Silver Pegasus Acquisition Corp. Sample Contracts
SILVER PEGASUS ACQUISITION CORP. Santa Clara, CA 95054Securities Subscription Agreement • July 15th, 2024 • Silver Pegasus Acquisition Corp. • Blank checks • New York
Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SilverLode Capital LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 4,312,500 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a on
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2025, is made and entered into by and among Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), SilverLode Capital, LLC, a Delaware limited liability company (the “Sponsor”), Roth Capital Partners, LLC a New York limited liability company (the “Representative”) (the Sponsor and the Representative together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2025 by and between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CLASS B.1 WARRANT AGREEMENTWarrant Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2025, is by and between SILVER PEGASUS ACQUISITION CORP., 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”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
SILVER PEGASUS ACQUISITION CORP.Underwriting Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among SILVER PEGASUS ACQUISITION CORP., a Cayman Islands exempted company (the “Company”) and Roth Capital Partners, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11.500,000 of the Company’s units (including up to 1,500,000 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 right, each right entitles the holder thereof to one-tenth of a Class A ordinary share upon the consummation of an initial business combination (each , a “Right”). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-284395)
RIGHTS AGREEMENTRights Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2025 between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company with limited liability, with office at 2445 Augustine Dr., STE 15, Santa Clara, CA 950540, (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2025, is made and entered into by and among Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), SilverLode Capital, LLC, a Delaware limited liability company (the “Sponsor”), Roth Capital Partners, LLC a New York limited liability company (the “Representative”) (the Sponsor and the Representative together with 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”).
CLASS B.2 WARRANT AGREEMENTWarrant Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 14, 2025, is by and between SILVER PEGASUS ACQUISITION CORP., 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”).
10,000,000 Units SILVER PEGASUS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 14, 2025 by and between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT CLASS B.1 WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS B.1 WARRANT PURCHASE AGREEMENT, dated as of _____, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and SilverLode Capital LLC, a Delaware limited liability company (the “Purchaser”).
July 14, 2025 SILVER PEGASUS ACQUISITION CORP.Underwriting Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among SILVER PEGASUS ACQUISITION CORP., a Cayman Islands exempted company (the “Company”) and Roth Capital Partners, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11.500,000 of the Company’s units (including up to 1,500,000 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 right, each right entitles the holder thereof to one-tenth of a Class A ordinary share upon the consummation of an initial business combination (each , a “Right”). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-284395)
SILVER PEGASUS ACQUISITION CORP.Administrative Services Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks
This letter agreement by and between Silver Pegasus Acquisition Corp. (the “Company”) and SilverLode Capital LLC, a Delaware limited liability company (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
RIGHTS AGREEMENTRights Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 14, 2025 between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company with limited liability, with office at 2445 Augustine Dr., STE 15, Santa Clara, CA 950540, (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2025, is made and entered into by and among Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), SilverLode Capital, LLC, a Delaware limited liability company (the “Sponsor”), Roth Capital Partners, LLC a New York limited liability company (the “Representative”) (the Sponsor and the Representative together with 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”).
PRIVATE PLACEMENT CLASS B.2 WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS B.2 WARRANT PURCHASE AGREEMENT, dated as of _____, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and SilverLode Capital LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT CLASS B.1 WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 20th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT CLASS B.1 WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2025, by and between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), Roth Capital Partners LLC - and their respective affiliates (the “Subscriber”).
10,000,000 Units SILVER PEGASUS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT CLASS B.1 WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS B.1 WARRANT PURCHASE AGREEMENT, dated as of July 14, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and SilverLode Capital LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT CLASS B.1 WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT CLASS B.1 WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the 14th day of July, 2025, by and between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), Roth Capital Partners LLC - and their respective affiliates (the “Subscriber”).
SILVER PEGASUS ACQUISITION CORP.Administrative Services Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks
This letter agreement by and between Silver Pegasus Acquisition Corp. (the “Company”) and SilverLode Capital LLC, a Delaware limited liability company (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT CLASS B.2 WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 18th, 2025 • Silver Pegasus Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS B.2 WARRANT PURCHASE AGREEMENT, dated as of July 14, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Silver Pegasus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and SilverLode Capital LLC, a Delaware limited liability company (the “Purchaser”).