Praetorian Acquisition Corp. Sample Contracts
22,000,000 Units PRAETORIAN ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2026 • Praetorian Acquisition Corp. • Blank checks • New York
Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Clear Street LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • January 20th, 2026 • Praetorian Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2025, is by and between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
22,000,000 Units PRAETORIAN ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2026 • Praetorian Acquisition Corp. • Blank checks • New York
Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Clear Street LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Praetorian ACQUISITION CORP. PMB 1004 Suite #3200 Miami, FL 33131Securities Subscription Agreement • November 17th, 2025 • Praetorian Acquisition Corp. • New York
Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Praetorian Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 8,433,333 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,100,000 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 one-
WARRANT AGREEMENTWarrant Agreement • November 17th, 2025 • Praetorian Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2025, is by and between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
WARRANT AGREEMENTWarrant Agreement • January 27th, 2026 • Praetorian Acquisition Corp. • Blank checks
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 22, 2026, is by and between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • January 27th, 2026 • Praetorian Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 22, 2026, by and between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
PRAETORIAN ACQUISITION CORP. 2 S Biscayne Blvd PMB 1004 Ste 3200 Miami, FL 33131 January 22, 2026Administrative Services Agreement • January 27th, 2026 • Praetorian Acquisition Corp. • Blank checks
This letter of agreement by and between Praetorian Acquisition Corp. (the “Company”) and Praetorian Sponsor LLC (the “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 Global Market tier of The Nasdaq Stock 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”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 20th, 2026 • Praetorian Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
PRAETORIAN ACQUISITION CORP. 2 S Biscayne Blvd PMB 1004 Ste 3200 Miami, FL 33131Administrative Services Agreement • January 20th, 2026 • Praetorian Acquisition Corp. • Blank checks
January 22, 2026 Praetorian Acquisition Corp. PMB 1004 Ste 3200 Miami, FL 33131 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 27th, 2026 • Praetorian 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 Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 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-third of one redeemable warrant (each whole warrant, a “Warrant”). 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 F
INDEMNITY AGREEMENTIndemnification Agreement • January 20th, 2026 • Praetorian Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2026 • Praetorian Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026 is made and entered into by and among Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), Praetorian Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Clear Street, LLC, as the representative of the underwriters (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).
Praetorian Acquisition Corp. PMB 1004 Ste 3200 Miami, FL 33131 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 20th, 2026 • Praetorian 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 Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 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-third of one redeemable warrant (each whole warrant, a “Warrant”). 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 F
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 27th, 2026 • Praetorian Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 22, 2026, by and between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 27th, 2026 • Praetorian Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 22, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Praetorian Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 20th, 2026 • Praetorian Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Praetorian Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2026 • Praetorian Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 22, 2026 is made and entered into by and among Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), Praetorian Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Clear Street, LLC, as the representative of the underwriters (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).