Solarius Capital Acquisition Corp. Sample Contracts
INDEMNITY AGREEMENTIndemnification Agreement • June 16th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2025, by and between Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Solarius Capital Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 16th, 2025 • Solarius Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025 by and between Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Solarius Capital Acquisition Corp. PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman IslandsSecurities Subscription Agreement • June 16th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Solarius Capital Sponsor, LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
WARRANT AGREEMENT between SOLARIUS CAPITAL ACQUISITION Corp. and continental stock transfer & trust company Dated as of [●], 2025Warrant Agreement • June 16th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2025, is by and between Solarius Capital 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 16th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Solarius Capital Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENT between SOLARIUS CAPITAL ACQUISITION Corp. and continental stock transfer & trust company Dated as of July 15, 2025Warrant Agreement • July 18th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2025, is by and between Solarius Capital 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”).
UNDERWRITING AGREEMENT between SOLARIUS Capital ACQUISITION Corp. and Stifel, Nicolaus & Company, INCORPORATED As Representative of the Underwriters Dated: [__], 2025Underwriting Agreement • July 10th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
The undersigned, Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Stifel is listed on such Schedule A, any references to Underwriters shall refer exclusively to Stifel) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2025, is made and entered into by and among Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Solarius Capital Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
Solarius Capital Acquisition Corp. Darien, Connecticut 06820Underwriting Agreement • June 16th, 2025 • Solarius Capital 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 Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant to purchase one Class A Ordinary Share (the “Warrants”) as provided for by the warrant agreement (the “Warrant Agreement”) to be entered into with Continental Transfer & Trust Com
UNDERWRITING AGREEMENT between SOLARIUS Capital ACQUISITION Corp. and Stifel, Nicolaus & Company, INCORPORATED As Representative of the Underwriters Dated: July 15, 2025Underwriting Agreement • July 18th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
The undersigned, Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel” or the “Representative“) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Stifel is listed on such Schedule A, any references to Underwriters shall refer exclusively to Stifel) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 18th, 2025 • Solarius Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 15, 2025 by and between Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 18th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 15, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Solarius Capital Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
Solarius Capital Acquisition Corp. Darien, Connecticut 06820Underwriting Agreement • July 18th, 2025 • Solarius Capital 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 Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant to purchase one Class A Ordinary Share (the “Warrants”) as provided for by the warrant agreement (the “Warrant Agreement”) to be entered into with Continental Transfer & Trust Com
SOLARIUS CAPITAL ACQUISITION CORP. Darien, Connecticut 06820Administrative Services and Indemnification Agreement • June 16th, 2025 • Solarius Capital Acquisition Corp. • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Solarius Capital Acquisition Corp. (the “Company”), Solarius Capital Sponsor, LLC (the “Sponsor”) and Cambridge International Partners LLC (“Cambridge”), dated as of the date hereof, will confirm our agreement that:
SOLARIUS CAPITAL ACQUISITION CORP. Darien, Connecticut 06820Administrative Services and Indemnification Agreement • August 29th, 2025 • Solarius Capital Acquisition Corp. • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and among Solarius Capital Acquisition Corp. (the “Company”), Solarius Capital Sponsor, LLC (the “Sponsor”), Cambridge International Partners LLC (“Cambridge”), and Alumia S.À.R.L. (“Alumia”), dated as of the date hereof, will confirm our agreement that:
SOLARIUS CAPITAL ACQUISITION CORP. Darien, Connecticut 06820Administrative Services and Indemnification Agreement • July 18th, 2025 • Solarius Capital Acquisition Corp. • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and among Solarius Capital Acquisition Corp. (the “Company”), Solarius Capital Sponsor, LLC (the “Sponsor”), Cambridge International Partners LLC (“Cambridge”), and Alumia S.À.R.L. (“Alumia”), dated as of the date hereof, will confirm our agreement that:
SOLARIUS CAPITAL ACQUISITION CORP. Darien, Connecticut 06820Administrative Services and Indemnification Agreement • July 10th, 2025 • Solarius Capital Acquisition Corp. • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and among Solarius Capital Acquisition Corp. (the “Company”), Solarius Capital Sponsor, LLC (the “Sponsor”), Cambridge International Partners LLC (“Cambridge”) and Alumia S.À.R.L. (“Alumia”), dated as of the date hereof, will confirm our agreement that: