Directors may
from time to time determine. |

| |

3.3 | The
Company may issue units of securities in the Company, which may be comprised of whole or
fractional Shares, rights, options, warrants or convertible securities or securities of similar
nature conferring the right upon the holders thereof to subscribe for, purchase or receive
any class of Shares or other securities in the Company, upon such terms as the Directors
may from time to time determine. The securities comprising any such units which are issued
pursuant to the IPO can only be traded separately from one another on the 52nd day following
the date of the prospectus relating to the IPO unless the Representative(s) determines that
an earlier date is acceptable, subject to the Company having filed a current report on Form
8-K with the Securities and Exchange Commission and a press release announcing when such
separate trading will begin. Prior to such date, the units can be traded, but the securities
comprising such units cannot be traded separately from one another. |

3.4 | The
Company shall not issue Shares to bearer. |

4 | Register
of Members |

4.1 | The
Company shall maintain or cause to be maintained the Register of Members in accordance with
the Statute. |

| |

4.2 | The
Directors may determine that the Company shall maintain one or more branch registers of Members
in accordance with the Statute. The Directors may also determine which register of Members
shall constitute the principal register and which shall constitute the branch register or
registers, and to vary such determination from time to time. |

5 | Closing
Register of Members or Fixing Record Date |

5.1 | For
the purpose of determining Members entitled to notice of, or to vote at any meeting of Members
or any adjournment thereof, or Members entitled to receive payment of any Dividend or other
distribution, or in order to make a determination of Members for any other purpose, the Directors
may, after notice has been given by advertisement in an appointed newspaper or any other
newspaper or by any other means in accordance with the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law, provide that the Register of Members shall be
closed for transfers for a stated period which shall not in any case exceed forty days. |

| |

5.2 | In
lieu of, or apart from, closing the Register of Members, the Directors may fix 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 of the Members or any adjournment thereof, or for the purpose
of determining the Members entitled to receive payment of any Dividend or other distribution,
or in order to make a determination of Members for any other purpose. |

| |

5.3 | If
the Register of Members is not so closed and no record date is fixed for the determination
of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled
to receive payment of a Dividend or other distribution, the date on which notice of the meeting
is sent or the date on which the resolution of the Directors resolving to pay such Dividend
or other distribution is passed, as the case may be, shall be the record date for such determination
of Members. When a determination of Members entitled to vote at any meeting of Members has
been made as provided in this Article, such determination shall apply to any adjournment
thereof. |

6 | Certificates
for Shares |

6.1 | A
Member shall only be entitled to a share certificate if the Directors resolve that share
certificates shall be issued. Share certificates representing Shares, if any, shall be in
such form as the Directors may determine. Share certificates shall be signed by one or more
Directors or other person authorised by the Directors. The Directors may authorise certificates
to be issued with the authorised signature(s) affixed by mechanical process. All certificates
for Shares shall be consecutively numbered or otherwise identified and shall specify the
Shares to which they relate. All certificates surrendered to the Company for transfer shall
be cancelled and, subject to the Articles, no new certificate shall be issued until the former
certificate representing a like number of relevant Shares shall have been surrendered and
cancelled. |

| |

6.2 | The
Company shall not be bound to issue more than one certificate for Shares held jointly by
more than one person and delivery of a certificate to one joint holder shall be a sufficient
delivery to all of them. |

| |

6.3 | If
a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms
(if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred
by the Company in investigating evidence, as the Directors may prescribe, and (in the case
of defacement or wearing out) upon delivery of the old certificate. |

| |

6.4 | Every
share certificate sent in accordance with the Articles will be sent at the risk of the Member
or other person entitled to the certificate. The Company will not be responsible for any
share certificate lost or delayed in the course of delivery. |

6.5 | Share
certificates shall be issued within the relevant time limit as prescribed by the Statute,
if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under
Applicable Law may from time to time determine, whichever is shorter, 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 and does not register, after lodgement of a Share transfer with the
Company. |

7 | Transfer
of Shares |

7.1 | Subject
to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument
of transfer provided that such transfer complies with the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction
with rights, options, warrants or units issued pursuant to the Articles on terms that one
cannot be transferred without the other, the Directors shall refuse to register the transfer
of any such Share without evidence satisfactory to them of the like transfer of such right,
option, warrant or unit. |

7.2 | The
instrument of transfer of any Share shall be in writing in the usual or common form or in
a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under
Applicable Law or in any other form approved by the Directors and shall be 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 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 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 the name of the transferee is entered in the Register of Members. |

8 | Redemption,
Repurchase and Surrender of Shares |

8.1 | Subject
to the provisions of the Statute, and, where applicable, the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or 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 Member or the Company.
The redemption of such Shares, except Public Shares, shall be effected in such manner and
upon such other terms as the Company may, by Special Resolution, determine before the issue
of such Shares. With respect to redeeming or repurchasing the Shares: |

| (a) | Members
who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in the Business Combination Article hereof; |

| (b) | Class B Shares held by the Initial Shareholders shall be surrendered
by the Initial Shareholders on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised in
full so that the Initial Shareholders will own twenty-nine point two per cent (29.2%) of the issued and outstanding Ordinary Shares upon
consummation of the IPO (exclusive of any Public Shares purchased by the Initial Shareholders, the Private Placement Shares and the Representative
Shares); and |

| (c) | Public
Shares shall be repurchased by way of tender offer in the circumstances set out in the Business
Combination Article hereof. |

8.2 | Subject
to the provisions of the Statute, and, where applicable, the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or otherwise under Applicable Law, the Company may purchase its own
Shares (including any redeemable Shares) in such manner and on such other terms as the Directors
may agree with the relevant Member or in the manner set out in the Business Combination Article
hereof. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in
the circumstances described in the Article above shall not require further approval of the
Members. |

8.3 | The
Company may make a payment in respect of the redemption or purchase of its own Shares in
any manner permitted by the Statute, including out of capital. |

8.4 | The
Directors may accept the surrender for no consideration of any fully paid Share. |

9 | Treasury
Shares |

9.1 | The
Directors may, prior to the purchase, redemption or surrender of any Share, determine that
such Share shall be held as a Treasury Share. |

9.2 | The
Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms
as they think proper (including, without limitation, for nil consideration). |

10 | Variation
of Rights of Shares |

10.1 | Subject
to Article 3.1, if at any time the share capital of the Company is divided into different
classes 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) 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 such variation is considered by the Directors not to have a material adverse effect
upon such rights; otherwise, any such variation shall be made only with the consent in writing
of the holders of at least two-thirds of the issued Shares of that class (other than with
respect to a waiver of the provisions of the Class B Share Conversion Article hereof, which
as stated therein shall only require the consent in writing of the holders of a majority
of the issued Shares of that class), or with the approval of a resolution passed by a majority
of at least two-thirds of the votes cast at a separate meeting of the holders of the Shares
of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding
that any such variation may not have a material adverse effect, to obtain consent from the
holders of Shares of the relevant class. To any such meeting all the provisions of the Articles
relating to general meetings shall apply mutatis mutandis, except that the necessary quorum
shall be one person holding or representing 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 may
demand a poll. |

10.2 | For
the purposes of a separate class meeting, the Directors may treat two or more 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 same way by the proposals under consideration, but in
any other case shall treat them as separate classes of Shares. |

10.3 | The
rights conferred upon the holders of the Shares of any class issued with preferred 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: (i) by the creation or issue of further Shares ranking
pari passu therewith or Shares issued with preferred or other rights; or (ii) where
the constitutional documents of the Company are amended or new constitutional documents of
the Company are adopted, in each case, as a result of the Company undertaking a transfer
by way of continuation to a jurisdiction outside the Cayman Islands. |

11 | Commission
on Sale of Shares |

The
Company may, in so far as the Statute permits, pay a commission to any person in consideration of his 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.

12 | Non-Recognition
of Trusts |

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 paid-up or not)
registered in the name of a Member (whether solely or jointly with others) for all debts,
liabilities or engagements to or with the Company (whether presently payable or not) by such
Member or his estate, either alone or jointly with any other person, 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 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 on a Share shall
also extend to any amount payable in respect of that Share. |

13.2 | The
Company may sell, in such manner as the Directors think fit, any Shares on which the Company
has a lien, if a sum in respect of which the lien exists is presently payable, and is not
paid within fourteen clear days 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 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. |

13.3 | To
give effect to any such sale the Directors may authorise any person to execute an instrument
of transfer of the Shares sold to, or in accordance with the directions of, the purchaser.
The purchaser or his nominee shall be registered as the holder of the Shares comprised in
any such transfer, and he shall not be bound to see to the application of the purchase money,
nor shall his title to the Shares be affected by any irregularity or invalidity in the sale
or the exercise of the Company’s power of sale under the Articles. |

13.4 | The
net proceeds of such sale after payment of costs, shall be applied in payment 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 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 sale. |

14 | Calls
on Shares |

14.1 | Subject
to the terms of the allotment and issue of any Shares, the Directors may 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 (subject to receiving at least fourteen clear days’
notice specifying the time or times of payment) pay to the Company at the time or times 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. 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 him notwithstanding
the subsequent transfer of the Shares in respect of which the call was made. |

14.2 | A
call shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed. |

14.3 | The
joint holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof. |

14.4 | If
a call remains unpaid after it has become due and payable, the person from whom 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 may determine (and in addition all expenses that have
been incurred by the Company by reason of such non-payment), but the Directors may waive
payment of the interest or expenses wholly or in part. |

14.5 | An
amount payable in respect of a Share on issue or allotment or at any fixed 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 the provisions of the Articles shall apply as if that amount
had become due and payable by virtue of a call. |

14.6 | The
Directors may issue Shares with different terms as to the amount and times of payment of
calls, or the interest to be paid. |

14.7 | The
Directors may, if they think fit, receive an amount from any Member willing to advance all
or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until
the amount would otherwise become payable) pay interest at such rate as may be agreed upon
between the Directors and the Member paying such amount in advance. |

14.8 | No
such amount paid in advance of calls shall entitle the Member paying such amount 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 for such payment, become payable. |

15 | Forfeiture
of Shares |

15.1 | If
a call or instalment of a call remains unpaid after it has become due and payable the Directors
may give to the person from whom it is due not less than fourteen clear days’ notice
requiring payment of the amount unpaid together with any interest which may have accrued
and any expenses incurred by the Company by reason of such non-payment. The notice shall
specify where payment is to be made and shall state that if the notice is not complied with
the Shares in respect of which the call was made will be liable to be forfeited. |

15.2 | If
the notice is not complied with, any Share in respect of which it was given may, before the
payment required by the notice has been made, be forfeited by a resolution of the Directors.
Such forfeiture shall include all Dividends, other distributions or other monies payable
in respect of the forfeited Share and not paid before the forfeiture. |

15.3 | A
forfeited Share may be sold, re-allotted or otherwise disposed of on such terms 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 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 the Directors may authorise
some person to execute an instrument of transfer of the Share in favour of that person. |

15.4 | A
person any of whose Shares have been forfeited shall cease to be a Member in respect of them
and shall surrender to the Company for cancellation the certificate for the Shares forfeited
and shall remain liable to pay to the Company all monies which at the date of forfeiture
were payable by him to the Company in respect of those Shares together with interest at such
rate as the Directors may determine, but his liability shall cease if and when the Company
shall have received payment in full of all monies due and payable by him in respect of those
Shares. |

15.5 | A
certificate in writing under the hand of one Director or Officer that a Share has been forfeited
on a specified date shall be conclusive evidence of the facts stated in it as against all
persons claiming to be entitled to the Share. The certificate shall (subject to the execution
of an instrument of transfer) constitute a good title to the Share and the 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, nor shall his title to the Share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the
Share. |

15.6 | The
provisions of the Articles as to forfeiture shall apply in the case of non-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 Share or by way of premium as if it had been payable by virtue
of a call duly made and notified. |

16 | Transmission
of Shares |

16.1 | If
a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal
representatives (where he was a sole holder), shall be the only persons recognised by the
Company as having any title to his Shares. The estate of a deceased Member is not thereby
released from any liability in respect of any Share, for which he was a joint or sole holder. |

16.2 | Any
person becoming entitled to a Share in consequence of the death or bankruptcy 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 by the Directors, elect, by a notice in writing sent by
him to the Company, either to become the holder of such Share or to have some person nominated
by him registered as the holder of such Share. If he elects to have another person registered
as the holder of such Share he shall sign an instrument of transfer of that Share to that
person. The Directors shall, in either case, have the same 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
his death or bankruptcy or liquidation or dissolution, as the case may be. |

16.3 | A
person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or
dissolution of a Member (or in any other case than by transfer) shall be entitled to the
same Dividends, other distributions and other advantages to which he would be entitled if
he were the holder of such Share. However, he shall not, before becoming a Member in respect
of a Share, be entitled in respect of it to exercise any right conferred by membership in
relation to general meetings of the Company and the Directors may at any time give notice
requiring any such person to elect either to be registered himself or to have some person
nominated by him be registered as the holder of the Share (but the Directors shall, in either
case, have the same 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 his death or bankruptcy or
liquidation or dissolution or any other case than by transfer, as the case may be). If the
notice is not complied with within ninety days of being received or deemed to be received
(as determined pursuant to the Articles), the Directors may thereafter withhold payment of
all Dividends, other distributions, bonuses or other monies payable in respect of the Share
until the requirements of the notice have been complied with. |

17 | Class
B Share Conversion |

17.1 | The
rights attaching to the Class A Shares and Class B Shares shall rank pari passu in
all respects, and the Class A Shares and Class B Shares shall vote together as a single class
on all matters (subject to the Variation of Rights of Shares Article, the Appointment and
Removal of Directors Article and the Transfer by Way of Continuation Article) with the exception
that the holder of a Class B Share shall have the conversion rights referred to in this Article. |

17.2 | Class
B Shares may be converted into Class A Shares on a one-for-one basis at any time and from
time to time prior to the consummation of a Business Combination at the option of the holder. |

17.3 | Any
Class B Shares not converted into Class A Shares pursuant to Article 17.2 above shall automatically
convert into Class A Shares on a one-for-one basis (the Initial Conversion Ratio )
concurrently with or immediately following the consummation of a Business Combination. |

17.4 | Notwithstanding the Initial Conversion Ratio, if additional Class A
Shares or any other Equity-linked Securities, are issued, or deemed issued, in excess of the amounts issued in the IPO (including pursuant
to the Over-Allotment Option) in connection with the consummation of a Business Combination, all Class B Shares in issue shall automatically
convert into Class A Shares concurrently with or immediately following the closing of a Business Combination, the ratio for which the
Class B Shares shall convert into Class A Shares will be adjusted so that the number of Class A Shares issuable upon conversion of all
Class B Shares will equal, in the aggregate, on an as-converted basis, twenty-nine point two per cent (29.2%) of the sum of: |

| (a) | the total number of all Ordinary Shares and Equity-linked Securities
issued and outstanding upon the consummation of the IPO; plus |

| (b) | all Class A Shares and Equity-linked Securities issued or deemed issued
by the Company in connection with the consummation of a Business Combination, excluding any Class A Shares issued, or deemed issued: |

| (i) | to the Sponsor (or its members or an Affiliate of the Sponsor) in connection
with the consummation of the IPO; |

| (ii) | to any seller in a Business Combination; |

| (iii) | on the exercise of the Private Placement Warrants; and |

| (iv) | to the Sponsor (or an Affiliate of the Sponsor) upon the conversion
of working capital loans made to the Company; minus |

|
(c) |
the number of Public Shares redeemed in connection with a Business
Combination or certain amendments to these Articles pursuant to Article 50.8. |

17.5 | Notwithstanding
anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion
Ratio may be waived as to any particular issuance or deemed issuance of additional Class
A Shares or Equity-linked Securities by the written consent or agreement of holders of a
majority of the Class B Shares then in issue consenting or agreeing separately as a separate
class in the manner provided in the Variation of Rights of Shares Article hereof. |

17.6 | The
foregoing conversion ratio shall also be adjusted to account for any subdivision (by share
split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation
or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification,
recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class
A Shares in issue into a greater or lesser number of Shares occurring after the original
filing of the Articles without a proportionate and corresponding subdivision, combination
or similar reclassification or recapitalisation of the Class B Shares in issue. |

17.7 | Each
Class B Share shall convert into its pro-rata number of Class A Shares pursuant to this Article.
The pro-rata share for each holder of Class B Shares will be determined as follows: each
Class B Share shall convert into such number of Class A Shares as is equal to the product
of one (1) multiplied by a fraction, the numerator of which shall be the total number of
Class A Shares into which all of the Class B Shares in issue shall be converted pursuant
to this Article and the denominator of which shall be the total number of Class B Shares
in issue at the time of conversion. |

17.8 | References
in this Article to “ converted ”, “ conversion ” or “ exchange ”
shall mean the compulsory redemption without notice of Class B Shares of any Member and,
on behalf of such Members, automatic application of such redemption proceeds in paying for
such new Class A Shares into which the Class B Shares have been converted or exchanged at
a price per Class B Share necessary to give effect to a conversion or exchange calculated
on the basis that the Class A Shares to be issued as part of the conversion or exchange will
be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered
in the name of such Member or in such name as the Member may direct. |

17.9 | Notwithstanding
anything to the contrary in this Article, in no event shall any Class B Share convert into
Class A Shares at a ratio that is less than one for one. |

18 | Amendments
of Memorandum and Articles and Alteration of Capital |

18.1 | The
Company may by Ordinary Resolution: |

| (a) | increase
its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,
priorities and privileges annexed thereto, as the Company in general meeting may determine; |

| (b) | consolidate
and divide all or any of its share capital into Shares of larger amount than its existing
Shares; |

| (c) | convert
all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares
of any denomination; |

| (d) | by
subdivision of its existing Shares or any of them divide the whole or any part of its share
capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without
par value; and |

| (e) | cancel
any Shares that at the date of the passing of the Ordinary Resolution have 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. |

18.2 | All
new Shares created in accordance with the provisions of the preceding Article shall be subject
to the same provisions of the Articles with reference to the payment of calls, liens, transfer,
transmission, forfeiture and otherwise as the Shares in the original share capital. |

18.3 | Subject
to the provisions of the Statute, the provisions of the Articles as regards the matters to
be dealt with by Ordinary Resolution and Article 48.2, the Company may by Special Resolution: |

| (a) | change
its name; |

| (b) | alter
or add to the Articles (subject to Article 48.2); |

| (c) | alter
or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and |

| (d) | reduce
its share capital or any capital redemption reserve fund. |

19 | Offices
and Places of Business |

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.

20 | General
Meetings |

20.1 | All
general meetings other than annual general meetings shall be called extraordinary general
meetings. |

20.2 | The
Company may, but shall not (unless required by the Statute) be obliged to, 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 annual general meeting shall be held at such time and place as
the Directors shall appoint. At these meetings the report of the Directors (if any) shall
be presented. |

20.3 | The
Directors, the chief executive officer or the chairman of the board of Directors may call
general meetings and, for the avoidance of doubt, except as expressly provided in Article
20.4 below, Members shall not have the ability to call general meetings. |

20.4 | If
at any time there are no Directors, any two (2) Members (or if there is only one (1) Member
then that Member) entitled to vote at general meetings of the Company may convene a general
meeting in the same manner as nearly as possible as that in which general meetings may be
convened by the Directors. |

21 | Notice
of General Meetings |

21.1 | At
least five (5) clear days’ notice shall be given of any general meeting. Every notice
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 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
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 of the Articles regarding general meetings
have been complied with, be deemed to have been duly convened if it is so agreed: |

| (a) | in
the case of an annual general meeting, by all of the Members entitled to attend and vote
thereat; and |

| (b) | in
the case of an extraordinary general meeting, by a majority in number of the Members having
a right to attend and vote at the meeting, together holding at least ninety-five per cent
(95%) in par value of the Shares giving that right. |

21.2 | The
accidental omission to give notice of a general meeting to, or the non-receipt of notice
of a general meeting by, any person entitled to receive such notice shall not invalidate
the proceedings of that general meeting. |

22 | Advance
Notice for Business |

22.1 | Members
seeking to bring business before an annual general meeting of the Company, or to nominate
candidates for appointment as Directors at an annual general meeting, must provide written
notice of such business to the Company. Such notice must be received by the Company by the
Company’s secretary (or, if none is appointed, any other Officer) at its principal
office no later than the close of business on the 90 th day nor earlier than the
close of business on the 150 th day prior to the anniversary date of the immediately
preceding annual general meeting. Pursuant to Rule 14a-8 under the Exchange Act, proposals
seeking inclusion in the annual proxy statement must comply with the notice periods contained
therein. |

22.2 | To
be in proper written form, a Member’s notice to the Company’s secretary (or,
if none is appointed, any other Officer) with respect to any business (other than nominations)
must set forth as to each such matter such Member proposes to bring before the annual general
meeting (i) a brief description of the business desired to be brought before the annual general
meeting, the text of the proposal or business (including the text of any resolutions proposed
for consideration and in the event such business includes a proposal to amend these Articles,
the language of the proposed amendment) and the reasons for conducting such business at the
annual general meeting, (ii) the name and record address of such Member and the name and
address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the
class and number of Shares that are owned beneficially and of record by such Member and by
the beneficial owner, if any, on whose behalf the proposal is made, (iv) a description of
all arrangements or understandings between such Member and the beneficial owner, if any,
on whose behalf the proposal is made and any other person or persons (including their names)
in connection with the proposal of such business by such Member, (v) any material interest
of such Member and the beneficial owner, if any, on whose behalf the proposal is made in
such business and (vi) a representation that such Member intends to appear in person or by
proxy at the annual general meeting to bring such business before the annual general meeting. |

23 | Proceedings
at General Meetings |

23.1 | No
business shall be transacted at any general meeting unless a quorum is present. The holders
of at least one-third of the Shares being individuals present in person or by proxy or if
a corporation or other non-natural person by its duly authorised representative or proxy
shall be a quorum. |

23.2 | A
person may participate at a general meeting by conference telephone or other communications
equipment by means of which all the persons participating in the meeting can communicate
with each other. Participation by a person in a general meeting in this manner is treated
as presence in person at that meeting. |

23.3 | 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. |

23.4 | If
a quorum is not present within half an hour from the time appointed for the meeting to commence
or if during such a meeting a quorum ceases to be present, the meeting shall stand adjourned
to the same day in the next week at the same time and/or place or to such other 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 the time appointed for the meeting to commence, the
Members present shall be a quorum. |

23.5 | The
Directors may, at any time prior to the time appointed for the meeting to commence, appoint
any person to act as chairman of a general meeting of the Company or, if the Directors do
not make any such appointment, the chairman, if any, of the board of Directors shall preside
as chairman at such general meeting. If there is no such chairman, or if he shall not be
present within fifteen minutes after the time appointed for the meeting to commence, or is
unwilling to act, the Directors present shall elect one of their number to be chairman of
the meeting. The chairman from time to time may adopt certain rules and regulations for the
conduct of meetings as he or she sees fit. |

23.6 | If
no Director is willing to act as chairman or if no Director is present within fifteen minutes
after the time appointed for the meeting to commence, the Members present shall choose one
of their number to be chairman of the meeting. |

23.7 | The
chairman may, with the consent of a meeting at which a quorum is present (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 at any adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place. |

23.8 | When
a general meeting is adjourned for thirty days or more, notice of the adjourned 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 meeting. |

23.9 | If,
prior to a Business Combination, a notice is issued in respect of a general meeting and the
Directors, in their absolute discretion, consider that it is impractical or undesirable for
any reason to hold that general meeting at the place, the day and the hour specified in the
notice calling such general meeting, the Directors may postpone the general 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 promptly given to all Members. No business shall be transacted at any
postponed meeting other than the business specified in the notice of the original meeting. |

23.10 | When
a general meeting is postponed for thirty days or more, notice of the postponed 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 meeting. All proxy forms submitted for the original general
meeting shall remain valid for the postponed meeting. The Directors may postpone a general
meeting which has already been postponed. |

23.11 | A
resolution put to the vote of the meeting shall be decided on a poll. |

23.12 | A
poll shall be taken as the chairman directs, and the result of the poll shall be deemed to
be the resolution of the general meeting at which the poll was demanded. |

23.13 | A
poll demanded on the election of a chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such date, time and place
as the chairman of the general meeting directs, and any business other than that upon which
a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. |

23.14 | In
the case of an equality of votes the chairman shall be entitled to a second or casting vote. |

24 | Votes
of Members |

24.1 | Subject
to any rights or restrictions attached to any Shares, including as set out at Articles 30.1
and 48, every Member present in any such manner shall have one vote for every Share of which
he is the holder. |

24.2 | In
the case of joint holders the vote of the senior holder who tenders a vote, whether in person
or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised
representative or proxy), shall be accepted to the exclusion of the votes of the other joint
holders, and seniority shall be determined by the order in which the names of the holders
stand in the Register of Members. |

24.3 | A
Member of unsound mind, or in respect of whom an order has been made by any court, having
jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person
on such Member’s behalf appointed by that court, and any such committee, receiver,
curator bonis or other person may vote by proxy. |

24.4 | No
person shall be entitled to vote at any general meeting unless he is registered as a Member
on the record date for such meeting nor unless all calls or other monies then payable by
him in respect of Shares have been paid. |

24.5 | No
objection shall be raised as to the qualification of any voter except at the general meeting
or adjourned general meeting at which the vote objected to is given or tendered and every
vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance
with this Article shall be referred to the chairman whose decision shall be final and conclusive. |

24.6 | Votes
may be cast either personally or by proxy (or in the case of a corporation or other non-natural
person by its duly authorised representative or proxy). A Member may appoint more than one
proxy or the same proxy 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 specify the number of
Shares in respect of which each proxy is entitled to exercise the related votes. |

24.7 | A
Member holding more than one Share need not cast the votes in respect of his 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 and/or abstain from voting a Share or some or all of the Shares
and, subject to the terms of the instrument appointing him, a proxy appointed under one or
more instruments may vote a Share or some or all of the Shares in respect of which he is
appointed either for or against a resolution and/or abstain from voting a Share or some or
all of the Shares in respect of which he is appointed. |

25 | Proxies |

25.1 | The
instrument appointing a proxy shall be in writing and shall be executed under the hand of
the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation
or other non natural person, under the hand of its duly authorised representative. A proxy
need not be a Member. |

25.2 | The
Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument
of proxy sent out by the Company, specify the manner by which the instrument appointing a
proxy shall be deposited and the place and the time (being not later than the time appointed
for the commencement of the meeting or adjourned meeting to which the proxy relates) at which
the instrument appointing a proxy shall be deposited. In the absence of any such direction
from the Directors in the notice convening any meeting or adjourned meeting or in an instrument
of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically
at the Registered Office on a business day not less than 48 hours before the time appointed
for the meeting or adjourned meeting to commence at which the person named in the instrument
proposes to vote. For the purposes of this Article, 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 the location of the Registered Office. |

25.3 | The
chairman may in any event at his discretion declare that an instrument 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 not been declared to have been duly deposited by the chairman, shall
be invalid. |

25.4 | The
instrument appointing a proxy may be in any usual or common form (or such other form as the
Directors may approve) and may be expressed to be for a particular meeting or any adjournment
thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include
the power to demand or join or concur in demanding a poll. |

25.5 | Votes
given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or insanity of the principal or revocation of the proxy or of the authority
under which the proxy was executed, or the transfer of the Share in respect of which the
proxy is given unless notice in writing of such death, insanity, revocation or transfer was
received by the Company at the Registered Office on a business day before the commencement
of the general meeting, or adjourned meeting at which it is sought to use the proxy. For
the purposes of this Article, 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 the location of the Registered Office. |

26 | Corporate
Members |

26.1 | Any
corporation or other non-natural person which is a Member may in accordance with its constitutional
documents, or in the absence of such provision by resolution of its directors or other governing
body, authorise 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 authorised shall be entitled
to exercise the same powers on behalf of the corporation which he represents as the corporation
could exercise if it were an individual Member. |

26.2 | If
a Clearing House (or its nominee(s)), being a corporation, is a Member, it 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 Members provided that the authorisation shall specify the
number and class of Shares in respect of which each such representative is so authorised.
Each person so authorised under the provisions of this Article shall be deemed to have been
duly authorised without further 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 such person was
the registered holder of such Shares held by the Clearing House (or its nominee(s)). |

27 | Shares
that may not be Voted |

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.

28 | Directors |

There
shall be a board of Directors consisting of not less than one person provided however that, subject to the requirement to have at least
one Director, the Directors may from time to time fix the maximum and minimum number of Directors to be appointed by resolution of the
board of Directors.

29 | Powers
of Directors |

29.1 | Subject
to the provisions of the Statute, the Memorandum and the Articles and to any directions given
by Special Resolution, the business of the Company shall be managed by the Directors who
may exercise all the powers of the Company. No alteration of the Memorandum or Articles and
no such direction shall invalidate any prior act of the Directors 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 at which a quorum is present may exercise all powers exercisable by
the Directors. |

29.2 | All
cheques, promissory notes, drafts, bills of exchange and other negotiable or 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 manner as the Directors shall determine
by resolution. |

29.3 | The
Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement
to any Director who has held any other salaried office or place of profit with the Company
or to his widow or dependants and may make contributions to any fund and pay premiums for
the purchase or provision of any such gratuity, pension or allowance. |

29.4 | The
Directors may exercise all the powers of the Company to borrow money and to mortgage or charge
its undertaking, property and assets (present and future) and uncalled capital or any part
thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities
whether outright or as security for any debt, liability or obligation of the Company or of
any third party. |

30 | Appointment
and Removal of Directors |

30.1 | Subject
to Article 28, prior to the closing of a Business Combination, the Company may by Ordinary
Resolution of the holders of the Class B Shares appoint any person to be a Director or may
by Ordinary Resolution of the holders of the Class B Shares remove any Director. For the
avoidance of doubt, prior to the closing of a Business Combination, holders of Class A Shares
shall have no right to vote on the appointment or removal of any Director. |

30.2 | Subject
to Article 28, the Directors may appoint any person to be a Director, either to fill a vacancy
or as an additional Director. |

30.3 | Subject
to Article 28, after the consummation of a Business Combination, the Company may by Ordinary
Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. |

31 | Vacation
of Office of Director |

31.1 | The
office of a Director shall be vacated if: |

| (a) | the
Director gives notice in writing to the Company that he resigns the office of Director; or |

| (b) | the
Director absents himself (for the avoidance of doubt, without being represented by proxy)
from three consecutive meetings of the board of Directors without special leave of absence
from the Directors, and the Directors pass a resolution that he has by reason of such absence
vacated office; or |

| (c) | the
Director dies, becomes bankrupt or makes any arrangement or composition with his creditors
generally; or |

| (d) | the
Director is found to be or becomes of unsound mind; or |

| (e) | all
of the other Directors (being not less than two in number) determine that he should be removed
as a Director for Cause (and not otherwise), either by a resolution passed by all of the
other Directors at a meeting of the Directors duly convened and held in accordance with the
Articles or by a resolution in writing signed by all of the other Directors. |

32 | Proceedings
of Directors |

32.1 | The
quorum for the transaction of the business of the Directors may be fixed by the Directors,
and unless so fixed shall be two if there are two or more Directors, and shall be one if
there is only one Director. |

32.2 | Subject
to the provisions of the Articles, the Directors may regulate their proceedings 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 chairman shall have a second or casting vote. |

32.3 | A
person may participate in a meeting of the Directors or any committee of Directors by conference
telephone or other communications equipment by means of which all the persons participating
in the meeting can communicate 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. Unless otherwise
determined by the Directors, the meeting shall be deemed to be held at the place where the
chairman is located at the start of the meeting. |

32.4 | A
resolution in writing (in one or more counterparts) signed by all the Directors 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 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 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 and held. |

32.5 | A
Director may, or other Officer on the direction of a Director shall, call a meeting of the
Directors by at least two (2) days’ notice in writing to every Director which notice
shall set forth the general nature of 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 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 shall apply mutatis mutandis. |

32.6 | The
continuing Directors (or a sole continuing Director, as the case may be) may 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 the Articles as the necessary quorum of Directors the continuing
Directors or Director may act for the purpose of increasing the number of Directors to be
equal to such fixed number, or of summoning a general meeting of the Company, but for no
other purpose. |

32.7 | The
Directors may elect a chairman of their board and determine the period for which he is to
hold office; but if no such chairman is elected, or if at any meeting the chairman is not
present within five minutes after the time appointed for the meeting to commence, the Directors
present may choose one of their number to be chairman of the meeting. |

32.8 | All
acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding
that it is afterwards discovered that there was some defect in the appointment of any Director,
and/or that they 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 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, as the case may be. |

32.9 | A
Director may be represented at any meetings of the board of Directors by a proxy appointed
in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall
for all purposes be deemed to be that of the appointing Director. |

33 | Presumption
of Assent |

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 his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent
from such action with the person acting as the chairman 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.

34 | Directors’
Interests |

34.1 | A
Director may hold any other office or place of profit under the Company (other than the office
of Auditor) in conjunction with his office of Director for such period and on such terms
as to remuneration and otherwise as the Directors may determine. |

34.2 | A
Director may act by himself or by, through or on behalf of his firm in a professional capacity
for the Company and he or his firm shall be entitled to remuneration for professional services
as if he were not a Director. |

34.3 | A
Director may be or become a director or other officer of or otherwise interested in any company
promoted by the Company or in which the Company may be interested as a shareholder, a contracting
party or otherwise, and no such Director shall be accountable to the Company for any remuneration
or other benefits received by him as a director or officer of, or from his interest in, such
other company. |

34.4 | No
person shall be disqualified from the office of Director or prevented by such office from
contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such
contract or any contract or transaction 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 any
Director so contracting or being so interested be liable to account to the Company for any
profit realised by or arising in connection with any such contract or transaction by reason
of such Director holding office or of the fiduciary relationship thereby established. A Director
shall be at liberty to vote in respect of any contract or transaction in which he is interested
provided that the nature of the interest of any Director in any such contract or transaction
shall be disclosed by him at or prior to its consideration and any vote thereon. |

34.5 | A
general notice that a Director is a shareholder, director, officer or employee of any specified
firm or company and is to be regarded as interested in any transaction with such firm or
company shall be sufficient disclosure for the purposes of voting on a resolution in respect
of a contract or transaction in which he has an interest, and after such general notice it
shall not be necessary to give special notice relating to any particular transaction. |

35 | Minutes |

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.

36 | Delegation
of Directors’ Powers |

36.1 | The
Directors may delegate any of their powers, authorities and discretions, including the power
to sub-delegate, to any committee consisting of one or more Directors (including, without
limitation and as applicable, the Audit Committee, the Compensation Committee and the Nominating
and Corporate Governance Committee, if established). Any such delegation may be made subject
to any conditions the Directors may impose and either collaterally 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, the proceedings of a committee of Directors shall be governed by
the Articles regulating the proceedings of Directors, so far as they are capable of applying. |

36.2 | The
Directors may establish any committees, local boards or agencies or appoint 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, local boards or agencies. Any such appointment may be
made subject to any conditions the Directors may impose, and either collaterally 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 conditions, the proceedings of any such committee, local
board or agency shall be governed by the Articles regulating the proceedings of Directors,
so far as they are capable of applying. |

36.3 | The
Directors may adopt formal written charters for committees and, if so adopted, shall review
and assess the adequacy of such formal written charters on an annual basis. Each of these
committees shall be empowered to do all things necessary to exercise the rights of such committee
set forth in the Articles and shall have such powers as the Directors may delegate pursuant
to the Articles and as required by the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority or
otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and
the Nominating and Corporate Governance Committee, if established, shall consist of such
number of Directors as the Directors shall from time to time determine (or such minimum number
as may be required from time to time by the rules and regulations of the Designated Stock
Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority
or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated
Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee, if established, shall be made up of such number of Independent Directors
as is required from time to time by the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority or
otherwise under Applicable Law. |

36.4 | The
Directors may by power of attorney or otherwise appoint any person to be the agent of the
Company on such conditions as the Directors may determine, provided that the delegation is
not to the exclusion of their own powers and may be revoked by the Directors at any time. |

36.5 | The
Directors may by power of attorney or otherwise appoint any company, firm, person or body
of persons, whether nominated directly or indirectly by the Directors, to be the attorney
or authorised signatory of the Company for such purpose and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the Directors 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 appointment may contain such provisions for the protection
and convenience of persons dealing with any such attorneys or authorised signatories as the
Directors may think fit and may also authorise any such attorney or authorised signatory
to delegate all or any of the powers, authorities and discretions vested in him. |

36.6 | The
Directors may appoint such Officers as they consider necessary on such terms, at such remuneration
and to perform such duties, and subject to such provisions as to disqualification and removal
as the Directors may think fit. Unless otherwise specified in the terms of his appointment
an Officer may be removed by resolution of the Directors or Members. An Officer may vacate
his office at any time if he gives notice in writing to the Company that he resigns his office. |

37 | No
Minimum Shareholding |

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.

38 | Remuneration
of Directors |

38.1 | The
remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors
shall determine. The Directors shall also, whether prior to or after the consummation of
a Business Combination, be entitled to be paid all travelling, hotel and other expenses properly
incurred by them in connection with their attendance at meetings of Directors or committees
of Directors, or general meetings of the Company, or separate meetings of the holders of
any class of Shares or debentures 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 a fixed allowance
in respect thereof as may be determined by the Directors, or a combination partly of one
such method and partly the other. |

38.2 | The
Directors may by resolution approve additional remuneration to any Director for any services
which in the opinion of the Directors go beyond his ordinary routine work as a Director.
Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or
otherwise serves it in a professional capacity shall be in addition to his remuneration as
a Director. |

39 | Seal |

39.1 | The
Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the
authority of the Directors or of a committee of the Directors authorised by the Directors.
Every instrument to which the 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 by the Directors
for the purpose. |

39.2 | The
Company may have for use in any place or places outside the Cayman Islands 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 the addition on its face of the name of every place where it
is to be used. |

39.3 | A
Director or Officer, representative or attorney of the Company may without further authority
of the Directors affix the Seal over his signature alone to any document of the Company required
to be authenticated by him under seal or to be filed with the Registrar of Companies in the
Cayman Islands or elsewhere wheresoever. |

40 | Dividends,
Distributions and Reserve |

40.1 | Subject
to the Statute and this Article and except as otherwise provided by the rights attached to
any Shares, the Directors may resolve to pay Dividends and other distributions on Shares
in issue and authorise payment of the Dividends or other distributions out of the funds of
the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend
unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend
specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution
shall be paid except out of the realised or unrealised profits of the Company, out of the
share premium account or as otherwise permitted by law. |

40.2 | Except
as otherwise provided by the rights attached to any Shares, all Dividends 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 that it shall rank for Dividend as from a particular date, that
Share shall rank for Dividend accordingly. |

40.3 | The
Directors may deduct from any Dividend or other distribution payable to any Member all sums
of money (if any) then payable by him to the Company on account of calls or otherwise. |

40.4 | The
Directors may resolve that any Dividend or other distribution be paid wholly or partly by
the distribution of specific assets and in particular (but without limitation) by the distribution
of shares, debentures, 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, the Directors may settle
the same as they think expedient and in particular may issue fractional Shares and may fix
the value for distribution 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 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 to the Directors. |

40.5 | Except
as otherwise provided by the rights attached to any Shares, Dividends and other distributions
may be paid in any currency. The Directors may determine the basis of conversion for any
currency conversions that may be required and how any costs involved are to be met. |

40.6 | The
Directors may, before resolving to pay any Dividend or other distribution, 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 purpose of the Company and pending such application may,
at the discretion of the Directors, be employed in the business of the Company. |

40.7 | Any
Dividend, other distribution, interest or other monies payable in cash in respect 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 of the holder or, in the case of joint holders, to the
registered address of the holder who is first named on 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 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 receipts for any Dividends, other distributions,
bonuses, or other monies payable in respect of the Share held by them as joint holders. |

40.8 | No
Dividend or other distribution shall bear interest against the Company. |

40.9 | Any
Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed
after six months from the date on which such Dividend or other distribution becomes payable
may, in the discretion of the Directors, be paid into a separate account in the Company’s
name, provided that the Company shall not be constituted as a trustee 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 which remains unclaimed after a period of six years from
the date on which such Dividend or other distribution becomes payable shall be forfeited
and shall revert to the Company. |

41 | Capitalisation |

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.

42 | Books
of Account |

42.1 | The
Directors shall cause proper books of account (including, where applicable, material underlying
documentation including contracts and invoices) to be kept with respect to all sums of money
received and expended by the Company and the matters in respect of which the receipt or expenditure
takes place, all sales and purchases of goods by the Company and the assets and liabilities
of the Company. Such books of account must be retained for a minimum period of five years
from the date on 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 give a true and fair view of
the state of the Company’s affairs and to explain its transactions. |

42.2 | The
Directors shall determine whether and to what extent and at what times and 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 Members not being Directors and no Member (not being a Director)
shall have any right of inspecting any account or book or document of the Company except
as conferred by Statute or authorised by the Directors or by the Company in general meeting. |

42.3 | The
Directors may cause to be prepared and to be laid before the Company in general meeting profit
and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts
as may be required by law. |

43 | Audit |

43.1 | The
Directors may appoint an Auditor of the Company who shall hold office on such terms as the
Directors determine. |

43.2 | Without
prejudice to the freedom of the Directors to establish any other committee, if the Shares
(or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,
and if required by the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under
Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee
of the Directors and shall adopt a formal written Audit Committee charter and review and
assess the adequacy of the formal written charter on an annual basis. The composition and
responsibilities of the Audit Committee shall comply with the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at
least once every financial quarter, or more frequently as circumstances dictate. |

43.3 | If
the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock
Exchange, the Company shall conduct an appropriate review of all related party transactions
on an ongoing basis and shall utilise the Audit Committee for the review and approval of
potential conflicts of interest. |

43.4 | The
remuneration of the Auditor shall be fixed by the Audit Committee (if one exists). |

43.5 | If
the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming
incapable of acting by reason of illness or other disability at a time when his services
are required, the Directors shall fill the vacancy and determine the remuneration of such
Auditor. |

43.6 | Every
Auditor of the Company shall have a right of access at all times to the books and accounts
and vouchers of the Company and shall be entitled to require from the Directors and Officers
such information and explanation as may be necessary for the performance of the duties of
the Auditor. |

43.7 | Auditors
shall, if so required by the Directors, make a report on the accounts of the Company during
their tenure of office at the next annual general meeting following their appointment in
the case of a company which is registered with the Registrar of Companies as an ordinary
company, and at the next extraordinary general meeting following their appointment 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 term of office, upon request of the Directors or any general
meeting of the Members. |

43.8 | Any
payment made to members of the Audit Committee (if one exists) shall require the review and
approval of the Directors, with any Director interested in such payment abstaining from such
review and approval. |

43.9 | The
Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance
is identified, the Audit Committee shall be charged with the responsibility to take all action
necessary to rectify such non-compliance or otherwise cause compliance with the terms of
the IPO. |

43.10 | At
least one (1) member of the Audit Committee shall be an “audit committee financial
expert” as determined by the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority or
otherwise under Applicable Law. The “audit committee financial expert” shall
have such past employment experience in finance or accounting, requisite professional certification
in accounting, or any other comparable experience or background which results in the individual’s
financial sophistication. |

44 | Notices |

44.1 | Notices
shall be in writing and may be given by the Company to any Member either personally or by
sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown
in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail
address provided by such Member). Notice may also be served by Electronic Communication in
accordance with the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or by placing it
on the Company’s Website. |

44.2 | Where
a notice is sent by: |

| (a) | courier;
service of the notice shall be deemed to be effected by delivery of the notice to a courier
company, and shall be deemed to have been received on the third day (not including Saturdays
or Sundays or public holidays) following the day on which the notice was delivered to the
courier; |

| (b) | post;
service of the notice shall be deemed to be effected by properly addressing, pre paying and
posting a letter containing the notice, and shall be deemed to have been received on the
fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following
the day on which the notice was posted; |

| (c) | cable,
telex or fax; service of the notice shall be deemed to be effected by properly addressing
and sending such notice and shall be deemed to have been received on the same day that it
was transmitted; |

| (d) | e-mail
or other Electronic Communication; service of the notice shall be deemed to be effected by
transmitting the e-mail to the e-mail address provided by the intended recipient and shall
be deemed to have been received on the same day that it was sent, and it shall not be necessary
for the receipt of the e-mail to be acknowledged by the recipient; and |

| (e) | placing
it on the Company’s Website; service of the notice shall be deemed to have been effected
one hour after the notice or document was placed on the Company’s Website. |

44.3 | A
notice may be given by the Company to the person or persons which the Company 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 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, 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, 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 had not
occurred. |

44.4 | Notice
of every general meeting shall be given in any manner authorised by the Articles to every
holder of Shares carrying an entitlement to receive such notice on the record date for such
meeting except that in the 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 upon whom the
ownership of a Share devolves by reason of his being a legal personal representative or a
trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would
be entitled to receive notice of the meeting, and no other person shall be entitled to receive
notices of general meetings. |

45 | Winding
Up |

45.1 | If
the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction
of creditors’ claims in such manner and order as such liquidator thinks fit. Subject
to the rights attaching to any Shares, in a winding up: |

| (a) | if
the assets available for distribution amongst the Members shall be insufficient 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 be borne by the Members in proportion to the
par value of the Shares held by them; or |

| (b) | if
the assets available for distribution amongst the Members shall be more than sufficient to
repay the whole of the Company’s issued share capital at the commencement of the winding
up, the surplus shall be distributed 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 from
those Shares in respect of which there are monies due, of all monies payable to the Company
for unpaid calls or otherwise. |

45.2 | If
the Company shall be wound up the liquidator may, subject to the rights attaching to any
Shares and with the approval of a Special Resolution of the Company and any other approval
required by the Statute, divide amongst 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 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 classes of Members. The liquidator may, with the
like approval, vest the whole or any part of such assets in trustees upon such trusts 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 accept any asset upon which there is a liability. |

46 | Indemnity
and Insurance |

46.1 | Every
Director and Officer (which for the avoidance of doubt, shall not include auditors of the
Company), together with every former Director and former Officer (each an Indemnified
Person ) shall to the fullest extent permitted by Applicable Law be indemnified out of
the assets of the Company against any liability, action, proceeding, claim, demand, costs,
damages or expenses, 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 functions other than such
liability (if any) that they may incur by reason of their own actual fraud, wilful neglect
or wilful default. 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) of the carrying out of their
functions unless that liability arises through the actual fraud, wilful neglect or wilful
default of such Indemnified Person. No person shall be found to have committed actual fraud,
wilful neglect or wilful default under this Article unless or until a court of competent
jurisdiction shall have made a finding to that effect. |

46.2 | Each
Member specifically agrees to waive any claim or right of action such Member might have,
whether individually or by, or in, the right of the Company, against any Director or Officer
in connection with new or competing merger bids or proposals which are proffered to the Board
at any time after the execution of a definitive agreement concerning a Business Combination
provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty
in relation to the Company which may attach to such Director or Officer. |

46.3 | The
Company shall advance to each Indemnified Person reasonable attorneys’ fees and other
costs and expenses incurred in connection with the defence of any action, suit, proceeding
or investigation involving such Indemnified Person for which indemnity will or could be sought.
In connection with any advance of any expenses hereunder, the Indemnified Person shall execute
an undertaking to repay the advanced amount to the Company if it shall be determined by final
judgment or other final adjudication that such Indemnified Person was not entitled to indemnification
pursuant to this Article. If it shall be determined by a final judgment or other final adjudication
that such Indemnified Person was not entitled to indemnification with respect to such judgment,
costs or expenses, then such party shall not be indemnified with respect to such judgment,
costs or expenses and any advancement shall be returned to the Company (without interest)
by the Indemnified Person. |

46.4 | The
Directors, on behalf of the Company, may purchase and maintain insurance for the benefit
of any Director or other Officer against any liability which, by virtue of any rule of law,
would otherwise attach to such person 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. |

47 | Financial
Year |

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.

48 | Transfer
by Way of Continuation |

48.1 | 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 passed in accordance with this
Article 48, 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. |

48.2 | Prior
to the closing of a Business Combination, only the holders of the Class B Shares shall carry
the right to vote on any Special Resolution to approve a transfer by way of continuation
pursuant to this Article (including any Special Resolution required to amend the constitutional
documents of the Company or to adopt new constitutional documents of the Company, in each
case, as a result of the Company approving a transfer by way of continuation in a jurisdiction
outside the Cayman Islands). |

49 | 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.

50 | Business
Combination |

50.1 | Notwithstanding
any other provision of the Articles, this Article shall apply during the period commencing
upon the adoption of the Articles and terminating upon the first to occur of the consummation
of a Business Combination and the full distribution of the Trust Account pursuant to this
Article. In the event of a conflict between this Article and any other Articles, the provisions
of this Article shall prevail. |

50.2 | Prior
to the consummation of a Business Combination, the Company shall either: |

| (a) | submit
such Business Combination to its Members for approval; or |

| (b) | provide
Members holding Public Shares with the opportunity to have their Public Shares repurchased
by 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, calculated as of two business days
prior to the consummation of such Business Combination, including interest earned on the
Trust Account (less taxes payable), divided by the number of then issued and outstanding
Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed
Business Combination to which it relates. |

50.3 | If
the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of
the Exchange Act in connection with a proposed Business Combination, it shall file tender
offer documents with the Securities and Exchange Commission prior to completing such Business
Combination which contain substantially the same financial and other information about such
Business Combination and the redemption rights as is required under Regulation 14A of the
Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed
Business Combination, the Company will conduct any redemptions in conjunction with a proxy
solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender
offer rules, and file proxy materials with the Securities and Exchange Commission. |

50.4 | At
a general meeting called for the purposes of approving a Business Combination pursuant to
this Article, in the event that such Business Combination is approved by Ordinary Resolution,
the Company shall be authorised to consummate such Business Combination. |

50.5 | Any
Member holding Public Shares who is not an Initial Shareholder, Officer or Director may,
in connection with any vote on a proposed Business Combination, elect to have their Public
Shares redeemed for cash in accordance with any applicable requirements provided for in the
related proxy materials (the IPO Redemption ), including, without limitation, such
requirements with respect to the deadline for making such election (the Election Deadline ),
provided that (a) no such Member, together with any Affiliate of such Member or any other
person with whom such Member is acting in concert or as a “group” (as defined
under Section 13 of the Exchange Act) may exercise this redemption right with respect to
more than fifteen per cent (15%) of the Public Shares in the aggregate without the prior
consent of the Company and (b) if the Company requires in its sole discretion, any holder
that holds Public Shares beneficially through a nominee must identify itself to the Company
in connection with any redemption election in order to validly redeem such Public Shares.
Notwithstanding the foregoing sentence, the board of Directors may, at any time and either
before or after the initially scheduled vote on a Business Combination, in its sole discretion
extend the Election Deadline to a later date and may extend an Election Deadline which has
already been extended. If so demanded, the Company shall pay any such redeeming Member, regardless
of whether he is abstaining from voting on or voting for or against such proposed Business
Combination, a per-Share redemption price payable in cash, equal to the aggregate amount
then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the Business Combination, including interest earned on the funds held in the Trust Account
(less taxes payable), divided by the number of then issued and outstanding Public Shares
(such redemption price being referred to herein as the Redemption Price ), subject
to Applicable Law, but only in the event that the applicable proposed Business Combination
is approved and consummated. |

50.6 | A
Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors
determine (in their sole discretion) to permit the withdrawal of such redemption request
(which they may do in whole or in part). |

50.7 | In
the event that the Company does not consummate a Business Combination within the Completion
Window, the Company shall: |

| (a) | cease
all operations except for the purpose of winding up; |

| (b) | as
promptly as reasonably possible but not more than ten (10) business days thereafter, subject
to lawfully available funds, 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 interest earned
on the funds held in the Trust Account (which interest shall be less taxes payable and less up
to $100,000 to pay dissolution expenses), divided by the number of Public Shares
then issued and outstanding, which redemption will completely extinguish public Members’
rights as Members (including the right to receive further liquidation distributions, if any)
subject to applicable law; and |

| (c) | as
promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining Members and the Directors, liquidate and dissolve, |

subject
in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject
to the other requirements of Applicable Law.

50.8 | In
the event that any amendment is made to the Articles: |

| (a) | to
modify the substance or timing of the Company’s obligation to allow redemption in connection
with a Business Combination or to redeem one hundred per cent (100%) of the Public Shares
if the Company has not consummated a Business Combination within the Completion Window; or |

| (b) | with
respect to any other material provision relating to the rights of holders of Class A Shares
or pre-initial Business Combination activity, |

each
holder of Public Shares who is not an Initial Shareholder, Officer or Director shall be provided with the opportunity to redeem their
Public Shares upon the 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 earned on the funds held in the Trust Account (less taxes payable), divided by the number of
Public Shares then issued and outstanding, subject to Applicable Law.

50.9 | Except
for any amounts released to pay the Company’s taxes, none of the funds in the Trust
Account shall be released from the Trust Account until the earlier of: (i) an IPO Redemption
pursuant to Article 50.5; (ii) a repurchase of Shares by means of a tender offer pursuant
to Article 50.2(b); (iii) a distribution of the Trust Account pursuant to Article 50.7; or
(iv) an amendment under Article 50.8. A holder of Public Shares shall be entitled to receive
distributions from the Trust Account only in the event of (i) to (iv) under this Article
50.9. In no other circumstance shall a holder of Public Shares have any right or interest
of any kind in the Trust Account. |

50.10 | Except
in connection with the conversion of Class B Shares into Class A Shares pursuant to Article
17 where the holders of such Shares have waived any right to receive funds from the Trust
Account, after the issue of Public Shares, and prior to the consummation of a Business Combination,
the Company shall not issue additional Shares or any other securities that would entitle
the holders thereof to: |

| (a) | receive
funds from the Trust Account; or |

| (b) | vote
as a class with Public Shares on a Business Combination. |

50.11 | A
Director may vote in respect of a Business Combination in which such Director has a conflict
of interest with respect to the evaluation of such Business Combination. Such Director must
disclose such interest or conflict to the other Directors. |

50.12 | The
Company shall not enter into an initial Business Combination solely with another blank cheque
company or a similar company with nominal operations. |

50.13 | The
Company may enter into a Business Combination with a target business that is an Affiliate
of the Sponsor, an Officer or a Director. In the event the Company seeks to complete a Business
Combination with a target business that is an Affiliate of the Sponsor, an Officer or a Director,
the Company, or a committee of Independent Directors, shall obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders such valuation
opinions, stating that the consideration to be paid by the Company in such a Business Combination
is fair to the Company from a financial point of view. |

51 | Certain
Tax Filings |

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 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 US state
or federal governmental authorities or foreign governmental authorities 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.

52 | Business
Opportunities |

52.1 | To
the fullest extent permitted by Applicable Law, no individual serving as a Director or an
Officer shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines
of business as the Company. To the fullest extent permitted by Applicable Law, the Company
renounces any interest or expectancy of the Company in, or in being offered an opportunity
to participate in, any potential transaction or matter which (a) may be a corporate opportunity
for any Director or Officer, on the one hand, and the Company, on the other or (b) the presentation
of which would breach an existing legal obligation of a Director or Officer to any other
entity. Except to the extent expressly assumed by contract, to the fullest extent permitted
by Applicable Law, no Director or Officer shall have a duty to communicate or offer any such
corporate opportunity to the Company and shall not be liable to the Company or its Members
for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of
the fact that such person pursues or acquires such corporate opportunity for itself, himself
or herself, directs such corporate opportunity to another person, or does not communicate
information regarding such corporate opportunity to the Company. |

52.2 | Except
as provided elsewhere in this Article, to the fullest extent permitted by Applicable Law
the Company hereby renounces any interest or expectancy of the Company in, or in being offered
an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for both the Company and a Director or Officer, about which a Director and/or
Officer acquires knowledge. |

52.3 | To
the extent a court might hold that the conduct of any activity related to a corporate opportunity
that is renounced in this Article to be a breach of duty to the Company or its Members, the
Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims
and causes of action that the Company may have for such activities. To the fullest extent
permitted by Applicable Law, the provisions of this Article apply equally to activities conducted
in the future and that have been conducted in the past. |

52.4 | Notwithstanding
anything to the contrary in this Article, such renouncement shall not apply to any business
opportunity that is expressly offered to such person solely in his or her capacity as a Director
or Officer of the Company and it is an opportunity the Company is able to complete on a reasonable
basis. |

53 | Exclusive
Jurisdiction |

53.1 | Unless
the Company consents in writing to the selection of an alternative forum, the courts of the
Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of
or in connection with the Memorandum, the Articles or otherwise related in any way to each
Member’s shareholding in the Company, including but not limited to: |

| (a) | any
derivative action or proceeding brought on behalf of the Company; |

| (b) | any
action asserting a claim of breach of any fiduciary or other duty owed by any current or
former Director, Officer or other employee of the Company to the Company or the Members; |

| (c) | any
action asserting a claim arising pursuant to any provision of the Statute, the Memorandum
or the Articles; or |

| (d) | any
action asserting a claim against the Company governed by the “Internal Affairs Doctrine”
(as such concept is recognised under the laws of the United States of America). |

53.2 | Each
Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands
over all such claims or disputes. |

53.3 | Without
prejudice to any other rights or remedies that the Company may have, each Member acknowledges
that damages alone would not be an adequate remedy for any breach of the selection of the
courts of the Cayman Islands as exclusive forum and that accordingly the Company shall be
entitled, without proof of special damages, to the remedies of injunction, specific performance
or other equitable relief for any threatened or actual breach of the selection of the courts
of the Cayman Islands as exclusive forum. |

53.4 | This
Article 53 shall not apply to any action or suits brought to enforce any liability or duty
created by the U.S. Securities Act of 1933, as amended, the Exchange Act, or any claim for
which 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 forum for determination of such a claim. |

### EX-4.1 - WARRANT AGREEMENT, DATED AS OF MAY 21, 2026, BY AND BETWEEN THE COMPANY AND CONT
EX-4.1
4
ea029210001ex4-1.htm
WARRANT AGREEMENT, DATED AS OF MAY 21, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT

Exhibit 4.1

WARRANT
AGREEMENT

between

BurTech
Acquisition Corp II

and

continental
stock transfer & trust company

Dated as of May 21 ,
2026

THIS WARRANT AGREEMENT (this “ Agreement ”),
dated as of May 21, 2026, is by and between BurTech Acquisition Corp II, a Cayman Islands exempted company (the “ Company ”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “ Warrant
Agent ,” and also referred to herein as the “ Transfer Agent ”).

WHEREAS, the Company is engaged in an initial
public offering (the “ Offering ”) of units of the Company’s equity securities, each such unit comprised
of one Class A ordinary share of the Company, par value $0.0001 per share (“ Class A Shares ”), and one redeemable
Public Warrant (as defined below) (the “ Units ”) and, in connection therewith, has determined to issue and deliver
up to 8,000,000 warrants (or up to 9,200,000 warrants if the Over-allotment Option (as defined below) is exercised in full) to public
investors in the Offering (the “ Public Warrants ”);

WHEREAS, the Company entered into that certain
Sponsor Private Placement Unit Agreement with BurTech Sponsor II LLC, a Delaware limited liability company (the “ Sponsor ”),
pursuant to which the Sponsor agreed to up to 222,000 private placement units (or up to 240,000 Private Placement Units if the underwriters
in the Offering exercise their Over-allotment Option in full), and that certain Founder Shares and Private Placement Units Purchase Agreement
with an accredited investor for the purchase of 30,000 private placement units (whether or not the underwriters exercise their over-allotment
option) simultaneously with the closing of the Offering (the “ Sponsor Private Placement Units ” and the “ Investor
Private Placement Units ” respectively, and together, the “ Private Placement Units ”) at a purchase
price of $10.00 per Private Placement Unit, and each Private Placement Unit is identical to the Public Units, with each Private Placement
Unit comprised of one Class A Ordinary Share and on redeemable warrant, where the private placement warrants (the “ Private
Placement Warrants ”) will be identical to the Public Warrant, except bearing the legend set forth in Exhibit A hereto;

WHEREAS, the Company was incorporated for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses (a “ Business Combination ”);

WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s
officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, which such loans may be convertible
into additional Private Placement Units at a price of $10.00 per Private Placement Unit;

WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “ Commission ”) a registration statement on Form S-1, File No. 333-295232 (the “ Registration
Statement ”) and a prospectus (the “ Prospectus ”), for the registration, under the Securities Act
of 1933, as amended (the “ Securities Act ”), of the Units, the Public Warrants, the Class A Shares included in
the Units, and the Class A Shares issuable upon exercise of the Public Warrants;

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

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

WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
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:

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

2. Warrants .

2.1 Form of Warrant. Each Warrant
shall initially be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit
B hereto (and shall indicate whether the Warrant is a Public Warrant or Private Placement Warrant), the provisions of which are
incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Company’s board of directors
(the “ Board ”), President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary
or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant 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. All of the Public Warrants shall initially be represented by
one or more book-entry certificates (each, a “ Book-Entry Warrant Certificate ”).

2.2 Effect of Countersignature. If
a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3 Registration .

2.3.1 Warrant Register. The Warrant
Agent shall maintain books (the “ Warrant Register ”) for the registration of the initial issuance of the Warrants
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry
Warrant Certificates deposited with The Depository Trust Company (the “ Depositary ”) and registered in the name
of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate,
or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “ Participant ”).

If the Depositary subsequently ceases to make
its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other
arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have
the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to
the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to
the Depositary definitive certificates in physical form evidencing such Warrants (“ Definitive Warrant Certificate ”).
Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit B, with appropriate insertions, modifications
and omissions, as provided above.

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

2.4 Detachability of Warrants. The
Class A Shares and Public Warrants comprising the Units shall begin separate trading on the 52 nd day following the
date of the Prospectus or, if such 52 nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which
banks in New York City are generally open for normal business (a “ Business Day ”), then on the immediately succeeding
Business Day following such date, or earlier (the “ Detachment Date ”) with the consent of D. Boral Capital
LLC , as representative of the several underwriters, but in no event shall the Class
A Shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K
with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including
the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering
(the “ Over-allotment Option ”), if the Over-allotment Option is exercised prior to the filing of the Current
Report on Form 8-K, and (B) the Company issues a press release and files with the Commission a Current Report on Form 8-K announcing when
such separate trading shall begin.

2.5 No Fractional Warrants Other Than
as Part of Units . The Company shall not issue fractional Warrants other than as part of the Units. If, upon the detachment of Public
Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round
down to the nearest whole number the number of Warrants to be issued to such holder.

2.6 Private Placement Warrants. The
Private Placement Warrants shall be identical to the Public Warrants, except that the Private Placement Warrants: (i) shall not be redeemable
by the Company; (ii) may not (including the Class A Shares issued upon exercise of the Private Placement Warrants) be transferred, assigned
or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination; (iii) may be exercised
for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; and (iv) are not subject to the cashless exercise
provisions of Section 7.4(b) ; provided, however, that notwithstanding the provisions of clause (ii), the
Private Placement Warrants and any Class A Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders
thereof:

(a) to the Company’s officers or directors,
any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates,
any affiliates of the Sponsor, or any employees of such affiliates;

(b) in the case of an individual, by gift to a
member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate
family, an affiliate of such individual or to a charitable organization;

(d) in the case of an individual, pursuant to
a qualified domestic relations order;

(e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at
prices no greater than the price at which the Class A Shares or Warrants were originally purchased;

(f) by virtue of the laws of the Cayman Islands,
Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor;

(g) in the event of the Company’s liquidation
prior to the consummation of a Business Combination; and

(h) in the event that, subsequent to the consummation
of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results
in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided,
however, that, in the case of clauses (a) through (f), these transferees (the “ Permitted Transferees ”)
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions
contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers
and directors.

3. Terms and Exercise of Warrants .

3.1 Warrant Price. Each Warrant
shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, including without limitation, subsection
3.3.5 , to purchase from the Company the number of Class A Shares stated therein, at the price of $11.50 per share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “ Warrant
Price ” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to
a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which the Class A Shares may
be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the
Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission,
any national securities exchange on which the Warrants are listed or applicable law), provided, that the Company shall provide at least
twenty (20) days’ prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such
reduction shall be identical among all of the Warrants.

3.2 Duration of Warrants. A Warrant
may be exercised only during the period (the “ Exercise Period ”) commencing on the date that is thirty (30) days
after the first date on which the Company completes an initial Business Combination, and terminating on the earliest to occur of: (i)
5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination,
(ii) the liquidation of the Company, and (iii) other than with respect to the Private Placement Warrants, 5:00 p.m., New York City time
on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “ Expiration Date ”); provided , however, that
the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 hereof,
with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined below)
(other than with respect to a Private Placement Warrant) in the event of a redemption (as set forth in Section 6 hereof),
each outstanding Warrant (other than a Private Placement Warrant in the event of a redemption) not exercised on or before the Expiration
Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00
p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided , that the Company shall provide at least twenty (20) days prior written notice of any such extension
to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

3.3 Exercise of Warrants .

3.3.1 Payment. Subject to the
provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5 , a Warrant may be exercised by
the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate
evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “ Book-Entry
Warrants ”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes
in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“ Election to Purchase ”)
Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the
Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares
and the issuance of such Class A Shares, as follows:

(a) in lawful money of the United States, in good
certified check or wire payable to the Warrant Agent or by wire transfer of immediately available funds;

(b) in the event of a redemption pursuant to Section
6 hereof in which the Board has elected to require all holders of the Public Warrants to exercise such Warrants on a “cashless
basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product
of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value,” as defined in
this subsection 3.3.1(b) , over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(b) and Section 6.3 , the “ Fair Market Value ” shall mean the average last reported
sale price of the Class A Shares for the ten (10) trading days ending on the third (3 rd ) trading day prior to the date on which
the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;

(c) with respect to any Private Placement Warrant,
by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number
of Class A Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value,” as defined
in this subsection 3.3.1(c), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection
3.3.1(c) , the “ Sponsor Exercise Fair Market Value ” shall mean the average last reported sale price of the
Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant
is sent to the Warrant Agent; or

(d) with respect to the Public Warrants, as provided
in Section 7.4 hereof.

3.3.2 Issuance of Class A Shares on Exercise .
As soon as practicable after the exercise of any Warrant and, if payment is pursuant to subsection 3.3.1(a) hereof, the
clearance of the funds in payment of the Warrant Price, the Company shall issue to the Registered Holder of such Warrant a book-entry
position or certificate, as applicable, for the number of Class A Shares to which he, she or it is entitled, registered in such name or
names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned
Warrant, as applicable, for the number of Class A Shares as to which such Warrant shall not have been exercised. If fewer than all the
Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary,
its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining
after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A Shares pursuant to the exercise
of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with
respect to the Class A Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to
the Company’s satisfying its obligations under Section 7.4 . No Warrant shall be exercisable and the Company shall not
be obligated to issue Class A Shares upon exercise of a Warrant unless the Class A Shares issuable upon such Warrant exercise have been
registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of
the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with
respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant. In no event will the Company be required
to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis” pursuant to subsection 7.4.1(b) hereof. If, by reason of any exercise of Warrants on a “cashless basis,”
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Class A Share, the
Company shall round down to the nearest whole number the number of Class A Shares to be issued to such holder.

3.3.3 Valid Issuance . All Class A
Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

3.3.4 Date of Issuance. Each
person in whose name any book-entry position or certificate, as applicable, for Class A Shares is issued shall for all purposes be deemed
to have become the holder of record of such Class A Shares on the date on which the Warrant, or book-entry position representing such
Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case
of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company
or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Class A Shares at
the close of business on the next succeeding date on which the share transfer books or book-entry system of the Warrant Agent are open.

3.3.5 Maximum Percentage . A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5 ; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she
or it makes such election. If the election is made by a holder, such holder shall not have the right to exercise such Warrant, to the
extent that after giving effect to such exercise, such person (together with such person’s affiliates) or any “group”
of which Holder or its affiliates is a member, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may
specify) (the “ Maximum Percentage ”) of the Class A Shares issued and outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A Shares beneficially owned by such person and
its affiliates, or any group of which such person and its affiliates is a member, shall include the number of Class A Shares issuable
upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A Shares
that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its
affiliates, or any group of which such person and its affiliates is a member, and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates, or any group of which such person
and its affiliates is a member (including, without limitation, any convertible notes or convertible preference shares or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act
of 1934, as amended (the “ Exchange Act ”), and the applicable regulations of the Commission. For purposes
hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Commission,
and the percentage held by Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act.
To the extent that a holder makes the election described in this subsection 3.3.5 , the Warrant Agent shall not effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, unless such holder provides
to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to such exercise, such person (together
with such person’s affiliates) or any “group” of which Holder or its affiliates is a member, would not beneficially
own in excess of the Maximum Percentage of the Class A Shares issued and outstanding immediately after giving effect to such exercise
as determined in accordance with this subsection 3.3.5 . For purposes of the Warrant, in determining the number of issued and
outstanding Class A Shares, the holder may rely on the number of issued and outstanding Class A Shares as reflected in (1) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent
setting forth the number of Class A Shares issued and outstanding. For any reason at any time, upon the written request of the holder
of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Class A Shares
then issued and outstanding. In any case, the number of issued and outstanding Class A Shares shall be determined after giving effect
to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of issued and outstanding Class A Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time
increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the
Company.

4. Adjustments .

4.1 Share Capitalizations .

4.1.1 Share Subdivision . If after
the date hereof, and subject to the provisions of Section 4.7 hereof, the number of issued and outstanding Class A Shares
is increased by a share capitalization payable in Class A Shares, or by a of Class A Shares or other similar event, then, on the effective
date of such share capitalization, or similar event, the number of Class A Shares issuable on exercise of each Warrant shall be increased
in proportion to such increase in the issued and outstanding Class A Shares. A rights offering made to all or substantially all holders
of the Class A Shares entitling holders to purchase Class A Shares at a price less than the “Historical Fair Market Value”
(as defined below) shall be deemed a share capitalization of a number of Class A Shares equal to the product of (i) the number of Class
A Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for Class A Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A Share paid in such
rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1 , (i) if the rights
offering is for securities convertible into or exercisable for Class A Shares, in determining the price payable for Class A Shares, there
shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion,
and (ii) “ Historical Fair Market Value ” means the volume weighted average price of the Class A Shares as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Shares trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Shares shall be issued at less
than their par value.

4.1.2 Extraordinary Dividends . If
the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to all or substantially all of the holders of Class A Shares on account of such Class A Shares (or other of the Company’s
share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary
Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Class A Shares in connection with a proposed
initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A Shares in connection with a shareholder vote
to amend the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “ Charter ”)
(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 Class A Shares included in the Units sold in the Offering (the “ Public Shares ”)
if the Company does not complete the Business Combination within the period set forth in the Charter or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the
redemption of Public Shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event being referred to herein as an “ Extraordinary Dividend ”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Class
A Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2 , “ Ordinary Cash Dividends ”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Class A Shares during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding
cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A Shares issuable on
exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering and which amount shall be
adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or
cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A Shares issuable on exercise of each
Warrant).

4.2 Aggregation of Shares . If after
the date hereof, and subject to the provisions of Section 4.7 hereof, the number of issued and outstanding Class A Shares
is decreased by a consolidation, combination, reverse share subdivision or reclassification of Class A Shares or other similar event,
then, on the effective date of such consolidation, combination, reverse share subdivision, reclassification or similar event, the number
of Class A Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in the number of issued and outstanding
Class A Shares.

4.3 Adjustments in Warrant Price .
Whenever the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section
4.2 hereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares so purchasable immediately
thereafter.

4.4 Replacement of Securities upon Reorganization,
etc . In case of any reclassification or reorganization of the issued and outstanding Class A Shares (other than a change covered by Section
4.1 or 4.2 hereof or that solely affects the par value of such Class A Shares), or in the case of any merger
or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation
or merger in which the Company is the continuing corporation and is not a subsidiary of another entity whose shareholders did not own
all or substantially all of the Class A Shares of the Company in substantially the same proportions immediately before such transaction
and that does not result in any reclassification or reorganization of the issued and outstanding Class A Shares), or in the case of any
sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as
an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Shares of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares
of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised
his, her or its Warrant(s) immediately prior to such event(the “ Alternative Issuance ”); provided, however, that
(i) if the holders of the Class A Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or
other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the
Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount
received per share by the holders of the Class A Shares in such consolidation or merger that affirmatively make such election, and (ii)
if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A Shares (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided
for in the Charter or as a result of the redemption of Class A Shares by the Company if a proposed initial Business Combination is presented
to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker
thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of
which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 65% of the voting power of the Company’s outstanding
equity securities (including with respect to the election of directors), the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the weighted average of the amount of cash, securities or other property to which such holder would actually have been entitled
as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such
offer and participated in such tender or exchange offer on a pro rata basis with all other holders of Class A Shares, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in
this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the Class A Shares in the applicable
event is payable in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event,
and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be
reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to
such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below).
The “ Black-Scholes Warrant Value ” means the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“ Bloomberg ”),
as calculated by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good
faith judgment of the Board, qualified to make such calculation. For purposes of calculating such amount, (1) Section 6.1 shall be taken
into account, (2) the price of each Ordinary Share shall be the 10-Day Average Closing Price as of the effective date of the applicable
event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg determined as of
the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate
shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “ Per Share Consideration ”
means (i) if the consideration paid to holders of the Class A Shares consists exclusively of cash, the amount of such cash per Class A
Share, and (ii) in all other cases, the volume weighted average price of the Class A Shares as reported during the ten (10) trading day
period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results
in a change in Class A Shares covered by subsection 4.1.1 hereof, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2 or 4.3 and this Section 4.4. If any reclassification or reorganization
also results in a change in Class A Shares covered by subsection 4.1.1 hereof, then such adjustment shall be made pursuant
to subsection 4.1.1 or Sections 4.2 or 4.3 hereof and this Section 4.4 .
The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable
upon exercise of the Warrant.

4.5 Notices of Changes in Warrant .
Upon every adjustment of the Warrant Price or the number of Class A Shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of Class A Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is based; provided , however , that no
adjustment to the number of Class A Shares issuable upon exercise of a Warrant shall be required until cumulative adjustments amount to
one percent (1%) or more of the number of Class A Shares issuable upon exercise of a Warrant as last adjusted; provided , further ,
that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the
foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with
such carried forward adjustments) would result in a change of at least one percent (1%) in the number of Class A Shares issuable upon
exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1 , 4.2 , 4.3 , 4.4 or 4.6 hereof,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such
holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.

4.6 Issuance in Connection with a Business
Combination . If, in connection with a Business Combination, the Company (a) issues additional ordinary shares or equity-linked securities
at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined
by the Board in good faith and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any of
the Company’s Class B ordinary shares, par value $0.0001 per share (the “ Class B Ordinary Shares ”), issued
prior to the Offering and held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “ Newly Issued
Price ”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net
of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the Warrant Price will be adjusted (to the
nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the Redemption Trigger Price (as
defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
Solely for purposes of this Section 4.6 , the “ Market Value ” shall mean the volume weighted average
trading price of the Class A Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation
of the Business Combination.

4.6 No Fractional Shares . Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional Class A Shares upon the exercise of
Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the
nearest whole number the number of Class A Shares to be issued to such holder.

4.7 Form of Warrant . The form of Warrant
need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may
state the same Warrant Price and the same number of Class A Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided,
however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may
deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8 Other Events. In case any
event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4 are
strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the
Warrants and (ii) effectuate the intent and purpose of this Section 4 , then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

4.9 No Adjustment. For the avoidance
of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the
Class B Ordinary Shares into Class A Shares or the conversion of the Class B Ordinary Shares into Class A Shares, in each case, pursuant
to the Charter.

5. Transfer and Exchange of Warrants .

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

5.2 Procedure for Surrender of Warrants. Warrants
may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall
issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry
Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor
depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange
thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.

5.3 Transfers of Fractions of Warrants .
The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants which would require in the issuance
of a Warrant certificate or book-entry position for a fraction of a Warrant, except as part of the Units.

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

5.5 Warrant Execution and Countersignature .
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.6 Transfer of Warrants . Prior to
the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included,
and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit
on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing,
the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.

6. Redemption of Warrants .

6.1 Redemption of Warrants for Cash .
Subject to Section 6.4 hereof, all but not less than all of the outstanding Warrants may be redeemed for cash, at the
option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders
of the Warrants, as described in Section 6.2 hereof, at the price of $0.01 per Warrant (the “ Redemption Price ”); provided that
the last reported sale price of the Class A Shares has been at least $18.00 per share (subject to adjustment in compliance with Section
4 hereof) (the “ Redemption Trigger Price ”), on each of twenty (20) trading days within the thirty (30)
trading day period ending on the third (3 rd ) trading day prior to the date on which notice of the redemption is given; provided
further that there is an effective registration statement covering the Class A Shares issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 hereof)
or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof
and such cashless exercise is exempt from registration under the Securities Act.

6.2 Date Fixed for, and Notice of, Redemption .
In the event that the Company elects to redeem the Warrants pursuant to Section 6.1 hereof, the Company shall fix a date
for the redemption (the “ Redemption Date ”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “ 30-day Redemption Period ”)
to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received
such notice.

6.3 Exercise After Notice of Redemption .
The Warrants may be exercised, for cash (or on a “cashless basis” pursuant to subsection 3.3.1(b) hereof,
if applicable) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants
on a “cashless basis” pursuant to subsection 3.3.1(b) hereof, the notice of redemption shall contain instructions
on how to calculate the number of Class A Shares to be received upon exercise of the Warrants, including the “Fair Market Value”
(as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder
of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

6.4 Exclusion of Private Placement Warrants .
The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants.

7. Other Provisions Relating to Rights
of Holders of Warrants .

7.1 No Rights as Shareholder . A Warrant
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 meetings of shareholders or the election of directors of the Company or any other matter.

7.2 Lost, Stolen, Mutilated, or Destroyed
Warrants . If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant 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 Warrant, include the surrender thereof),
issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone.

7.3 Reservation of Class A Shares .
The Company shall at all times reserve and keep available a number of its authorized but unissued Class A Shares that shall be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4 Registration of Class A Shares; Cashless
Exercise at Company’s Option .

7.4.1 Registration of the Class A Shares .

(a) The Company agrees that as soon as practicable
after the closing of the Business Combination, but in no event later than twenty (20) Business Days after the closing of its initial Business
Combination, it shall use commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement,
or a new registration statement, registering, under the Securities Act, the issuance of the Class A Shares issuable upon exercise of the
Warrants. The Company shall use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such post-effective amendment or registration statement, and a current prospectus relating thereto, until the expiration or redemption
of the Warrants in accordance with the provisions of this Agreement.

(b) If any such post-effective amendment or registration
statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders
of the Public Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the
Business Combination and ending upon such post-effective amendment or registration statement being declared effective by the Commission,
and during any other period when the Company shall fail to have maintained an effective registration statement covering the Class A Shares
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance
with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Class A Shares per Warrant
equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the
excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes
of this subsection 7.4.1(b) , “ Fair Market Value ” shall mean the average last reported sale price
of the Class A Shares for the ten (10) trading days ending on the trading day prior to the date that notice of exercise is received by
the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise
is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise”
of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall
be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
with this subsection 7.4.1(b) is not required to be registered under the Securities Act and (ii) the Class A Shares issued
upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term
is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear
a restrictive legend.

(c) For the avoidance of doubt, the Private Placement
Warrants may be exercised at any time on a cashless basis pursuant to subsection 3.3.1(c).

(d) Except as provided in subsection 7.4.2 hereof,
for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to
be obligated to comply with its registration obligations under subsection 7.4.1(a).

7.4.2 Cashless Exercise at Company’s
Option . If the Class A Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that
they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act (or any successor rule),
the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a
“cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection
7.4.1 and (i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the Class A Shares issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary or (ii) if the Company does not so elect, the Company agrees to use commercially reasonable
to register or qualify for sale the Class A Shares issuable upon exercise of the Public Warrants under the blue sky laws of the state
of residence of the exercising Public Warrant holder to the extent an exemption is not available.

8. Concerning the Warrant Agent and Other
Matters .

8.1 Payment of Taxes . The Company
shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of Class A Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes
in respect of the Warrants or such Class A Shares.

8.2 Resignation, Consolidation, or Merger
of Warrant Agent .

8.2.1 Appointment of Successor Warrant
Agent. The Warrant 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 Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place
of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his,
her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, 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 Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant 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 Warrant Agent all such authority, powers, rights, immunities, duties,
and obligations.

8.2.2 Notice of Successor Warrant Agent. In
the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the
Transfer Agent for the Class A Shares not later than the effective date of any such appointment.

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

8.3 Fees and Expenses of Warrant Agent .

8.3.1 Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations
under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.

8.3.2 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 Warrant Agent for the carrying out or performing
of the provisions of this Agreement.

8.4 Liability of Warrant Agent .

8.4.1 Reliance on Company Statement. Whenever
in the performance of its duties under this Agreement, the Warrant 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, Chief Financial Officer, Chief Operating Officer, President, Executive Vice President, Vice President, Secretary
or Chairman of the Board or other principal officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon
such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2 Indemnity. The Warrant
Agent shall be liable hereunder only for its own, or its representatives’, gross negligence, willful misconduct, fraud, bad faith
or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities,
including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the
execution of this Agreement, except as a result of the Warrant Agent’s or its representatives’ gross negligence, willful misconduct,
fraud, bad faith or material breach of this Agreement.

8.4.3 Exclusions. The Warrant
Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any Class A Shares to be issued pursuant to this Agreement or any
Warrant or as to whether any Class A Shares shall, when issued, be valid and fully paid and non-assessable.

8.5 Acceptance of Agency. The
Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein
set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for,
and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A Shares through the exercise of the Warrants.

8.6 Waiver. The Warrant Agent
has no 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 into which the net proceeds of the Offering are deposited (“ Trust Account ”) and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

9. Miscellaneous Provisions .

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

9.2 Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant 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 (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with
the Warrant Agent), as follows:

BurTech Acquisition Corp II

Attention: Roman Livson, Chief Financial Officer

Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant 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 (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

in each case, with copies to:

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell Nussbaum; Julia Aryeh

mnussbaum@loeb.com;

jaryeh@loeb.com

Telephone: (212) 407-4000

D. Boral Capital LLC

590 Madison Avenue

39th Floor

New York, NY 10022

and

Norton Rose Fulbright – Underwriter Counsel

1301 Avenue of the Americas

New York, NY 10019

Attn: Anastasia Slivker

anastasia.slivker@nortonrosefulbright.com

9.3 Applicable Law; Exclusive Forum. The
validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State
of New York. 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 the exclusive forum for any such action, proceeding
or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created
by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum.

Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3 .
If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “ foreign action ”)
in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state
and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection
with any action brought in any such court to enforce the forum provisions (an “ enforcement action ”), and (y)
having service of process made upon such Warrant holder in any such enforcement action by service upon such warrant holder’s counsel
in the foreign action as agent for such warrant holder.

9.4 Persons Having Rights under this Agreement. Nothing
in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto
and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement 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 their successors and assigns and of the Registered Holders of the
Warrants.

9.5 Examination of the Warrant Agreement. A
copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City
and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit
such holder’s Warrant for inspection by the Warrant Agent.

9.6 Counterparts; Electronic Signatures. This
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. A signature to this Agreement
transmitted electronically shall have the same authority, effect and enforceability as an original signature.

9.7 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.

9.8 Amendments. This Agreement
may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (x) curing any ambiguity or to correct
any defective provision contained herein, including to conform the provisions hereof to the description of the terms of the Warrants and
this Agreement set forth in the Prospectus, (y) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and
in accordance with the second sentence of subsection 4.1.3 or (z) 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 rights of the Registered Holders hereunder. All other modifications or amendments, including any modification or
amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders
of at least a majority of the then outstanding Public Warrants. Notwithstanding the foregoing, any amendment to the terms of the Private
Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants shall only require the consent of
the Company and the holders of a majority of the then outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company
may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2 hereof,
respectively, without the consent of the Registered Holders and the Company may in its sole discretion and at any time allow the exercise
of the Warrants on a “cashless basis” without the consent of any Registered Holders.

9.9 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, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.

BURTECH ACQUISITION CORP II |
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By: |
/s/
Shahal Khan |
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Name: |
Shahal Khan |
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Title: |
Chief Executive Officer |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

as Warrant Agent

By: |
/s/ Ana Gois |
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Name: |
Ana Gois |
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Title: |
Vice President and Account Manager |
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[ Signature Page to Warrant Agreement ]

EXHIBIT A

LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS BY
AND AMONG BURTECH ACQUISITION CORP II (THE “COMPANY”), BURTECH SPONSOR II LLC AND THE OTHER SIGNATORIES THERETO, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE
COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED
TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY
SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.

EXHIBIT B

[Form of Warrant Certificate]

[FACE]

Number

Warrants

THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE

WARRANT AGREEMENT DESCRIBED BELOW

BURTECH ACQUISITION CORP II

Incorporated Under the Laws of the Cayman Islands

CUSIP [●]

Warrant Certificate

This Warrant Certificate certifies that ,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “ Warrants ”
and each, a “ Warrant ”) to purchase Class A ordinary shares, $0.0001 par value per share (the “ Class
A Shares ”), of BurTech Acquisition Corp II, a Cayman Islands exempted company (the “ Company ”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from
the Company that number of fully paid and non-assessable Class A Shares as set forth below, at the exercise price (the “ Warrant
Price ”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender
of this Warrant Certificate and payment of the Warrant Price (or through “cashless exercise” as provided for in the Warrant
Agreement) at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. The Warrants evidenced by this Warrant Certificate are [Public][Private Placement] Warrants. Capitalized terms used in this
Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each Warrant is initially exercisable for one
fully paid and non-assessable Class A Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of
Warrants, a holder would be entitled to receive a fractional interest in a Class A Share, the Company will, upon exercise, round down
to the nearest whole number the number of Class A Shares to be issued to the Warrant holder. The number of Class A Shares issuable upon
exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Warrant Price per Class A Share for
any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in
the Warrant Agreement.

Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by
and construed in accordance with the internal laws of the State of New York.

BURTECH ACQUISITION CORP II |
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By: |
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CONTINENTAL STOCK TRANSFER & TRUST |
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COMPANY as Warrant Agent |
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By: |
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[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A Shares and are issued or to be issued
pursuant to a Warrant Agreement dated as of [●], 2026 (the “ Warrant Agreement ”), duly executed and delivered
by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “ Warrant Agent ”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the
words “ holders ” or “ holder ” meaning the Registered Holders or Registered Holder, respectively)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together
with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in
the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the Class A Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder
relating to the Class A Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement. In
addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant
has delivered a notice contemplated by subsection 3.3.5 of the Warrant Agreement, neither the Company nor the Warrant
Agent shall issue to Holder, and Holder may not acquire, any right it might have to acquire, a number of Class A Shares upon exercise
of any Warrant to the extent that, upon such exercise, the number of Class A Shares then beneficially owned by Holder would exceed the
Maximum Percentage of Class A Shares issued and outstanding immediately after giving effect to such exercise as determined in accordance
with subsection 3.3.5. of the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence
of certain events the number of Class A Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a Class A Share, the Company shall, upon exercise, round down to the nearest whole number of Class A Shares to be issued to the holder
of the Warrant.

Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.

Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants
nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive Class A Shares and herewith tenders payment for such Class A Shares to
the order of BurTech Acquisition Corp II (the “ Company ”) in the amount of $
in accordance with the terms hereof. The undersigned requests that a certificate for such Class A Shares be registered in the name of
, whose address is ,
and that such Class A Shares be delivered to ,
whose address is . If said number of Class
A Shares is less than all of the Class A Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Class A Shares be registered in the name of ,
whose address is and that such Warrant Certificate be delivered
to , whose address is
.

In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required a cashless
exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Class A Shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.

In the event that the Warrant is a Private Placement
Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement,
the number of Class A Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of
the Warrant Agreement, as applicable.

In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A Shares that
this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A Shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii)
the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive
Class A Shares. If said number of Class A Shares is less than all of the Class A Shares purchasable hereunder (after giving effect to
the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A Shares
be registered in the name of , whose address is and
that such Warrant Certificate be delivered to ,
whose address is .

[To be included in any Election to Purchase of
a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.

By signing this Election to Purchase, the undersigned
hereby certifies that after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any “group”
of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the Class A Shares issued
and outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5. of
the Warrant Agreement.]

[Signature Page Follows]

Date: , |
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(Signature) |

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(Address) |

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(Tax Identification Number) |

Signature Guaranteed: |
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THE SIGNATURE(S) SHOULD 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 SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).

### EX-10.1 - LETTER AGREEMENT, DATED MAY 21, 2026, BY AND AMONG THE COMPANY, THE SPONSOR, THE
EX-10.1
5
ea029210001ex10-1.htm
LETTER AGREEMENT, DATED MAY 21, 2026, BY AND AMONG THE COMPANY, THE SPONSOR, THE OFFICERS AND DIRECTORS OF THE COMPANY

Exhibit 10.1

May 21, 2026

Burtech Acquisition Corp II

5601 Arbor Lane

Coral Gables, FL 33156

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “ Letter
Agreement ”) is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement ”)
entered into by and among Burtech Acquisition Corp II, a Cayman Islands exempted company (the “ Company ”), and
D. Boral Capital LLC as representative (the “ Representative ”) of the underwriters (the “ Underwriters ”),
relating to an underwritten initial public offering (the “ Public Offering ”), of up to 9,200,000 of the Company’s
units (including up to 1,200,000 units which may be purchased to cover over-allotments, if any) (the “ Units ”),
each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “ Class A Ordinary Shares ”)
and one redeemable warrant of the Company (each a “ Warrant ”), with each Warrant entitling the holder to purchase
one Class A Ordinary Share. Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share,
subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-295232
and prospectus (the “ Prospectus ”) filed by the Company with the U.S. Securities and Exchange Commission (the
“ Commission ”) and the Company shall apply to have the Units listed on the Nasdaq Capital Market. Certain capitalized
terms used herein are defined in paragraph 11 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, Burtech Sponsor II LLC, a Delaware limited liability company
(the “ Sponsor ”), Yakira Capital Management, Inc. (“ Yakira ”) and each of the undersigned
individuals, each of whom is a member of the Company’s board of directors and/or management team or an Initial Shareholder of the
Company (each an “ Insider ” and, collectively, the “ Insiders ”), hereby severally (and
not jointly) agrees with the Company as follows:

1. The Sponsor and each Insider
agree 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 all Founder Shares, Private Placement Shares and any Class A Ordinary Shares acquired by it,
him or her in the Public Offering or the secondary public market in favor of such proposed Business Combination (excepting any public
Class A Ordinary Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act
of 1934, as amended (the “ Exchange Act ”), would not be voted in favor of approving the business combination
transaction) and (ii) not redeem any Class A Ordinary Shares owned by it, him or her in connection with a shareholder vote to (A) approve
an amendment to the Company’s amended and restated memorandum and articles of association (as may be amended from time to time,
the “ Memorandum and Articles ”) (x) to modify the substance or timing of the Company’s obligation to provide
for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if the
Company has not consummated an initial business combination within the completion window or (y) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity or (B) approve an initial business combination. If the Company
seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or
she will not sell or tender any Class A Ordinary Shares owned by it, him or her in connection herewith.

2. The Sponsor and each Insider
agree that in the event that the Company fails to consummate a Business Combination within 15 months from the closing of the Public Offering,
or 21 months from the closing of the Public Offering, after two three-month extensions, upon the deposit by the Sponsor into the Trust
Account of $0.10 per public Class A ordinary share issued and outstanding, for each three-month extension or until such earlier liquidation
date as the Company’s board of directors may approve, or such later period approved by the Company’s shareholders in accordance
with the Memorandum and 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 Class A 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 earned on the funds held in the Trust Account (net of taxes payable and less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all
Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, 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, dissolve and liquidate, subject in each case to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each
Insider agree not to propose any amendment to the Memorandum and Articles (A) to modify the substance or timing of the Company’s
obligation to provide for the redemption of its Offering Shares or to redeem 100% of the Offering Shares if the Company does not complete
a Business Combination within the required time period set forth in the Memorandum and Articles or (B) with respect to any other provision
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 earned on the funds held in the Trust Account (net of
taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then 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 as a
result of any liquidation of the Company with respect to the Founder Shares or Private Placement Shares held by it, him or her if the
Company fails to complete a Business Combination within the time period set forth in the Memorandum and Articles; although it, he or she
will be entitled to liquidating distributions from the Trust Account with respect to any Offering Shares it, he or she holds if the Company
fails to complete a Business Combination within the time period set forth in the Memorandum and Articles.

The Sponsor and each Insider
hereby further waive, with respect to any Class A Ordinary 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
Class A Ordinary Shares (although the Sponsor, the Insiders and their respective affiliates 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 time period
set forth in the Memorandum and Articles or (y) a shareholder vote to approve an amendment to the Memorandum and Articles (A) to modify
the substance or timing of the Company’s obligation to provide for the redemption of its Offering Shares or to redeem 100% of the
Offering Shares if the Company does not complete a Business Combination within the time period set forth in the Memorandum and Articles
or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity).

3. Notwithstanding the provisions
set forth in paragraphs 7(a) and 7(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 Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to any
Units, Ordinary Shares, Warrants, or any securities convertible into, or exercisable, or exchangeable for Ordinary Shares owned by it,
him or her, (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, Warrants, or any securities convertible into, or exercisable, or exchangeable for, Ordinary
Shares owned by it, him or her, 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 foregoing
does not apply to the surrender 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). For the avoidance of doubt, this provision
shall not apply to any Units (and such underlying securities) sold in the Public Offering.

4. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer, member or manager of the Sponsor
or any other Insider) 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 for services rendered (other than the Company’s independent registered public accountants) or products
sold to the Company or (ii) any prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement for a Business Combination (a “ Target ”); provided , however , that such
indemnification of the Company by the Sponsor (x) shall apply only to the extent necessary to ensure that such claims by a third party
(other than the Company’s independent registered public accountants) or a Target do not reduce the amount of funds in the Trust
Account to below the lesser of (i) $10.05 per Offering Share or (ii) the actual amount per Offering Share held in the Trust Account as
of the date of the liquidation of the Trust Account, if less than $10.05 per Offering Share is then held in the Trust Account due to reductions
in the value of the trust assets (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), (y) shall not
apply to any claims by a third party (including a Target) that executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act ”).
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. For the avoidance of doubt, none of the Company’s
officers or directors will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective
target businesses.

5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 1,200,000 Units within 45 days from the date
of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, up to 514,286 Founder Shares.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the
Initial Shareholders will own an aggregate of 30% of the sum of all Class A Ordinary Shares issued and outstanding upon the completion
of the Public Offering. To the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization
or share repurchase, redemption or stock split or other appropriate mechanism, as applicable, immediately prior to the consummation of
the Public Offering in such amount as to maintain the ownership of the Ordinary Shares of the Initial Shareholders prior to the Public
Offering at 30% of the Company’s issued and outstanding Ordinary Shares upon the consummation of the Public Offering. For the avoidance
of doubt, the Units and Founder Shares held by Yakira are not subject to forfeiture.

6. 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 the
Sponsor or by any Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b) and 9, as applicable, 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.

7. (a) The Sponsor and each Insider agree
that it, he or she shall not Transfer (as defined below) any Founder Shares (or Class A Ordinary Shares issuable upon conversion
thereof) until the earlier of: (i) one year after completion of the Business Combination or (ii) the closing price of the Common
Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after completion
of the Business Combination (the “ Lock-up ”). In addition, all of the Founder Shares will be released on
the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of the Company’s public shareholders having the right to exchange their Class A Ordinary Shares for cash,
securities or other property.

(b) The Sponsor and each
Insider agree not to Transfer any Private Placement Units (including the underlying securities) held by it, he or she until 180 days after
the completion of a Business Combination.

(c) Notwithstanding the provisions
set forth in paragraphs 7(a) and 7(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon
the conversion of the Founder Shares), Private Placement Securities that are held by the Sponsor, any Insider or any of their permitted
transferees, as applicable (that have complied with any applicable requirements of this paragraph 7(c)), are permitted (i) to the Company’s
officers, directors or employees, any affiliates or immediate family members (including trusts for their benefit) of any of the Company’s
officers, directors or employees, any members of the Sponsor, any affiliates of a member of the Sponsor or any employees of a member of
the Sponsor or a member’s affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate
family members, 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; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers, in each case,
made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally
purchased; (vi) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (vii) by virtue
of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (viii) 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 Class A Ordinary Shares for cash, securities or other property
subsequent to the completion of the initial Business Combination; (ix) to a nominee or custodian of a person or entity to whom a disposition
or transfer would be permissible under clauses (i) through (viii) above; provided , however , that, in the case of clauses
(i) through (v) and (ix), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the
transfer restrictions herein and the other restrictions contained in this Letter Agreement (including provisions relating to voting, the
Trust Account and liquidating distributions).

8. The Sponsor and each Insider
represent and warrant 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 (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she
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, he or she 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, he or she is not currently a defendant in any such criminal proceeding.

9. Except as disclosed
in 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, consulting fee, 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), other than the following, none of which will be made
from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances
of up to $500,000 made to the Company by the Sponsor to cover expenses related to the organization of the Company and the Public Offering;
repayment to the Sponsor for office space, administrative and shared personnel support services, in an amount equal to $15,000 per month,
commencing on the first date on which our securities are listed on Nasdaq; reimbursement for any reasonable out-of-pocket expenses related
to identifying, investigating and consummating an initial Business Combination, and repayment of loans, if any, and on such terms as to
be determined by the Company from time to time, made by the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers
and directors to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the Company
does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the
Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such
loans may be convertible into private units of the post-business combination entity at a price of $10.00 per unit at the option of the
Sponsor. Such units would be identical to the private placement units underlying the Private Placement Securities.

10. 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.

11. As used herein, (i) “ Business
Combination ” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses or entities; (ii) “ Founder Shares ” shall
mean the 3,942,847 Class B Ordinary Shares and the Class A Ordinary Shares issued upon the automatic conversion thereof at the time of
the initial Business Combination or at any time prior thereto at the option of the holder; (iii) “ Initial Shareholders ”
shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering, as well as Yakira; (iv) “ Ordinary
Shares ” shall mean the Class A Ordinary Shares and the Class B Ordinary Shares; (v) “ Private Placement Securities ”
shall mean the 252,000 units (including the underlying Class A Ordinary Shares and Warrants) issued to our Sponsor (whether or not the
over-allotment option is exercised), of which 222,000 units would be purchased indirectly by the sponsor non-managing members and 30,000
units would be purchased by Yakira, in private placements that will close simultaneously with the closing of the Public Offering; (vi)
“ Public Shareholders ” shall mean the holders of securities issued in the Public Offering; (vii) “ Trust
Account ” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private
Placement Securities shall be deposited and (viii) “ 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 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).

12. 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 all parties hereto.
Each of the parties hereto hereby acknowledges and agrees that the Representative is a third-party beneficiary of this Letter Agreement.

13. Except as otherwise provided
herein, 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
parties hereto and their respective successors, heirs and assigns and permitted transferees.

14. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or entity other than the parties hereto any right, remedy or claim
under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto
and their successors, heirs, personal representatives and assigns and permitted transferees.

15. 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.

16. The terms of 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.

17. 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 federal or state courts of New York City, in the State of New York, and the applicable appellate courts therefrom, 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. Notwithstanding anything in this Letter Agreement to the contrary,
this Section 17 shall not apply to claims or actions arising out of either the Securities Act or the Exchange Act.

18. 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 email
transmission.

19. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the transfer restrictions set forth in Section 7 herein or (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 by ; provided , further , that paragraph 4 of this Letter Agreement shall survive such liquidation.

[Signature Page Follows]

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Sincerely, |

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|

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Burtech Sponsor II LLC |

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|

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By: |
/s/
Shahal Khan |

|
|
Name: |
Shahal Khan |

|
|
Title: |
Managing Member |

|
Insiders |

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|

|
By: |
/s/
Shahal Khan |

|
Name: |
Shahal
M. Khan |

|
|
|

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By:
|
/s/
Roman V. Livson |

|
Name: |
Roman
V. Livson |

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|
|

|
By: |
/s/
Leon Golden |

|
Name: |
Leon
Golden |

|
|
|

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By: |
/ S/
Scott E. Young |

|
Name: |
Scott
E. Young |

|
|
|

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By: |
/s/
Sergey Alekseev |

|
Name: |
Sergey
Alekseev |

|
MAP 136 SEGREGATED PORTFOLIO |

|
YAKIRA PARTNERS, L.P. |

|
WHITE OAKS LONG-SHORT PORTFOLIO, LLC |

|
By: |
Yakira Capital Management, Inc |

|
/s/
Bruce Kallins |

|
Name: |
Bruce Kallins |

|
Title: |
President |

Acknowledged and Agreed: |
|

|
|

Burtech Acquisition Corp II |
|

|
|

By: |
/s/ Shahal Khan |
|

|
Name: |
Shahal Khan |
|

|
Title: |
Chief Executive Officer |
|

[ Signature Page to Letter Agreement ]

### EX-10.2 - INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED AS OF MAY 21, 2026, BY AND BETWEEN
EX-10.2
6
ea029210001ex10-2.htm
INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED AS OF MAY 21, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE

Exhibit 10.2

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management
Trust Agreement (this “ Agreement ”) is made effective as of May 21, 2026, by and between Burtech Acquisition Corp II,
a Cayman Islands exempted company (the “ Company ”), and Continental Stock Transfer & Trust Company, a New York corporation
(the “ Trustee ”).

WHEREAS , the Company’s
registration statement on Form S-1 (File No. 333-295232) (the “ Registration Statement ”), and prospectus (the “ Prospectus ”)
for the initial public offering of the Company’s units (the “ Units ”), each of which consists of one of the Company’s
Class A ordinary shares, $0.0001 par value per share (each, an “ Ordinary Share ”), and one redeemable warrant, each
whole warrant entitling the holder thereof to purchase one 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; and

WHEREAS, the Company has entered
into an Underwriting Agreement (the “ Underwriting Agreement ”) with D. Boral Capital LLC (“ D. Boral ”)
as representative (the “ Representative ”) of the underwriters (the “ Underwriters ”) named therein;
and

WHEREAS , as described
in the Prospectus, $80,400,000 ($10.05 per unit) of the gross proceeds of the Offering and sale of the Private Placement Units (defined
in the Underwriting Agreement) (or $92,460,000 if the Underwriter’s over-allotment option is exercised in full) and any deposits
made by Burtech Sponsor II LLC, a Delaware limited liability company (“ Sponsor ”) in connection with an extension of
the Company’s completion window for consummating a Business Combination (as defined below), if any, 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 “ Trust Account ”)
for the benefit of the Company and the holders of 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 ”); 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
located 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) Promptly
upon receipt of written instruction of the Company, (i) invest and reinvest the Property, initially solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, 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 of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
(ii) hold the Property as uninvested cash or (iii) hold the Property in an interest-bearing bank demand deposit account or other accounts
at a bank, in each case as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood
that the Trust Account will earn no interest while account funds

are uninvested awaiting the Company’s instructions
hereunder and while 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 D. Boral 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 (“ Termination Letter ”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, jointly signed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer or other authorized officer of the
Company and, in the case of Exhibit A, acknowledged and agreed to by D. Boral, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest earned on funds held in the Trust Account (net of amounts withdrawn in accordance
with this Agreement and net of taxes payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation
has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided ,
that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which is the later of (A) 15 months
or up to 21 months from the closing of the Offering, after two three-month extensions, upon the deposit by the Sponsor into the Trust
Account of $0.10 per public Class A ordinary share issued and outstanding, for each three-month extension after the closing of the Offering,
as further described in the Registration Statement, and (B) 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 it may be amended from time to time,
or (z) upon the end of a 30-day cure period after the date any additional amount of funds were required to be deposited in the Trust Account
(a) for an extension of such date as provided for in this Agreement, without a shareholder vote, or (b) as a condition of any extension
of such 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 funds held in the Trust Account (net
of amounts withdrawn in accordance with this Agreement and net of 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;

(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
“ Tax Payment 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 franchise or income tax obligation 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; provided , however , that to the extent there is not sufficient cash in the Trust Account to pay such
tax obligation, 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, calculated on a per share basis, required to be deposited for an extension of the Completion
Window as a condition of any extension of such date as provided for withing this Agreement or as 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 “ Shareholder
Redemption Withdrawal Instruction ”), the Trustee shall distribute on behalf of the Company 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 Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “ Business
Combination ”) or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination
within 15 months or up to 21 months, following the closing of the Offering after two three-month extensions, upon the deposit by the Sponsor
into the Trust Account of $0.10 per public Class A ordinary share issued and outstanding, for each three-month extension after the closing
of the Offering, (or for such additional periods of time that the Company’s shareholders vote to amend the Company’s amended
and restated memorandum and articles of association to extend the amount of time the Company has to complete an initial business combination),
as further described in the Registration Statement or (B) with respect to any other provision 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) 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 the Chief Executive Officer or Chief Financial Officer. In addition, except
with respect to its duties under Section 1(i) , 1(j) , and 1(k) hereof, the Trustee shall be entitled to rely on, and
shall be protected in relying on, 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 reasonable and documented 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 gross negligence, fraud or willful
misconduct. 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 “ Indemnified Claim ”). The Trustee shall have the right to conduct and manage
the defense against such Indemnified Claim; provided that the Trustee may obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld; 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, which such consent shall not be unreasonably withheld. The Company
may participate in such action with its own counsel;

(c) Pay
the Trustee the fees set forth on Schedule A hereto, 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 it is distributed to the Company pursuant
to Section 1(i) hereof. The Company shall pay the Trustee upon receipt of an invoice from the Trustee. The Company shall not be
responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section
2(b) hereof;

(d) In
connection with any vote of the Company’s shareholders regarding 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
D. Boral with a copy of any Termination Letter(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; and

(f) 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.

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

(a) Imply
obligations, perform duties, 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 party
except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

(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 representatives’ gross negligence, fraud
or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, 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 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;

(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, franchise
and income 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) ,
and 1(k) hereof.

4. Trust Account Waiver .
The Trustee has no 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, 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;

(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, in which case any funds received by the Trustee
from the Company, Burtech Sponsor II LLC (“ Sponsor ”), or D. Boral, for purposes of funding the Trust Account shall
be promptly returned to the Company, Sponsor or D. Boral, as applicable.

6. Miscellaneous .

(a) The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth below 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 representatives’
gross negligence or willful misconduct, 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 conflict of laws principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile 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
Sections 1(i) , 1(j), 1(k) and 1(l) hereof (which sections may not be modified, amended or deleted without the affirmative
vote of sixty five percent (65%) of the then issued and outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per
share, of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise
indicated his, her or its election to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought to amend this
Agreement), 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, 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,
EACH PARTY 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, by electronic
mail or by facsimile transmission:

if to the Trustee, to:

Continental Stock Transfer & Trust Company

1 State Street, 30 th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

Email:
fwolf@continentalstock.com; cgonzalez@continentalstock.com

if to the Company, to:

Burtech Acquisition Corp II

5601 Arbor Lane

Coral Gables, FL 33156

Attn: Roman Livson

Email: roman@burkhan.world

in each case, with copies to:

Loeb & Loeb, LLP

345 Park Avenue

New York, New York 10154

Attn: Julia Aryeh

Email: jaryeh@loeb.com

and

D. Boral Capital LLC

590 Madison Avenue

New York, New York 10022

Attn: Bella Tarbet

Email:
btarbet@dboralcapital.com

and

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019

Attn: Anastasia Slivker

Email:
anastasia.slivker@nortonrosefulbright.com

(f)
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.

(g) 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.

(h) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.

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

(j) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity
without the prior written consent of the other party.

[ Signature page follows ]

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

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Continental Stock Transfer & Trust Company, as Trustee |

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By: |
/s/ Francis Wolf |

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Name: |
Francis Wolf |

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Title: |
Vice President |

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Burtech Acquisition Corp II |

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By: |
/s/ Shahal Khan |

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Name: |
Shahal Khan |

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Title: |
Chief Executive Officer |

[ Signature Page to Investment Management Trust
Agreement ]

SCHEDULE A

Fee Schedule

Trust Agreement - one-time acceptance fee | |
$ | 2,000.00 | |

Annual administrative fee | |
$ | 8,000.00 | |

Disbursement/withdrawal processing fee (per payment) | |
$ | 150.00 | |

EXHIBIT A

Burtech Acquisition Corp II

5601 Arbor Lane

Coral Gables, FL 33156

Date: [ ]

Continental Stock Transfer & Trust Company

1 State Street, 30 th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

| Re: | Trust Account - Termination Letter |

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Burtech Acquisition Corp II (the “ Company ”) and Continental Stock
Transfer & Trust Company (the “ Trustee ”), dated as of May 21, 2026 (the “ Trust Agreement ”),
this is to advise you that the Company has entered into an agreement with (the “ Target Business ”) to consummate merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with the Target Business
(the “ Business Combination ”) on or about [ _ ]. The Company shall notify you at least seventy-two (72) hours in
advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (“ 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 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. It is acknowledged and agreed
that while the funds are on deposit in the trust operating account awaiting distribution, neither the Company nor D. Boral will earn any
interest.

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 or a certificate by the Company’s Chief Executive Officer or Chief Financial
Officer, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held
and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust
Account 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.

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Very truly yours, |

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Burtech Acquisition Corp II |

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By: |
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Name: |
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Title: |
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D. Boral Capital LLC |

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By: |
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Name: |
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Title: |
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EXHIBIT B

Burtech Acquisition Corp II

5601 Arbor Lane

Coral Gables, FL 33156

Date: [_]

Continental Stock Transfer & Trust Company

1 State Street, 30 th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

| Re: | Trust Account - Termination Letter |

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Burtech Acquisition Corp II (the “ Company ”) and Continental Stock
Transfer & Trust Company (the “ Trustee ”), dated as of May 21, 2026 (the “ Trust Agreement ”),
this is to advise you that the Company has been unable to effect a merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with a Target Business (the “ Business Combination ”) within the time
frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s
Prospectus 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 the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders,
less taxes payable and up to $100,000 to cover dissolution expenses of the Company. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such amount for dissolution expenses of $_____ promptly upon your
receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

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. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum
and articles of association of the Company. 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.

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Very truly yours, |

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Burtech Acquisition Corp II |

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By: |
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Name: |
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Title: |
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EXHIBIT C

Burtech Acquisition Corp II

5601 Arbor Lane

Coral Gables, FL 33156

Date: [_]

Continental Stock Transfer & Trust Company

1 State Street, 30 th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

| Re: | Trust Account - Tax Payment Withdrawal Instruction |

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Burtech Acquisition Corp II (the “ Company ”) and Continental
Stock Transfer & Trust Company (the “ Trustee ”), dated as of May 21, 2026 (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:

[WIRE INSTRUCTION INFORMATION]

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Very truly yours, |

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Burtech Acquisition Corp II |

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By: |
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Name: |
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Title: |
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cc: |
D. Boral Capital LLC |

EXHIBIT D

Burtech Acquisition Corp II

5601 Arbor Lane

Coral Gables, FL 33156

Date: [_]

Continental Stock Transfer & Trust Company

1 State Street, 30 th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

| Re: | Trust Account - Shareholder Redemption Withdrawal Instruction |

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Burtech Acquisition Corp II (the “ Company ”) and Continental
Stock Transfer & Trust Company (the “ Trustee ”), dated as of, 2026 (the “ Trust Agreement ”), the
Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and 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 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 (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 Company’s public shares if it does not complete its initial Business Combination within such time as is described
in the Company’s amended and restated certificate of memorandum and articles of association or (B) with respect to any other provision
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.

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Very truly yours, |

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Burtech Acquisition Corp II |

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By: |
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Name: |
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Title: |
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cc: |
D. Boral Capital LLC |

### EX-10.3 - REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 21, 2026, BY AND AMONG THE COMPAN
EX-10.3
7
ea029210001ex10-3.htm
REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 21, 2026, BY AND AMONG THE COMPANY, THE SPONSOR AND CERTAIN SECURITY HOLDERS OF THE COMPANY

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT
(this “ Agreement ”), dated as of May 21, 2026, is made and entered into by and among Burtech Acquisition Corp II, a
Cayman Islands exempted company (the “ Company ”), Burtech Sponsor II LLC, a Delaware limited liability company (the
“ Sponsor ”), Yakira Capital Management, Inc. (“Yakira”), and the undersigned parties listed under Holder
on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this
Agreement pursuant to Section 5.2 of this Agreement, a “ Holder ” and collectively the “ Holders ”).

RECITALS

WHEREAS , the Holders,
collectively, own 3,942,857 Class B ordinary shares, par value $0.0001 per share (the “ Founder Shares ”), up to 514,286
of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised;

WHEREAS , the Founder
Shares are convertible into Class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary Shares ” and,
together with the Class B ordinary shares, the “ Ordinary Shares ”), on the terms and conditions provided in the Company’s
amended and restated memorandum and article of association;

WHEREAS , on May 21, 2026,
the Sponsor entered into that certain Private Placement Units Purchase Agreement with the Company to purchase an aggregate of 222,000
private placement units (or up to 240,000 if the over-allotment option is exercised in full) at price of $10.00 per private placement
unit (the “Sponsor Private Placement Units ”) and Yakira entered into that certain Founder Shares and Private Placement
Units Purchase Agreement with the Company and the Sponsor to purchase an aggregate of 30,000 private placement units (whether or not the
over-allotment option is exercised in full) at a price of $10.00 per private placement unit (the “Yakira Private Placement Units”
and together with the Sponsor Private Placement Units, the “Private Placement Units” and the warrants included in the Private
Placement Units, the “ Private Placement Warrants ” and the ordinary shares included in the Private Placement Units,
and the “ Private Placement Shares ”, in private placements occurring simultaneously with the closing of the Company’s
initial public offering;

WHEREAS , in order to
finance transaction costs in connection with an intended initial merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses, the Sponsor or an affiliate of the Sponsor
or certain of the Company’s officer and directors may loan to the Company funds as the Company may require, of which up to $1,500,000
of such loans may be convertible into private units of the post-business combination entity at the price of $10.00 per unit at the option
of the lender, upon consummation of the initial Business Combination (in addition to any loans from third-parties or affiliates that are
approved by the Company’s board of directors and may be converted into private units) (“ Working Capital Units ”);
and

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:

ARTICLE I

DEFINITIONS

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 principal 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, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses, involving the Company.

“ Business Day ”
means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York.

“ Commission ”
shall mean the Securities and Exchange Commission.

“ Class A Ordinary Shares ”
shall have the meaning given in the Recitals hereto.

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

“ Demand Registration ” shall have
the meaning given in subsection 2.1.2 .

“ Demand Registration
Requesting Holder ” shall have the meaning given in subsection 2.1.2 .

“ Demanding Holder ”
shall mean any Holder or group of Holders that (in the case of a group of Holders, together) elects to dispose of Registrable Securities
having an aggregate value of at least $25 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to
an Underwritten Offering.

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

“ Form S-1 ”
shall have the meaning given in subsection 2.1.2 .

“ Form S-3 ”
shall have the meaning given in subsection 2.3 .

“ Founder Shares ”
shall have the meaning given in the Recitals hereto and shall be deemed to include the Class A Ordinary Shares issuable upon conversion
thereof.

“ Founder Shares Lock-up
Period ” shall mean, with respect to 100% of the Founder Shares, until (i) one year after completion of the Business Combination
or (ii) the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends,
reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing
any time 150 days after completion of the Business Combination; notwithstanding the foregoing, on the date on which the Company completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property, the Founder Shares shall
be released from lock-up.

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

“ Insider Letter ”
shall mean that certain letter agreement, dated as of May 21, 2026, by and among the Company, the Sponsor, Yakira and each of the Company’s
officers, directors and director nominees.

“ Maximum Number of
Securities ” shall have the meaning given in subsection 2.1.5 .

“ 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 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 applicable Private Placement Lock-up Period, as the case may be, and pursuant
to the Insider Letter and any other applicable agreement between such Holder and the Company, in each case for so long as such agreements
remain in effect, and to any transferee thereafter.

“ Piggyback Registration ”
shall have the meaning given in subsection 2.2.1 .

“ Private Placement
Lock-up Period ” shall mean, (i) with respect to Private Placement Units that are held by the initial purchasers of such Private
Placement Units or their Permitted Transferees, the Private Placement Shares, the Private Placement Warrants, and any Class A Ordinary
Shares issued or issuable upon the exercise of the Private Placement Warrants that are held by the initial purchasers of the Private Placement
Warrants or their Permitted Transferees, the period ending 180 days after the completion of the Company’s initial Business Combination.

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

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

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

“ 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 (i) the Class A Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (ii) the Private Placement Units
(including Private Placement Warrants and Private Placement Shares, and any Class A Ordinary Shares issued or issuable upon the exercise
of any Private Placement Warrants), (iii) any issued and outstanding Ordinary Shares or any other equity security (including, without
limitation, the Class A Ordinary Shares issued or issuable upon the exercise of any other equity security, units comprising Class A Ordinary
Shares and warrants, such as pursuant to the conversion of any working capital loans) of the Company held by a Holder as of the date of
this Agreement, (iv) any Working Capital Units issued upon conversion of working capital loans, and (v) any other equity security of the
Company issued or issuable with respect to any such Class A Ordinary Shares by way of a share dividend or share split or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization; provided , however , that, as to
any particular Registrable Security, 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 Rule 144 promulgated under the Securities Act (or
any successor rule promulgated 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 Authority, Inc.) and any securities
exchange on which the Class A Ordinary Shares are then listed;

(B) fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue
sky qualifications of Registrable Securities);

(D) reasonable fees and disbursements
of counsel for the Company;

(E) reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Registration or Underwritten
Offering;

(F) the fees and expenses incurred
in connection with the listing of any Registrable Securities on each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;

(G) the fees and expenses incurred
by the Company in connection with any road show for any Underwritten Offerings; and

(H) reasonable fees and expenses
of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered
for offer and sale in the applicable Registration.

“ 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 2.1.4 .

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

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

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

“ 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 Demand ”
shall have the meaning given in subsection 2.1.4 .

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

“ Working Capital Units ”
shall have the meaning given in the Recitals hereto.

“ Yakira ”
shall have the meaning given in the Preamble hereto.

ARTICLE II

REGISTRATIONS

2.1 Shelf Registration and Demand Registration .

2.1.1 Shelf Registration .
The Company agrees that, within thirty (30) days after the consummation of the Business Combination, the Company will file with the Commission
(at the Company’s sole cost and expense) a Registration Statement registering the resale or other disposition of the Registrable
Securities (a “ Shelf Registration ”). The Company shall use its reasonable best efforts to cause such Registration Statement
to become effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject
to the limitations contained in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form
of the Commission (i) as shall be selected by the Company and (ii) as shall permit the resale or other disposition of the Registrable
Securities by the Holders. If at any time a Registration Statement filed with the Commission pursuant to subsection 2.1.1 is effective
and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities
included on such Registration Statement, the Company will use its reasonable best efforts to amend or supplement such Registration Statement
as may be necessary in order to enable such offering to take place in accordance with the terms of this Agreement.

2.1.2 Request for Registration .
Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, at any time and from time to time on or after the
date the Company consummates the Business Combination, to the extent that any Registrable Securities are not registered pursuant to the
Shelf Registration a Demanding Holder may make a written demand for Registration 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 three (3) Business 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 “ Demand Registration Requesting Holder ”) shall so notify the Company, in writing, within five (5) Business
Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from
one or more Demand Registration Requesting Holder(s) to the Company, such Demand Registration 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, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration
of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration.
Under no circumstances shall the Company be obligated to effect more than three (3) Registrations in the aggregate pursuant to Demand
Registrations under this subsection 2.1.2 , 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 (subject to subsection 2.1.5 ) in such Form S-1 Registration
have been sold, in accordance with Section 3.1 of this Agreement.

2.1.3 Effective Registration .
Notwithstanding the provisions of subsection 2.1.2 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.

2.1.4 Underwritten Offering .
Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, any Demanding Holder may make a written demand for
an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or
subsection 2.1.2 (an “ Underwritten Demand ”). The Company shall, within three (3) Business Days of the Company’s
receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to include
all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to such Underwritten Demand (each
such Holder that requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “ Requesting
Holder ”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought
Underwritten Offering) 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), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in
such Underwritten Offering pursuant to such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities
through such Underwritten Offering under this subsection 2.1.4 shall enter into an underwriting agreement in customary form with
the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating such Underwritten Offering. Notwithstanding
the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection
2.1.4 .

2.1.5 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) holds prior to 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 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 and that 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 that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.

2.1.6 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 2.1.2 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. Notwithstanding anything
to the contrary in this Agreement, 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 2.1.6 .

2.2 Piggyback Registration .

2.2.1 Piggyback Rights .
If, at any time on or after the date the Company consummates a 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 three (3) Business 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 or to otherwise participate
in the Underwritten Offering with an Registrable Securities already registered on an effective Registration Statement as such Holders
may request in writing within five (5) Business Days after receipt of such written notice (such Registration a “ Piggyback Registration ”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration or Underwritten Offering
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 Piggyback 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 Piggyback
Registration . If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration or
Underwritten Offering, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback 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; and (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 and 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
( pro rata based on the respective number of Registrable Securities that each shareholder holds prior to such Underwritten Registration),
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 and 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 ( pro rata based on the respective number of Registrable Securities that each stockholder holds prior to such Underwritten
Registration), 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 or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration
Withdrawal . Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration or Underwritten Offering
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 Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. 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 Piggyback 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 Piggyback
Registration prior to its withdrawal under this subsection 2.2.3 .

2.2.4 Unlimited Piggyback
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 subsection 2.1.2 hereof or any participation in an Underwritten
Offering pursuant to Section 2.2 hereof shall not be counted as an Underwritten Offering effected under subsection 2.1.4
hereof.

2.3 Registrations on Form
S-3 . 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 if so requested), 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 ”). Within three (3) Business Days of the Company’s receipt of a written request from a Holder
or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration
on Form S-3 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 on Form S-3 shall so notify the Company, in writing,
within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than
twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register
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 Section 2.3 if (i) a Form S-3 is not available for such offering; or (ii) 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 $25,000,000.

Any request for an underwritten
offering pursuant to a Form S-3 shall follow the procedures of Section 2.1 (including subsection 2.1.5 ) but shall not count
against the number of long form Demand Registrations that may be made pursuant to subsection 2.1.2 .

2.4 Restrictions on Registration
Rights . If (i) 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 2.1.2 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration
Statement to become effective; (ii) 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 (iii) 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
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.

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures .
If at any time on or after the date the Company consummates a 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 requested by the Holders 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 warrant 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
or any document that is to be incorporated by reference into 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;

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, including, without limitation, making available senior executives of the Company to participate in any due diligence sessions
that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.17 reasonably cooperate
with the Holders to facilitate the timely preparation and delivery of certificates and/or book entry notations representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates and/or book entry notations shall
be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities
Act, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request
in writing. In connection therewith, if required by the Company’s transfer agent and upon receipt of a reasonably requested certificate
and/or letter of representation from such Holder, the Company will reasonably promptly, after the effective time of a Registration Statement,
cause an opinion of its outside legal counsel as to the effectiveness of such Registration Statement to be delivered to and maintained
with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent, which authorize
and direct the transfer agent to issue such Registrable Securities without any such legend.

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 “Registration Expenses,” 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 thirty (30) days, 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 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.

ARTICLE IV

INDEMNIFICATION 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 and directors and each person who controls
such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’
fees) caused by 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, except insofar as the same are caused by or contained in any information
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 and officers and agents and each person who controls the
Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation
reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any 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 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 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 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 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.

ARTICLE V

MISCELLANEOUS

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, telecopy, telegram 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, telecopy, telegram 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: 5601 Arbor Lane, Coral Gables, FL 33156, Attn:
Roman Livson, and, if to any Holder, at such Holder’s address or facsimile number 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 upon 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.

5.2.2 A Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to a Permitted Transferee who
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 4.1 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 THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO
AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE
FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

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

5.5 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, 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 capital stock
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.

5.6 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.

5.7 Term . This Agreement
shall terminate upon the date as of which (i) all of the Registrable Securities have been sold pursuant to a Registration Statement (but
in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor
rule promulgated thereafter by the Commission)) or (ii) the tenth (10th) anniversary of the date of this Agreement or (iii) the date as
of which the Holders cease to hold 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.

THE COMPANY: |
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Burtech Acquisition Corp II |
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By: |
/s/ Shahal Khan |
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Name: |
Shahal Khan |
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Title: |
Chief Executive Officer |
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HOLDERS: |
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Burtech Sponsor II LLC |
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|
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By: |
Shahal Khan |
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Its: |
Managing Member |
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By: |
/s/ Shahal Khan |
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Name: |
Shahal Khan |
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Title: |
Authorized Signatory |
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HOLDERS: |
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MAP 136 SEGREGATED PORTFOLIO |
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|
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YAKIRA PARTNERS, L.P. |
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WHITE OAKS LONG-SHORT PORTFOLIO, LLC |
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|
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By: Yakira Capital Management, Inc |
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/s/ Bruce Kallins |
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Name: |
Bruce Kallins |
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Title: |
President |
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[Signature Page to Registration Rights Agreement]

Holders: |
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|
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D. Boral Capital LLC |
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as Representative of the several Underwriters |
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/s/ Gaurav Verma |
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Name: |
Gaurav Verma |
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Title: |
Co-Head of Investment Banking |
|

[Signature Page to Registration Rights Agreement]

### EX-10.4 - PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 21, 2026, BY AND BETWEEN T
EX-10.4
8
ea029210001ex10-4.htm
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 21, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR

Exhibit 10.4

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This Private Placement Units
Purchase Agreement, dated as of May 21, 2026 (this “ Agreement ”), is entered into by and between Burtech Acquisition
Corp II, a Cayman Islands exempted company (the “ Company ”), and Burtech Sponsor II LLC, a Delaware limited liability
company (the “ Purchaser ”).

WHEREAS, the Company intends
to consummate an initial public offering of the Company’s units (the “ Public Offering ”), each unit consisting
of one Class A ordinary share, par value $0.0001 per share (a “ Class A Ordinary Share ” or “ Share ”)
and one redeemable warrant (“ Warrant ”), each warrant exercisable for one Share at an exercise price of $11.50 per Share,
as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “ Registration Statement ”);

WHEREAS, the Company desires
to sell, and the Purchaser desires to purchase, on a private placement basis (the “ Offering ”), an aggregate of 222,000
private placement units (or 240,000 if the over-allotment option is exercised in full, “ Units ”) of the Company, each
Unit comprised of one Share and one Warrant to purchase one Share (the “ Warrant Shares ”) to be governed by the Warrant
Agreement (as defined below) (collectively, the “ Private Placement Securities ”), of the Company, for an aggregate purchase
price of $2,220,000 (or $2,400,000 if the over-allotment option is exercised in full);

WHEREAS, the Purchaser desires
to purchase the Private Placement Securities on the terms and conditions set forth herein and the Company wishes to accept such subscription.

NOW THEREFORE, in consideration
of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

Section 1. Agreement to Subscribe.

1.1 Purchase and Issuance
of the Units . For the aggregate sum of $2,220,000 (the “ Purchase Price ”), upon the terms and subject to the conditions
of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on
the Closing Date (as defined in Section 1.2) Units.

1.2 Closing . The closing
(the “ Closing ”) of the Offering shall take place by electronic exchange of executed documents simultaneously with the
consummation of the Company’s initial public offering (the “ IPO ”, and such date, the “ Closing Date ”).

1.3 Delivery of the Purchase
Price . At least one business day prior to the effective date of the Registration Statement relating to the IPO, the Purchaser agrees
to deliver the Purchase Price by certified bank check or wire transfer of immediately available funds denominated in United States Dollars
to the Company. The Company shall deposit or cause to be deposited into the trust account which will be established for the benefit of
the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by
and between the Company and Continental Stock Transfer & Trust Company, a New York corporation (“ CST ”), and into
which substantially all of the proceeds of the IPO will be deposited (the “ Trust Account ”), on the applicable Closing
Date, no more than $80,400,000 ($10.05 per unit) (or $92,460,000 if the over-allotment option of the Company’s underwriters in connection
with the IPO is exercised in full) in total, from the aggregate proceeds of the IPO, the Purchase Price and the sale of Private Placement
Securities by the Company to Burtech Sponsor II LLC, or affiliates thereof, on a private placement basis concurrently with the IPO (such
aggregate proceeds, the “ Aggregate Proceeds ”). The Purchaser acknowledges that the Company shall deposit or cause to
be deposited any remaining amount of the Aggregate Proceeds into an account or accounts, other than the Trust Account, for the Company’s
use in connection with the Company’s working capital requirements. If the IPO is not consummated within 14 days of the date the
Purchase Price is delivered to the Company, the Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer
of immediately available funds denominated in United States Dollars, without interest or deduction.

1.4 Delivery of Unit Certificate .
Upon the applicable Closing Date after delivery of the Purchase Price in accordance with Section 1.3, the Purchaser shall become irrevocably
entitled to receive a unit certificate representing the Units.

1.5 Termination . This
Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Closing does not occur prior
to July 31, 2026.

Section 2. Representations and Warranties of
the Purchaser.

The Purchaser represents and
warrants to the Company that:

2.1 No Government Recommendation
or Approval . It understands that no United States federal or state agency or similar agency of any other country has passed upon or
made any recommendation or endorsement of the Company, the Offering, the Units, the Warrants, the Warrant Shares, or the Class A Ordinary
Shares included in the Units (excluding the Warrant Shares, the “ Unit Shares ” and, collectively with the Units, the
Warrants and the Warrant Shares, the “ Securities ”).

2.2 Organization . It
is a company, validly existing and in good standing under the laws of its jurisdiction of organization and possesses all requisite power
and authority necessary to carry out the transactions contemplated by this Agreement.

2.3 Private Offering .
It is an “ accredited investor ” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933,
as amended (the “ Securities Act ”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“ Regulation
S ”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement
exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar
exemptions under state law or a non-U.S. Person under Regulation S.

2.4 Authority . This
Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity).

2.5 No Conflicts . The
execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do
not violate, conflict with or constitute a default under (i) the Purchaser’s organizational documents, (ii) any agreement, indenture
or instrument to which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the Purchaser is subject, or any
agreement, order, judgment or decree to which the Purchaser is subject.

2.6 No Legal Advice from
Company . It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and
the other agreements entered into between the parties hereto with its own legal counsel and investment and tax advisors. Except for any
statements or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto,
it is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the
securities laws of any jurisdiction.

2.7 Access to Information;
Independent Investigation . Prior to the execution of this Agreement, it has had the opportunity to ask questions of and receive answers
from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects
of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining
whether to make this investment, it has relied solely on its own knowledge and understanding of the Company and its business based upon
its own due diligence investigation and the information furnished pursuant to this paragraph. It understands that no person has been authorized
to give any information or to make any representations which were not furnished pursuant to this Section 2 and it has not relied
on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations
and/or its prospects.

2.8 Reliance on Representations
and Warranties . It understands the Private Placement Securities are being offered and sold to it in reliance on exemptions from the
registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the
Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the
Purchaser set forth in this Agreement in order to determine the applicability of such provisions.

2.9 No Advertisements .
It is not subscribing for the Private Placement Securities as a result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar
or meeting.

2.10 Legends . It acknowledges
and agrees that any certificates evidencing the Securities shall bear the restrictive legend(s), in form and substance as set forth in
Section 4 hereof, as applicable.

2.11 Experience, Financial
Capability and Suitability . It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment
in the Private Placement Securities and (ii) able to bear the economic risk of his investment in the Private Placement Securities for
an indefinite period of time because the Private Placement Securities have not been registered under the Securities Act and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. It has substantial
experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating
the merits and risks of its investment in the Company and has the capacity to protect its own interests. It has substantial experience
in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the
merits and risks of its investment in the Company and has the capacity to protect its own interests.

2.12 Investment Purposes .
It is purchasing the Private Placement Securities solely for investment purposes, for its own account and not for the account or benefit
of any other person, and not with a view towards the distribution or dissemination thereof and it has no present arrangement to sell the
interest in the Private Placement Securities to or through any person or entity. It shall not engage in hedging transactions with regard
to the Private Placement Securities unless in compliance with the Securities Act.

2.13 Restrictions on Transfer .
It acknowledges and understands the Private Placement Securities are being offered in a transaction not involving a public offering in
the United States within the meaning of the Securities Act. The Private Placement Securities have not been registered under the Securities
Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Private Placement Securities, such Securities
may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities
Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“ Rule 144 ”),
if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case
in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities
or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company
an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it
will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to
it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination of the Company,
despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Section 3. Representations and Warranties of
the Company.

The Company represents and
warrants to the Purchaser that:

3.1 Valid Issuance of Share
Capital . The total number of all classes of share capital which the Company has authority to issue is 500,000,000 Class A Ordinary
Shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference
shares of a par value of US$0.0001 each. As of the date hereof, the Company has issued an aggregate of 3,942,857 Class B ordinary shares
(of which 514,286 Class B ordinary shares are subject to forfeiture by the Company’s sponsor as described in the Registration Statement)
to the Company’s sponsor and a third-party investor. As of the date hereof, no preferred shares are issued and outstanding. All
of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

3.2 Title to Securities .
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered into with CST on or
prior to the closing of the IPO (the “ Warrant Agreement ”) and the amended and restated memorandum and articles of association
of the Company (as applicable), as the case may be, (i) the Shares will be duly and validly issued, fully paid and non-assessable and
(ii) each of the Warrants will be valid and legally binding obligation of the company, enforceable against the company in accordance with
their terms. On the date of issuance of the Units, the Shares and the Warrant Shares shall have been reserved for issuance. Upon issuance
in accordance with, and the payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have or receive good title
to the Warrant Shares, free and clear of all liens, claims and encumbrances of any kind other than (i) transfer restrictions hereunder
and pursuant to the insider letter to be entered into on or prior to the closing of the IPO (the “ Insider Letter ”)
and (ii) transfer restrictions under federal and state securities laws.

3.3 Organization and Qualification .
The Company has been duly incorporated and is validly existing as a Cayman Islands exempted company and has the requisite corporate power
to own its properties and assets and to carry on its business as now being conducted.

3.4 Authorization; Enforcement .
(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to
issue the Private Placement Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement
by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate
action and no further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement
constitutes, and upon the execution and delivery thereof, the Warrants and Warrant Agreement, will constitute, valid and binding obligations
of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of
rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

3.5 No Conflicts . The
execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not
(i) result in a violation of the Company’s amended and restated memorandum and articles of association, (ii) conflict with, or constitute
a default under any agreement, indenture or instrument to which the Company is a party or (iii) conflict with any law statute, rule or
regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any
federal, state or foreign securities filings which may be required to be made by the Company subsequent to the Closing, and any registration
statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity
in order for it to perform any of its obligations under this Agreement or issue the Private Placement Securities in accordance with the
terms hereof.

Section 4. Legends.

4.1 Legends . The Company
will issue the Units, the Warrants, and the Unit Shares, and when issued, the Warrant Shares purchased by the Purchaser, in the name of
the Purchaser. The Securities will bear the following legend(s), as applicable, and appropriate “stop transfer” instructions:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND THESE SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B)
TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C)
PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.
HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT
TO AN AGREEMENT BETWEEN BURTECH ACQUISITION CORP II AND BURTECH SPONSOR II LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF DURING THE TERM OF THE APPLICABLE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN.

4.2 Purchaser’s Compliance .
Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all applicable securities
laws upon resale of the Securities.

4.3 Company’s Refusal
to Register Transfer of the Securities . The Company shall refuse to register any transfer of the Securities, if in the sole judgment
of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities
Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and applicable state securities
laws and (iii) in compliance herewith.

4.4 Registration Rights .
The Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement (“ Registration
Rights Agreement ”) to be entered into with the Company on or prior to the closing of the IPO.

Section 5. Lockup.

The Purchaser acknowledges
and agrees that the Securities shall not be transferable, saleable or assignable until one hundred eighty (180) days after the consummation
by the Company of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business
combination with one or more businesses or entities (a “ Business Combination ”), except to Permitted Transferees (as
defined in the Insider Letter).

Section 6. Securities Laws Restrictions.

The Purchaser agrees not to
sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed
to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the
Company, that such registration is not required because such transaction complies with the Securities Act and the rules promulgated by
the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Section 7. Waiver of Redemption Rights.

In connection with the Securities
purchased pursuant to this Agreement, the Purchaser hereby waives any and all redemption rights (i) in connection with the Company’s
completion of the Business Combination, (ii) upon the Company’s failure to complete the Business Combination within 15 months
or up to 21 months following the closing of the IPO, after two three-month extensions, upon the deposit by the Sponsor into the Trust
Account of $0.10 per public Class A ordinary share issued and outstanding, for each three-month extension after the closing of the Offering,
or during any extended time that the Company has to consummate a Business Combination beyond 21 months as a result of a shareholder vote
to amend the Company’s amended and restated memorandum and articles of association (an “ Extension Period ”)) from
the completion of the IPO or the liquidation of the Company prior to the expiration of such 21-month period or any Extension Period, or
(iii) if the Company seeks an amendment to its amended and restated memorandum and articles of association that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Class A Ordinary Shares sold as part of the units offered in the IPO
or any other provision of the Company’s amended and restated memorandum and articles of association relating to shareholders’
rights or the Company’s pre-initial Business Combination activity.

Section 8. Rescission Right Waiver and Indemnification.

8.1 Rescission Waiver .
The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be
no general solicitation of purchasers of the Private Placement Securities. In this regard, if the Offering were deemed to be a general
solicitation with respect to the Private Placement Securities, the offer and sale thereof may not be exempt from registration and, if
not, the Purchaser may have a right to rescind its purchase of the Private Placement Securities. In order to facilitate the completion
of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the
Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law,
any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Private Placement
Securities as a result of the issuance of the Private Placement Securities being deemed to be in violation of Section 5 of the Securities
Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Private Placement Securities
to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions,
causes of action, suits, claims or proceedings (each, a “ Claim ” and collectively, the “ Claims ”)
and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in
connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably
incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or
future actual or asserted right to rescind the purchase of the Private Placement Securities hereunder or relating to the purchase of the
Private Placement Securities and the transactions contemplated hereby.

8.2 No Recourse Against
Trust Account . The Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its
purchase of the Private Placement Securities or any Claim that may arise now or in the future.

8.3 Section 8 Waiver .
The Purchaser agrees that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, the Purchaser has
offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that
applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder
in this regard.

Section 9. Conditions of the Purchaser’s
Obligations

The obligations of the Purchaser
to purchase and pay for the Private Placement Securities are subject to the fulfillment, on or before the Closing Date, of each of the
following conditions:

A. Representations and Warranties .
The representations and warranties of the Company contained in Section 3 shall be true and correct at and as of the Closing as
though then made.

B. Performance . The Company
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by it on or before the Closing.

C. No Injunction . No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrant
Agreement or the Rights Agency Agreement.

D. Warrant Agreement .
The Company shall have entered into the Warrant Agreement.

Section 10. Conditions of the Company’s Obligations

The obligations of the Company
to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions:

A. Representations and Warranties .
The representations and warranties of the Purchaser contained in Section 2 shall be true and correct at and as of the Closing as
though then made.

B. Performance . The Purchaser
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by the Purchaser on or before the Closing.

D. Warrant Agreement .
The Company shall have entered into the Warrant Agreement.

Section 11. Terms of the Units.

Section 12. Governing Law; Jurisdiction; Waiver
of Jury Trial.

This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such territory.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.

Section 13. Assignment; Entire Agreement; Amendment.

13.1 Assignment . Neither
this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without the prior
consent of the Company, to one or more persons agreeing to be bound by the terms hereof and the transfer restrictions applicable to the
Purchaser set forth in the Letter Agreement. Upon such assignment by the Purchaser, the assignee(s) shall become Purchaser hereunder and
have the rights and obligations provided for herein to the extent of such assignment.

13.2 Entire Agreement .
This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any
and all prior discussions, agreements and understandings of any and every nature.

13.3 Amendment . Except
as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other
than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

13.4 Binding upon Successors .
This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.

Section 14. Notices; Indemnity.

14.1 Notices . All notices,
requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set
forth on the signature page hereto or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered
by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests,
consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof
to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following
the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth business day following the day
such mailing is made.

14.2 Indemnification .
Subject to Section 8, each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth
in this Agreement.

Section 15. Counterparts.

This Agreement may be executed
in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such signature page were an original thereof.

Section 16. Survival; Severability.

16.1 Survival . The
representations, warranties, covenants and agreements of the parties hereto shall survive the Closing until one (1) year following the
consummation of an initial Business Combination.

16.2 Severability .
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.

Section 17. Headings.

The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

Section 18. Construction.

The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words
“include,” “includes,” and “including” will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in
the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words
“this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties
hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.

[Signature page follows]

IN WITNESS WHEREOF , the
parties hereto have executed this Agreement to be effective as of the date first set forth above.

COMPANY: |
|

|
|

BURTECH ACQUISITION CORP II |
|

|
|

By: |
/s/
Shahal Khan |
|

Name: |
Shahal Khan |
|

Title: |
Chief Executive Officer |
|

|
|
|

PURCHASER: |
|

|
|

BURTECH SPONSOR II LLC |
|

|
|

By: |
/s/ Shahal Khan |
|

Name: |
Shahal Khan |
|

Title: |
Managing Member |
|

[ Signature Page to Private Placement Units Purchase
Agreement ]

### EX-10.5 - FOUNDER SHARES AND PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 21, 202
EX-10.5
9
ea029210001ex10-5.htm
FOUNDER SHARES AND PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MAY 21, 2026, BY AND AMONG THE COMPANY, THE SPONSOR AND THE THIRD-PARTY INVESTOR SIGNATORIES

Exhibit 10.5

FOUNDER
SHARES AND PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This
Founder Shares and Private Placement Units Purchase Agreement, dated as of May 21, 2026 (this “ Agreement ”), is entered
into by and between Burtech Acquisition Corp II, a Cayman Islands exempted company (the “ Company ”), Burtech Sponsor
II LLC (the “Sponsor”), and the several purchasers named on Exhibit A hereto (each a “ Purchaser ”).

WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “ Public Offering ”),
each unit consisting of one Class A ordinary share, par value $0.0001 per share (a “ Class A Ordinary Share ” or “ Share ”)
and one warrant (“ Warrant ”) each exercisable to purchase one Class A Ordinary Share at $11.50 per share (the “ Warrant ”,
and which tougher with the Class A Ordinary Share, the “ Public Units ”) upon the consummation of an initial business
combination, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “ Registration
Statement ”);

WHEREAS,
the Company desires to issue, and the Purchasers desire to subscribe for, on a private placement basis (the “ Offering ”),
an aggregate of 30,000 units (“ Units ”) of the Company, each Unit comprised of one Share and one warrant (“ Warrant ”)
each exercisable to purchase one Class A Ordinary Share at $11.50 per share (the “ Warrant Shares ”) to be governed
by the Warrant Agreement (as defined below) (the “ Private Placement Securities ”), of the Company, for an aggregate
purchase price of $300,000;

WHEREAS,
Sponsor currently owns 3,942,857 Class B ordinary shares of the Company, $0.0001 par value per share and wishes to sell, assign and transfer
an aggregate of 375,000 Class B Shares (the “ Class B Shares ”) held by it to the Purchasers at the time of the Offering;
and

WHEREAS,
the Purchaser desires to purchase the Private Placement Securities and Class B Shares on the terms and conditions set forth herein and
the Company wishes to accept the subscription for the Private Placement Securities and the Sponsor wishes to accept the purchase of the
Class B Shares.

NOW
THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company, the Sponsor, and the Purchasers hereby agree as follows:

Section
1. Agreement to Subscribe.

1.1 Subscription
and Issuance of the Units, Purchase of Class B Shares . Upon the terms and subject to the conditions of this Agreement, the Purchasers
hereby agree to subscribe for from the Company, and the Company and the Sponsor (as applicable) hereby agree to sell, assign, and transfer
to the Purchaser, upon the terms and subject to the conditions of this Agreement (i) Units to be issued and delivered by the Company
to the Purchasers for an aggregate purchase price of $300,000 (the “ Private Placement Securities Purchase Price ”)
and (ii) the Class B Shares, to be transferred and delivered by the Sponsor to the Purchaser for an aggregate purchase price of $0.006
per Class B Share (the “ Class B Shares Purchase Price ” and, together with the Private Placement Securities Purchase
Price, the “Purchase Price”) in the amounts set forth on Exhibit A hereto.

1.2 Closing .
The closing (the “ Closing ”) of the Offering shall take place by electronic exchange of executed documents simultaneously
with the consummation of the Company’s initial public offering (the “ IPO ”, and such date, the “ Closing
Date ”).

1.3 Delivery
of the Purchase Price . At least one business day prior to the effective date of the Registration Statement relating to the IPO, the
Purchasers agree to deliver the Private Placement Securities Purchase Price and the Class B Shares Purchase Price by certified bank check
or wire transfer of immediately available funds denominated in United States Dollars to the Company and the Sponsor, as applicable. The
Company shall deposit or cause to be deposited the Private Placement Securities Purchase Price into the trust account which will be established
for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to
be entered into by and between the Company and Continental Stock Transfer and Trust Company (“ Continental ”), and into
which substantially all of the proceeds of the IPO will be deposited (the “ Trust Account ”), on the applicable Closing
Date, at a price of $10.05 per Public Unit, for no more than $80,400,000 (or $92,460,000 if the over-allotment option of the Company’s
underwriters in connection with the IPO is exercised in full) in total, from the aggregate proceeds of the IPO, the Private Placement
Securities Purchase Price and the sale of the Units by the Company to Burtech Sponsor II LLC, or affiliates thereof, on a private placement
basis concurrently with the IPO (such aggregate proceeds, the “ Aggregate Proceeds ”). The Purchasers acknowledge that
the Company shall deposit or cause to be deposited any remaining amount of the Aggregate Proceeds into an account or accounts, other
than the Trust Account, for the Company’s use in connection with the Company’s working capital requirements. If the IPO is
not consummated within 14 days of the date the Purchase Price is delivered to the Company and the Sponsor, the Purchase Price shall be
returned to the Purchasers by certified bank check or wire transfer of immediately available funds denominated in United States Dollars,
without interest or deduction.

1.4 Delivery
of Unit and Share Certificates or Other Evidence of Transfer . Upon the Closing Date after delivery of the Purchase Price in accordance
with Section 1.3, the Purchaser shall become irrevocably entitled to receive a unit certificate representing the Units. The Company will
cause its transfer agent to provide an account statement reflecting the issuance of the Private Placement Securities and the Class B
Shares to Purchaser within three

(3)
business days of the Closing Date. The maintainer of the register of members of the Company will update the register of members to reflect
the transfer of the Class B Shares to the Purchasers.

1.5 Termination .
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Closing does not occur
prior to July 31, 2026.

Section
2. Representations and Warranties of the Purchaser.

The
Purchaser represents and warrants to the Company and the Sponsor that:

2.1 No
Government Recommendation or Approval . It understands that no United States federal or state agency or similar agency of any other
country has passed upon or made any recommendation or endorsement of the Company, the Offering, the Units or the Class A Ordinary Shares
included in the Units, the Class B Shares (collectively with the Units, the Warrants, the Warrant Shares, the Class A Ordinary Shares
and the Class B Shares the “ Securities ”).

2.2 Organization .
It is a company, validly existing and in good standing under the laws of its jurisdiction of organization and possesses all requisite
power and authority necessary to carry out the transactions contemplated by this Agreement.

2.3 Private
Offering . It is an “ accredited investor ” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act of 1933, as amended (the “ Securities Act ”) or it is not a “U.S. Person” as defined in Rule 902 of
Regulation S (“ Regulation S ”) under the Securities Act. It acknowledges that the sale contemplated hereby is being
made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation
D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.

2.4 Authority .
This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).

2.5 No
Conflicts . The execution, delivery and performance of this Agreement and the consummation by each Purchaser of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Purchaser’s organizational documents, (ii) any agreement,
indenture or instrument to which each Purchaser is a party or (iii) any law, statute, rule or regulation to which that Purchaser is subject,
or any agreement, order, judgment or decree to which each Purchaser is subject.

2.6 No
Legal Advice from Company . It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the other agreements entered into between the parties hereto with its own legal counsel and investment and tax
advisors. Except for any statements or representations of the Company or the Sponsor made in this Agreement and the other agreements
entered into between the parties hereto, it is relying solely on such counsel and advisors and not on any statements or
representations of the Company or the Sponsor or any of their representatives or agents for legal, tax or investment advice with
respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

2.7 Access
to Information; Independent Investigation . Prior to the execution of this Agreement, it has had the opportunity to ask questions
of and receive answers from representatives of the Company and the Sponsor concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, it has relied solely on its own knowledge and understanding
of the Company and its business based upon its own due diligence investigation and the information furnished pursuant to this paragraph.
It understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant
to this Section 2 and it has not relied on any other representations or information in making its investment decision, whether
written or oral, relating to the Company, its operations and/or its prospects.

2.8 Reliance
on Representations and Warranties . It understands the Private Placement Securities and Class B Shares are being offered and sold
to it in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and
regulations of various states, and that the Company and the Sponsor are relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of each Purchaser set forth in this Agreement in order to determine the applicability
of such provisions.

2.9 No
Advertisements . It is not subscribing for the Private Placement Securities or purchasing the Class B Shares as a result of or subsequent
to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over
television or radio, or presented at any seminar or meeting.

2.10 Legends .
It acknowledges and agrees that any certificates evidencing the Securities shall bear the restrictive legend(s), in form and substance
as set forth in Section 5 hereof, as applicable.

2.11 Experience,
Financial Capability and Suitability . It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits
of the investment in the Private Placement Securities and the Class B Shares and (ii) able to bear the economic risk of his investment
in the Private Placement Securities and the Class B Shares for an indefinite period of time because the Private Placement Securities
and the Class B Shares have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered
under the Securities Act or an exemption from such registration is available. It has substantial experience in evaluating and investing
in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment
in the Company and has the capacity to protect its own interests. It has substantial experience in evaluating and investing in transactions
of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company
and has the capacity to protect its own interests.

2.12 Investment
Purposes . It is subscribing for the Private Placement Securities and purchasing the Class B Shares solely for investment purposes,
for its own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination
thereof and it has no present arrangement to sell the interest in the Private Placement Securities and Class B Shares to or through any
person or entity. It shall not engage in hedging transactions with regard to the Private Placement Securities and Class B Shares unless
in compliance with the Securities Act.

2.13 Restrictions
on Transfer . It acknowledges and understands the Private Placement Securities and Class B Shares are being offered in a
transaction not involving a public offering in the United States within the meaning of the Securities Act. The Private Placement
Securities and the Class B shares have not been registered under the Securities Act, and, if in the future, it decides to offer,
resell, pledge or otherwise transfer the Private Placement Securities and Class B Shares, such Securities and Class B Shares may be
offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the
Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“ Rule
144 ”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities
Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if
any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may
be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available
exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a
shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following
consummation of the initial Business Combination of the Company, despite technical compliance with the requirements of Rule 144 and
the release or waiver of any contractual transfer restrictions.

Section
3. Representations and Warranties of the Company.

The
Company represents and warrants to each Purchaser that:

3.1 Valid
Issuance of Share Capital . The Company’s authorized share capital is $50,000 divided into Class A Ordinary Shares of a par
value of US$0.0001 each, 50,000,000 Class B Shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of
US$0.0001 each. As of the date hereof, the Company has issued 3,942,857 Class B Shares (of which 514,286 Class B ordinary shares are
subject to forfeiture as described in the Registration Statement) to the Sponsor. As of the date hereof, no preference shares are issued
and outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

3.2 Title
to Securities . Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered
into with Continental on or prior to the closing of the IPO (the “ Warrant Agreement ”) and the amended and restated
memorandum and articles of association of the Company (as applicable), and upon entry into the Company’s register of members, as
the case may be, (i) the Shares and Class B Shares will be duly and validly issued, fully paid and non-assessable and (ii) the Warrants
will be valid and legally binding obligation of the company, enforceable against the company in accordance with their terms. On the date
of issuance of the Units, the Shares and the Warrants Shares shall have been reserved for issuance. Upon issuance in accordance with,
and the payment pursuant to, the terms hereof and the Warrant Agreement, and upon entry into the Company’s register of members,
the Purchaser wills have or receive good title to the shares underlying the Warrants, free and clear of all liens, claims and encumbrances
of any kind other than (i) transfer restrictions hereunder and pursuant to the insider letter to be entered into on or prior to the closing
of the IPO (the “ Insider Letter ”) and (ii) transfer restrictions under federal and state securities laws.

3.3 Organization
and Qualification . The Company has been duly incorporated and is validly existing as a Cayman Islands exempted company and has the
requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

3.4 Authorization;
Enforcement . (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this
Agreement and the Registration Rights Agreement and to issue the Private Placement Securities in accordance with the terms hereof, (ii)
the execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or shareholders is required, (iii) this Agreement constitutes, and upon the
execution and delivery thereof, the Warrants and Warrant Agreement, will constitute, valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of,
creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity
and contribution may be limited by federal and state securities laws or principles of public policy, and (iv) upon the execution and
delivery thereof, the Registration Rights Agreement, will constitute, valid and binding obligations of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights
and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may
be limited by federal and state securities laws or principles of public policy.

3.5 No
Conflicts . The execution, delivery and performance of this Agreement and the Registration Rights Agreement and the consummation
by the Company of the transactions contemplated hereby and thereby do not (i) result in a violation of the Company’s amended
and restated memorandum and articles of association, (ii) conflict with, or constitute a default under any agreement, indenture or
instrument to which the Company is a party or (iii) conflict with any law statute, rule or regulation to which the Company is
subject or any agreement, order, judgment or decree to which the Company is subject. Other than any federal, state or foreign
securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which
may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any
consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory
entity in order for it to perform any of its obligations under this Agreement or the Registration Rights Agreement or issue the
Private Placement Securities in accordance with the terms hereof.

Section
4. Representations and Warranties of the Sponsor.

4.1 Organization
and Qualification . The Sponsor has been duly incorporated and is validly existing as a Delaware limited liability company and has
the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

4.2 Authorization;
Enforcement . (i) The Sponsor has the requisite corporate power and authority to enter into and perform its obligations under this
Agreement and to transfer the Class B Shares in accordance with the terms hereof, (ii) the execution, delivery and performance of this
Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary
corporate action and no further consent or authorization of the Sponsor or its members or unitholders is required, and (iii) this Agreement
constitutes valid and binding obligations of the Sponsor enforceable against the Sponsor in accordance with their respective terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or
principles of public policy.

4.3 T itle
to Class B Shares . Upon transfer in accordance with, the payment pursuant to, the terms hereof, and upon entry in the Company’s
register of members, each Purchaser will have or receive legal title to the Class B Shares, free and clear of all liens, claims and encumbrances
of any kind other than (i) transfer restrictions hereunder and pursuant to the Insider Letter and (ii) transfer restrictions under the
memorandum and articles of association of the Company and federal and state securities laws.

4.4 No
Conflicts . The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions contemplated
hereby do not (i) result in a violation of the Sponsor’s amended and restated limited liability company agreement, (ii) conflict
with, or constitute a default under any agreement, indenture or instrument to which the Sponsor is a party or (iii) conflict with any
law statute, rule or regulation to which the Sponsor is subject or any agreement, order, judgment or decree to which the Sponsor is subject.
Other than any federal, state or foreign securities filings which may be required to be made by the Sponsor subsequent to the Closing,
and any registration statement which may be filed pursuant thereto, the Sponsor is not required under federal, state or local law, rule
or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency
or self-regulatory entity in order for it to perform any of its obligations under this Agreement to transfer the Class B Shares in accordance
with the terms hereof.

Section
5. Legends.

5.1 Legends .
The Company will issue the Units, the Warrants and the Unit Shares, and when issued upon exercise of the Warrants, the Warrant Shares
purchased by the Purchaser, in the name of the Purchaser. The Securities will bear the following legend(s), as applicable, and appropriate
“stop transfer” instructions:

THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES
ACT ”), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION
S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS
INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LETTER AGREEMENT BETWEEN BURTECH ACQUISITION CORP II AND THE PURCHASERS AND MAY ONLY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE APPLICABLE LOCKUP PURSUANT TO THE TERMS SET FORTH
THEREIN.

5.2 Purchasers’
Compliance . Nothing in this Section 5 shall affect in any way the Purchasers’ obligations and agreements to comply with
all applicable securities laws upon resale of the Securities.

5.3 Company’s
Refusal to Register Transfer of the Securities . The Company shall refuse to register any transfer of the Securities, if in the sole
reasonable judgment of the Company, upon advice of counsel, such purported transfer would not be made (i) pursuant to an effective registration
statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities
Act and applicable state securities laws and (iii) in compliance herewith.

5.4 Legend
Removal . Following the expiration of the transfer restrictions set forth in Section 4.1 and/or the Insider Letter, if the Class B
Shares, the Units, the Warrants, the Unit Shares, and/or the Warrant Shares (upon exercise) purchased by the Purchasers are eligible
to be sold without restriction under, and without the Company being in compliance with the current public information requirements of,
Rule 144 under the Securities Act, or if they have been registered for resale under the Securities Act, the Company will use its best
efforts to cause the Company’s transfer agent/Warrants agent to remove any legend(s) to which any such are subject. In connection
therewith, if required by the Company’s transfer agent, the Company will use its best efforts to promptly cause an opinion of counsel
to the Company to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions
required by the transfer agent that authorize and direct the transfer agent/Warrants agent to issue such securities without any such
legend(s).

5.5 Registration
Rights . The Purchasers will be entitled to certain registration rights which will be governed by a registration rights agreement
(“ Registration Rights Agreement ”) to be entered into with the Company on or prior to the closing of the IPO.

Section
6. Lockup.

The
Purchaser acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until after the consummation
by the Company of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business
combination with one or more businesses or entities (a “ Business Combination ”), except to Permitted Transferees (as
defined in the Insider Letter).

Section
7. Securities Laws Restrictions.

The
Purchasers agree not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto
(a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the
Securities proposed to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably
satisfactory to the Company, that such registration is not required because such transaction complies with the Securities Act and the
rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Section
8. Waiver of Redemption Rights.

In
connection with the Securities purchased pursuant to this Agreement, each Purchaser hereby waives any and all redemption rights (i)
in connection with the Company’s completion of the Business Combination, (ii) upon the Company’s failure to complete the
Business Combination within 15 months (or 21 months by means of two three-month extensions after the closing of the IPO) (or during
any extended time that the Company has to consummate a Business Combination beyond 15 months (or 21 months by means of two
three-month extensions after the closing of the IPO) as a result of a shareholder vote to amend the Company’s amended and
restated memorandum and articles of association (an “ Extension Period ”)) from the completion of the IPO or the
liquidation of the Company prior to the expiration of such 15 month period (or 21 months by means of two three-month extensions
after the closing of the IPO) or any Extension Period, or (iii) if the Company seeks an amendment to its amended and restated
memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of
the Class A Ordinary Shares sold as part of the units offered in the IPO or any other provision of the Company’s amended and
restated memorandum and articles of association relating to shareholders’ rights or the Company’s pre-initial Business
Combination activity. Notwithstanding the foregoing, (i) with respect to the Private Placement Securities and Class B Shares, the
waiver of redemption rights shall only apply to the assets of the Company held in the Trust Account and shall only apply to a
liquidation of the Company prior to the consummation of the Business Combination, and not thereafter. Notwithstanding anything to
the contrary contained with this Section 8 or otherwise (i) nothing shall prevent the Purchaser from redeeming any Class A Ordinary
Shares (including shares included in Units) it may purchase pursuant to the Registration Statement in the IPO or in the open market
following the IPO. and (ii) such Purchaser does not waive any right title, interest or claim against the Trust Account (including
any distributions therefrom) arising as a result of, in connection with or relating in any way to its purchase or ownership of any
securities of the Company acquired in the open market (“Reserved Claims”) and are not prohibited from seeking recourse
against the Trust Account with respect to any Reserved Claims.

Section
9. Rescission Right Waiver and Indemnification.

9.1 Rescission
Waiver . Each Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires
there be no general solicitation of purchasers of the Private Placement Securities and Class B Shares. In this regard, if the Offering
were deemed to be a general solicitation with respect to the Private Placement Securities and Class B Shares, the offer and sale thereof
may not be exempt from registration and, if not, such Purchaser may have a right to rescind its purchase of the Private Placement Securities
or Class B Shares. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the
Trust Account from claims that may adversely affect the Company or the interests of its shareholders, each Purchaser hereby agrees to
waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be,
to seek rescission of its purchase of the Private Placement Securities or Class B Shares as a result of the issuance of the Private Placement
Securities or Class B Shares being deemed to be in violation of Section 5 of the Securities Act. Each Purchaser acknowledges and agrees
this waiver is being made in order to induce the Company to issue the Private Placement Securities and the Sponsor to sell the Class
B Shares to such Purchaser, as applicable. Each Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all
known or unknown actions, causes of action, suits, claims or proceedings (each, a “ Claim ” and collectively, the “ Claims ”)
and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in
connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably
incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or
future actual or asserted right to rescind the subscription for the Private Placement Securities and purchase of Class B Shares hereunder
or relating to the subscription for the Private Placement Securities and purchase of Class B Shares and the transactions contemplated
hereby.

9.2 No
Recourse Against Trust Account . Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in
connection with its purchase of the Private Placement Securities and Class B Shares or any Claim that may arise now or in the future.

9.3 Section
9 Waiver . Each Purchaser agrees that to the extent any waiver of rights under this Section 9 is ineffective as a matter of law,
such Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory
disqualification or bar that applies to a legal right. Each Purchaser acknowledges the receipt and sufficiency of consideration
received from the Company hereunder in this regard.

Section
10. Conditions of the Purchaser’s Obligations.

The
obligations of each Purchaser to subscribe and pay for the Private Placement Securities are subject to the fulfillment, on or before
the Closing Date, of each of the following conditions:

A. Representations
and Warranties . The representations and warranties of the Company contained in Section 3 shall be true and correct at and
as of the Closing as though then made.

B. Performance .
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before the Closing.

C. No
Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.

D. Warrant Agreement. The Company shall have entered into the Warrant Agreement.

E. Registration
Rights Agreement. The Company shall have entered into and delivered the Registration Rights Agreement.

F. No
Changes to the IPO Terms. There being no material change in the pricing of the IPO or in the structure, terms and conditions in the
capital structure of the Company from that set forth in the Registration Statement on Form S-1 filed with the United States Securities
and Exchange Commission on the date hereof.

G. The
Founder Shares shall have been issued to the Sponsor prior to the date of this Agreement and the Sponsor shall be permitted to transfer
the Founder Shares to Purchaser as set forth herein.

Section
11. Conditions of the Company’s Obligations.

The
obligations of the Company to each Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, of each of
the following conditions:

A. Representations
and Warranties . The representations and warranties of each Purchaser contained in Section 2 shall be true and correct at and
as of the Closing as though then made.

B. Performance .
Each Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by each Purchaser on or before the Closing.

C. No
Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.

D. Warrant Agreement . Each Purchaser shall have entered into the Warrant Agreement.

Section
12. Terms of the Units; Registration Rights.

The
Units shall be substantially identical to the Units offered in the IPO as set forth in the Underwriting Agreement to be entered into
between the Company and D. Boral Capital LLC in connection with the IPO, except the Units: (i) will be subject to the transfer restrictions
described herein, and (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and
will become freely tradable only after certain conditions are met or the resale of the securities underlying the Units is registered
under the Securities Act. Each Purchaser’s rights under the Registration Rights Agreement may not be subsequently terminated, amended,
revised or otherwise modified without the relevant Purchaser’s written consent. The Registration Rights Agreement shall provide
each Purchaser with registration rights with respect to the Class B Shares and Private Placement Securities and the shares underlying
the Private Placement Securities that are no less favorable to the Investor than the registration rights of each Purchaser set forth
therein.

Section
13. Governing Law; Jurisdiction; Waiver of Jury Trial.

This
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly
performed within such territory. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant
to this Agreement and the transactions contemplated hereby.

Section
14. Assignment; Entire Agreement; Amendment.

14.1 Assignment .
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person, without the prior consent of the Company
and the Sponsor , to one or more persons agreeing to be bound by the terms hereof and the transfer restrictions applicable to each Purchaser
set forth in the Insider Letter; provided, however, that each Purchaser may assign its rights and obligations under this Agreement to
one or more of its affiliates, to other investment funds or accounts managed or advised by the investment manager who acts on behalf
of each Purchaser or by an affiliate of such investment manager. Upon such assignment by the Purchaser, the assignee(s) shall become
a Purchaser hereunder and have the rights and obligations provided for herein to the extent of such assignment.

14.2 Entire
Agreement . This Agreement, the Registration Rights Agreement, and the Insider Letter set forth the entire agreement and understanding
between the parties as to the subject matter hereof and supersedes any and all prior discussions, agreements and understandings of any
and every nature.

14.3 Amendment .
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination
is sought.

14.4 Binding
upon Successors . This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and permitted assigns.

Section
15. Notices; Indemnity.

15.1 Notices .
All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s
address set forth on the signature page hereto or to such other address as a party may designate by notice hereunder, and shall be either
(a) delivered by hand, (b) sent by overnight courier, or

(c)
sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder
shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of
such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to
the courier service, or (iii) if sent by certified mail, on the fifth business day following the day such mailing is made.

15.2 Indemnification .
Subject to Section 9, each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth
in this Agreement.

Section
16. Counterparts.

This
Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other
form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page were an original thereof.

Section
17. Survival; Severability.

17.1 Survival .
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing until one (1) year following
the consummation of an initial Business Combination.

17.2 Severability .
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.

Section
18. Headings.

The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.

Section
19. Construction.

The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof
will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include
the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.

Section
20. Most Favored Nation .

The
Company shall not enter into, with any investor of the Company (or any instruments entitling any investor to receive equity interests
of the Company) an agreement which grants such investor any rights or benefits which are more favorable (including, without limitation,
with respect to the commercial entitlements and price of equity interests of the Company under such offering) than the rights and benefits
established in favor of each Purchaser under this Agreement, unless, in any such case, each Purchaser has also been provided such rights
and benefits pursuant to a written agreement between each Purchaser and the Company. Notwithstanding the foregoing, this provision does
not apply to any securities of the Company or the Sponsor that an investor may receive in exchange for a formal forward purchase agreement
in connection with a private investment in public equity in support of the Company’s potential Business Combination and does not
apply to securities issued to or purchased by the managing members of the Sponsor or the officers, directors and advisors of the Company.

[Signature
page follows]

IN
WITNESS WHEREOF , the parties hereto have executed this Agreement to be effective as of the date first set forth above.

COMPANY:

BURTECH ACQUISITION CORP II |
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By: |
/s/ Shahal Khan |
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Name: |
Shahal Khan |
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Title: |
Chief Executive Officer |
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BURTECH SPONSOR II LLC |
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By: |
/s/ Shahal Khan |
|

Name: |
Shahal Khan |
|

Title: |
Managing Member |
|

INVESTOR:
each severally and not jointly:

MAP 136 SEGREGATED PORTFOLIO

YAKIRA PARTNERS, L.P.

WHITE
OAKS LONG-SHORT PORTFOLIO, LLC

By: |
Yakira Capital Management, Inc |
|

|
|

By: |
/s/ Bruce Kallins |
|

Name: |
Bruce Kallins |
|

Title: |
President |
|

[ Signature
Page to Founder Shares and Private Placement Units Purchase Agreement ]

Exhibit
A

Purchasers

MAP 136 Segregated Portfolio | |
$ | 226,687.50 | | |
| 22,500 | | |
| 281,250 | |

Yakira Partners, L.P. | |
$ | 50,375.00 | | |
| 5,000 | | |
| 62,500 | |

White Oaks Long-Short Portfolio, LLC | |
$ | 25,187.50 | | |
| 2,500 | | |
| 31,250 | |

Total | |
$ | 302,250.00 | | |
| 30,000 | | |
| 375,000 | |

### EX-10.6 - INDEMNITY AGREEMENT, DATED AS OF MAY 21, 2026, BY AND BETWEEN THE COMPANY AND SH
EX-10.6
10
ea029210001ex10-6.htm
INDEMNITY AGREEMENT, DATED AS OF MAY 21, 2026, BY AND BETWEEN THE COMPANY AND SHAHAL M. KHAN

Exhibit 10.6

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT
(this “ Agreement ”) is made as of May 21, 2026 by and between Burtech Acquisition Corp II, a Cayman Islands exempted
company (the “ Company ”), and Shahal M. Khan (“ Indemnitee ”).

RECITALS

WHEREAS , the Board of
Directors of the Company (the “ Board ”) has determined that it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company
and its direct and indirect subsidiaries (collectively, the “ Company Group ”) to the fullest extent permitted by applicable
law;

WHEREAS , this Agreement
is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “ Charter ”)
of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate
any rights of Indemnitee thereunder;

WHEREAS , Indemnitee may
not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that Indemnitee be so indemnified; and

NOW, THEREFORE , in consideration
of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of May 21, 2026, the
Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS

1. SERVICES TO THE COMPANY . In consideration
of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor,
key employee or in any other capacity of any member of the Company Group, as applicable, for so long as Indemnitee is duly elected or
appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding,
this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee
or in any other capacity of any member of the Company Group, as provided in Section 17. This Agreement, however, shall not impose any
obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company Group beyond any period otherwise required
by law or by other agreements or commitments of the parties, if any.

2. DEFINITIONS . As used in this Agreement:

(a) References to “ agent ”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or
other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b) The terms “ Beneficial
Owner ” and “ Beneficial Ownership ” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange
Act (as defined below) as in effect on the date hereof.

(c) A “ Change in
Control ” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Shares
by Third Party . Other than an affiliate of Burtech Sponsor II LLC (the “ Sponsor ”), any Person (as defined below)
is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of
the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors,
unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction
in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved
in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii)
of this definition;

(ii) Change in Board of Directors .
Individuals who, as of the date hereof, constitute the Board, and any new director whose appointment by the Board 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
on the date hereof or whose appointment or nomination for election was previously so approved (collectively, the “ Continuing
Directors ”), cease for any reason to constitute a majority of the members of the Board;

(iii) Corporate Transactions .
The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination
involving the Company and one or more businesses (a “ Business Combination ”), in each case, unless, following such Business
Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities of the Company
entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 51% of the combined voting power of the then outstanding securities of the surviving or resulting entity or the ultimate parent
entity that controls such surviving or resulting entity (the “ Successor ”) entitled to vote generally in the election
of directors of the Successor (including, without limitation, a corporation which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially
the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in
the election of directors; (2) other than an affiliate of the Company, no Person (excluding any corporation resulting from such Business
Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of the successor except to the extent that such Person was the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the Company prior to such Business Combination; and (3) a majority
of the board of directors (or comparable governing body) of the Successor were Continuing Directors at the time of the execution of the
initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

(iv) Liquidation . The
approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale
or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current
receivables or escrows due (or, if such shareholder approval is not required, the decision by the Board to proceed with such a liquidation,
sale, or disposition in one transaction or a series of related transactions); or

(v) Other Events . There
occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or
any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined
below), whether or not the Company is then subject to such reporting requirement.

(d) “ Corporate Status ”
describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee
or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.

(e) “ Companies Law ”
shall mean the Companies Act (As Revised) of the Cayman Islands, as amended from time to time.

(f) “ Cayman Court ”
shall mean the courts of the Cayman Islands.

(g) “ Disinterested
Director ” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect
of which indemnification is sought by Indemnitee.

(h) “ Enterprise ”
shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent.

(i) “ Exchange Act ”
shall mean the Securities Exchange Act of 1934, as amended.

(j) “ Expenses ”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable
attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating
in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise
compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from
any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any
cost bond, supersedeas 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 incurred in any Proceeding by or in the right of the Company.

(k) References to “ fines ”
shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request
of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties
on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants
or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of
the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed
to the best interests of the Company” as referred to in this Agreement.

(l) “ Independent
Counsel ” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that
neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any 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 (as defined below) giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “ Independent Counsel ” shall 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.

(m) The term “ Person ”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however,
that “ Person ” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment
benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly,
by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee
or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company
or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership
of shares of the Company.

(n) The term “ Proceeding ”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related
nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact of Indemnitee’s Corporate
Status, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement,
or advancement of expenses can be provided under this Agreement but shall not include any Enforcement Proceeding pursuant to Section 14.

(o) The term “ Subsidiary ,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of
which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

3. INDEMNITY IN THIRD-PARTY PROCEEDINGS .
To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with
the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor, by reason
of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against
all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses)
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s 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 misconduct. Indemnitee shall not be found to have committed actual fraud or international
misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.

4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT
OF THE COMPANY . To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as
a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of
Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4
in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction
to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY
WHO IS WHOLLY OR PARTLY SUCCESSFUL . Notwithstanding any other provisions of this Agreement except for Section 26, to the extent that
Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits
or otherwise, in defending any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the defending Company
shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding (or
part thereof) but is successful, on the merits or otherwise, in defense of one or more but less than all claims, issues or matters in
such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully
resolved claim, issue or matter. If Indemnitee is not wholly successful in defense of such Proceeding (or part thereof), the Company also
shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably
incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes
of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to the defense of such claim, issue or matter.

6. INDEMNIFICATION FOR EXPENSES OF A WITNESS .
Notwithstanding any other provision of this Agreement except for Section 26, to the extent that Indemnitee is, by reason of Indemnitee’s
Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was not or is not a party or threatened to be made a party,
Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS
AND EXONERATION RIGHTS . Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 26, the Company shall, to the fullest
extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be
made a party to any Proceeding against all Expenses and judgments, fines, penalties and amounts paid in settlement in any Proceeding by
or in the right of the Company to procure a judgment in its favor (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under
this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company
or its shareholder or is an act or omission not in good faith or which involves intentional misconduct or a known violation of the law.

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY .

(a) To the fullest extent
permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable
to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee,
shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts
paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to
such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b) The Company shall not
enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding)
unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(c) The Company hereby agrees
to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors
or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

9. EXCLUSIONS . Notwithstanding any provision
in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless
or exoneration payment in connection with any claim made against Indemnitee:

(a) for which payment has
actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with
respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement
provision or otherwise;

(b) for an accounting of profits
made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or

(c) except as otherwise provided
in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its
initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to
the powers vested in the Company under applicable law. Indemnitee shall seek payments or Advances from the Company only to the extent
that such payments or Advances are unavailable from any insurance policy of the Company covering Indemnitee.

10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM .

(a) Notwithstanding any provision
of this Agreement to the contrary, except for Section 26, and to the fullest extent not prohibited by applicable law, the Company shall
pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement
or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest
extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard
to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held
harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing
an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed
related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this
Agreement, the Charter, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a)
shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding
referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

(b) The Company will be entitled to participate
in the Proceeding at its own expense.

(c) The Company shall not
settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on
Indemnitee without Indemnitee’s prior written consent.

11. PROCEDURE FOR NOTIFICATION AND APPLICATION
FOR INDEMNIFICATION .

(a) Indemnitee agrees to notify
promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights,
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to Indemnitee under this Agreement, or otherwise.

(b) Indemnitee may deliver
to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s)
may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his sole discretion. Following such a written
application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section
12(a) of this Agreement.

12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION .

(a) A determination, if required
by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the
following methods: (i) if no Change in Control has occurred (x) by a majority vote of the Disinterested Directors, even though less than
a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board, or (z) if there are
no Disinterested Directors, or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which
shall be delivered to Indemnitee, or (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board,
a copy of which shall be delivered to the Indemnitee. 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 reasonably 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 reasonable 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 agrees to indemnify and to hold Indemnitee
harmless therefrom.

(b) In the event the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall
be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request
that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice
to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so
selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee
or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver
to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written
request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either
the Company or Indemnitee may petition the Cayman Court 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 the Cayman
Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 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).

(c) The Company agrees to
pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against
any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS .

(a) In making a determination
with respect to entitlement to indemnification hereunder, the person, 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
11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption 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.

(b) If the person, persons
or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall, to the fullest extent permitted by law, 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) a final judicial determination
that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended
for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect
to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or
information relating thereto.

(c) 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 Indemnitee 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 Indemnitee’s conduct was unlawful.

(d) For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of
account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the
Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the
Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent
certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any
director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive
or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct
set forth in this Agreement.

(e) 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 Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

14. REMEDIES OF INDEMNITEE .

(a) In the event that (i)
a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty
(30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section
5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request
therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification
pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled
to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise
is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
Except as set forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such
arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. Such adjudication
or arbitration proceeding is referred to herein as “Enforcement Proceeding.”

(b) In the event that a determination
shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any Enforcement Proceeding
shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason
of that adverse determination.

(c) In any Enforcement Proceeding,
Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses under
this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated
and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination
pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences an Enforcement Proceeding,
Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made
with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d) If a determination shall
have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in Enforcement Proceeding, 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) a prohibition of such indemnification under applicable law.

(e) The Company shall be precluded
from asserting in Enforcement Proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f) The Company shall indemnify
and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses (assuming for purposes of this sentence that
all references to a Proceeding in the definition of Expenses were references to an Enforcement Proceeding) and, if requested by Indemnitee,
shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted
by applicable law, such Expenses which are incurred by Indemnitee in connection with any Enforcement Proceeding brought by Indemnitee:
(i) to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration,
advancement or contribution agreement or provision of the Charter; or (ii) for recovery or advances under any insurance policy maintained
by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled
to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless
such Enforcement Proceeding was not brought by Indemnitee in good faith).

(g) Interest shall be paid
by the Company to Indemnitee at the legal rate under Cayman Islands law for amounts which the Company indemnifies, holds harmless or exonerates,
or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee
requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with
the date on which such payment is made to Indemnitee by or on behalf of the Company.

15. SECURITY . Notwithstanding anything
herein to the contrary, except for Section 26, to the extent requested by Indemnitee and approved by the Board, the Company may at any
time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line
of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the
prior written consent of Indemnitee.

16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION .

(a) The rights of Indemnitee
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 Charter, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect
of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising
out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment,
alteration or repeals, except as may otherwise be expressly set forth in such amendment, alteration or repeals and mutually agreed by
Indemnitee and the Company. To the extent that a change in applicable law, 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 Charter or this Agreement, it
is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. 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.

(b) The Companies Law and
the Charter permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including,
but not limited to, providing a trust fund, letter of credit, or surety bond (“ Indemnification Arrangements ”) on behalf
of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director,
officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have
the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the Companies Law, as it may
then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or
affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution
and delivery of this Agreement by the Company and Indemni