ARC Group Acquisition I Corp. Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • May 5th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of April 29, 2026, by and between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and Kiu Cu Seng (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • May 5th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of April 29, 2026, by and between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and Soon Ping (“Zara”) Pappas (“Indemnitee”).
ARC GROUP ACQUISITION I CORP. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
ARC Group Acquisition I Corp., a British Virgin Islands business company (the “Company”), hereby confirms its agreement (this “Agreement”) with ARC Group Securities LLC (hereinafter referred to as “you” (including its correlatives) acting as representative (the “Representative”) of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2026 • ARC Group Acquisition I Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 18th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2026 between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and Efficiency, INC., with offices at 415 Mission St, San Francisco, CA 94105 (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
ARC GROUP ACQUISITION I CORP. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
ARC Group Acquisition I Corp., a British Virgin Islands business company (the “Company”), hereby confirms its agreement (this “Agreement”) with ARC Group Securities LLC (hereinafter referred to as “you” (including its correlatives) acting as representative (the “Representative”) of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • December 10th, 2025 • ARC Group Acquisition I Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2025 between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and Odyssey Transfer and Trust Company, with offices at 2155 Woodlane Drive, Suite 100, Woodbury, MN 55125 (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
WARRANT AGREEMENTWarrant Agreement • May 5th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of April 29, 2026 between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and Efficiency, INC., with offices at 415 Mission Street, San Francisco, CA 94105 (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 18th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among ARC Group Acquisition I Corp, incorporated in the British Virgin Islands limited by shares (the “Company”), MFH 2, LLC, a Delaware limited liability company (the “Sponsor”), and ARC Group Securities LLC and IB Capital LLC(the “Representatives”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Representatives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification Agreement • December 10th, 2025 • ARC Group Acquisition I Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the Company), and _____________ (Indemnitee).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 5th, 2026 • ARC Group Acquisition I Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 29, 2026 by and between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).
LOCK-UP AGREEMENTLock-Up Agreement • September 10th, 2026 • ARC Group Acquisition I Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between BlueCrest Investment, Inc., a British Virgin Islands business company (formerly known as ARC Group Acquisition I Corp., hereinafter referred to as “Purchaser” prior to the Closing and “PubCo” following the Closing)) and (ii) the undersigned (each of such undersigned, a “Holder” and collectively, the “Holders”). Purchaser or Pubco and the Holders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement (as defined below).
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • February 18th, 2026 • ARC Group Acquisition I Corp. • Blank checks
This Second Amendment to Promissory Note dated the 13th day of February 2026 (the “Second Amendment”) amends that certain original Promissory Note, dated as May 13, 2025 (the “Note”), by and among ARC Group Acquisition I Corp (who changed its name from D. Boral ARC Acquisition II Corp.) incorporated in the British Virgin Islands (the “Maker”), and MFH 2, LLC (the “Payee”). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Note.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 10th, 2026 • ARC Group Acquisition I Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2026, by and among MFH 2, LLC, a Delaware limited liability company (“Sponsor”), ARC Group Acquisition I Corp., a British Virgin Islands business company (“Purchaser”), and Firstborn Top Capital Sdn. Bhd., a Malaysian private limited company (the “Company”) and the officers, directors and shareholders of Purchaser listed on Schedule A hereto (“Purchaser Insiders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement (as defined below).
ARC Group Acquisition I CorpAdministrative Services Agreement • December 10th, 2025 • ARC Group Acquisition I Corp. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 10th, 2025 • ARC Group Acquisition I Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2025 by and between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and Odyssey Transfer and Trust Company, a corporation organized under the laws of Minnesota (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • May 5th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of April 29, 2026 between Arc Group Acquisition I Corp, a British Virgin Islands exempted company (the “Company”), and Efficiency, INC. (the “Rights Agent”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • September 10th, 2026 • ARC Group Acquisition I Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2026, by and among ARC Group Acquisition I Corp., a British Virgin Islands business company (“Purchaser”), Firstborn Top Capital Sdn. Bhd., a Malaysian private limited company (the “Company”), and the officers, directors and shareholders of the Company listed on Schedule A hereto (the “Company Shareholders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement (as defined below).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • May 5th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
This PRIVATE UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 29th day of April 2026, by and between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”) and MFH 2, LLC, a Delaware limited liability company (“MFH2” or the “Subscriber”).
FORM OF RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • September 10th, 2026 • ARC Group Acquisition I Corp. • Blank checks • Delaware
THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) BlueCrest Investment, Inc., a British Virgin Islands business company (formerly known as ARC Group Acquisition I Corp., hereinafter referred to as “Purchaser” prior to the Closing and “PubCo” following the Closing), and (ii) the undersigned (each of such undersigned, a “Holder” and collectively, the “Holders”). Purchaser (or PubCo) and the Holders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement (as defined below).
April 29, 2026 ARC Group Acquisition I Corp Tempe, AZ 85284 Attention: CEOUnderwriting Agreement • May 5th, 2026 • ARC Group Acquisition I 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 ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and ARC Group Securities LLC, 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 10,500,000 of the Company’s units (including up to 1,575,000 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”), one right (the “Rights”) and 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 Efficiency INC., as warrant agen
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2025 • ARC Group Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among ARC Group Acquisition I Corp, incorporated in the British Virgin Islands limited by shares (the “Company”), MFH 2, LLC, a Delaware limited liability company (the “Sponsor”), ARC Group Securities LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 5th, 2026 • ARC Group Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2026, is made and entered into by and among ARC Group Acquisition I Corp, incorporated in the British Virgin Islands limited by shares (the “Company”), MFH 2, LLC, a Delaware limited liability company (the “Sponsor”), and ARC Group Securities LLC and IB Capital LLC(the “Representatives”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Representatives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
SHARE PURCHASE AGREEMENT DATED AS OF SEPTEMBER 10, 2026 BY AND AMONG ARC GROUP ACQUISITION I CORP., THE PURCHASER REPRESENTATIVE, FIRSTBORN TOP CAPITAL SDN. BHD., THE SELLING SHAREHOLDERS AND THE SHAREHOLDER REPRESENTATIVEShare Purchase Agreement • September 10th, 2026 • ARC Group Acquisition I Corp. • Blank checks • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of September 10, 2026 (the “Agreement Date”), is entered into by and among ARC Group Acquisition I Corp., a British Virgin Islands business company (“Purchaser”), Datuk Dr. Doris Wong in the capacity as the representative from and after the Closing (as defined below) for the shareholders of Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Closing and their successors and assigns) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), Firstborn Top Capital Sdn. Bhd., a Malaysian private limited company (the “Company”), the holders of Company Shares identified on Exhibit A-1 hereto (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”), and Ow Ruey Shen, in the capacity as the representative for the Selling Shareholders (the “Shareholder Representative”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • December 10th, 2025 • ARC Group Acquisition I Corp. • Blank checks • New York
This PRIVATE UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2025, by and between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”) and MFH 2, LLC, a Delaware limited liability company (“MFH2” or the “Subscriber”).
MFH 2, LLCAdministrative Services Agreement • May 5th, 2026 • ARC Group Acquisition I Corp. • Blank checks
This letter agreement by and between ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”) and MFH 2, LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the Company’s securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 398 S. Mill Avenue, Suite 306, Tempe, AZ 85284 (or any successor location).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2026 • ARC Group Acquisition I Corp. • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into effective as of [●], 2026, by and among ARC Group Acquisition I Corp., a British Virgin Islands business company (“Purchaser”), MFH 2, LLC, a Delaware 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”).
ARC Group Acquisition I Corp Tempe, AZ 85284 Attention: CEOUnderwriting Agreement • February 18th, 2026 • ARC Group Acquisition I 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 ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and ARC Group Securities LLC, 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 15,000,000 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 Efficiency INC., as warrant agent, in connect
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 10th, 2026 • ARC Group Acquisition I Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, between BlueCrest Investment, Inc., a British Virgin Islands business company (formerly known as ARC Group Acquisition I Corp., hereinafter referred to as the “Company”), and ______________ (“Indemnitee”).
ARC Group Acquisition I Corp Tempe, AZ 85284 Attention: CEOUnderwriting Agreement • December 10th, 2025 • ARC Group Acquisition I 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 ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and ARC Group Securities LLC, 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 15,000,000 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 Company, as warr
Executive Employment AgreementExecutive Employment Agreement • September 10th, 2026 • ARC Group Acquisition I Corp. • Blank checks
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of [_________] (the “Effective Date”), by and between Firstborn Top Capital Sdn Bhd. (together with its successors and assigns, the “Company”), and [____________] (“Executive”). As the context of this Agreement so requires, Executive and the Company are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
ARC Group Acquisition I Corp Tempe, AZ 85284 Attention: CEOUnderwriting Agreement • January 21st, 2026 • ARC Group Acquisition I 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 ARC Group Acquisition I Corp, incorporated in the British Virgin Islands (the “Company”), and ARC Group Securities LLC, 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 15,000,000 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 Company, as warr