0001213900-25-074314 Sample Contracts
BUSINESS COMBINATION AGREEMENT BY AND AMONG EQV VENTURES ACQUISITION CORP., PROMETHEUS PUBCO INC., Prometheus PubCo Merger Sub Inc., PROMETHEUS HOLDINGS LLC, PROMETHEUS MERGER SUB LLC AND PRESIDIO INVESTMENT HOLDINGS LLC DATED August 5, 2025Business Combination Agreement • August 11th, 2025 • EQV Ventures Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 5, 2025 (the “Execution Date”) by and among (a) EQV Ventures Acquisition Corp., a Cayman Islands exempted company (“EQV”), (b) Prometheus PubCo Inc., a Delaware corporation and a direct, wholly owned subsidiary of EQV (“ParentCo”), (c) Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of ParentCo (“EQV Merger Sub”), (d) Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of EQV (“EQV Holdings”), (e) Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of EQV Holdings (“Company Merger Sub” and, together with EQV, ParentCo, EQV Merger Sub and EQV Holdings collectively, the “EQV Parties”), and (f) Presidio Investment Holdings LLC, a Delaware limited liability company (the “Company”). Each of EQV, ParentCo, EQV Merger Sub, EQV Holdings, Company Merger Sub and
ROLLOVER AGREEMENTRollover Agreement • August 11th, 2025 • EQV Ventures Acquisition Corp. • Blank checks
This ROLLOVER AGREEMENT (this “Agreement”) is entered into as of August 5, 2025, by and between (i) EQV Ventures Acquisition Corp., a Cayman Islands exempted company (“EQV”), (ii) Prometheus PubCo Inc., a Delaware corporation (“ParentCo”), (iii) Prometheus Holdings, LLC, a Delaware limited liability company (“EQV Holdings”), (iv) Presidio Investment Holdings LLC, a Delaware limited liability company (the “Company”), and (v) the signatory hereto labeled as a “Rollover Investor” on such signatory’s signature page (“Rollover Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1 of this Agreement, or if not defined herein, the meanings set forth in the BCA (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 11th, 2025 • EQV Ventures Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of August 5, 2025, is made by and among EQV Ventures Sponsor LLC, a Delaware limited liability company (“Sponsor”), EQV Ventures Acquisition Corp., a Cayman Islands exempted company (“EQV”), Prometheus PubCo Inc., a Delaware corporation (“ParentCo”), Prometheus Holdings LLC, a Delaware limited liability company (“EQV Holdings”), Presidio Investment Holdings LLC, a Delaware limited liability company (the “Company”), and, solely for purposes of Sections 3, 4, 9 and 10 (and the other sections of this Agreement solely to the extent relating to Sections 3, 4, 9 and 10), certain individuals, each of whom is a member of EQV’s board of directors and/or management (the “Insiders” and together with Sponsor, the “Sponsor Parties”). Sponsor, EQV, EQV Holdings, the Company and the Insiders shall be referred to herein from time to time, collectively, as the “Parties” and each, individually, as a “Party”. Capitalized terms used but not otherw
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2025 • EQV Ventures Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of August 5, 2025, by and among EQV Ventures Acquisition Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Business Combination (the “Company”), Prometheus PubCo Inc., a Delaware corporation (the “Pubco” and together with the Company, the “SPAC Parties”), Presidio Investment Holdings LLC, a Delaware limited liability company (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 11th, 2025 • EQV Ventures Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between EQV Ventures Acquisition Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the Transaction Closing (as defined herein) (“SPAC”), Prometheus PubCo Inc., a Delaware corporation (“Pubco”) and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, Pubco, Presidio Investment Holdings LLC, a Delaware limited liability company (the “Target”), Prometheus PubCo Merger Sub Inc., a Delaware corporation (“EQV Merger Sub”), EQV Holdings LLC, a Delaware limited liability company (“Prometheus Merger Sub”) and the other parties thereto, pursuant to which, among other things, EQV Merger Sub will merg
SECURITIES CONTRIBUTION AND TRANSFER AGREEMENTSecurities Contribution and Transfer Agreement • August 11th, 2025 • EQV Ventures Acquisition Corp. • Blank checks • Delaware
This SECURITIES CONTRIBUTION AND TRANSFER AGREEMENT (this “Agreement”) is made as of August 5, 2025, by and between EQV Ventures Sponsor LLC (the “Sponsor”), EQV Ventures Acquisition Corp., a Cayman Islands exempted company which shall be domesticated as a Delaware corporation (“SPAC”), Prometheus PubCo Inc., a Delaware corporation (“ParentCo”), Prometheus Holdings LLC, a Delaware limited liability company (“EQV Holdings”), Presidio Investment Holdings LLC, a Delaware limited liability company (the “Company”), and each of the rollover members set forth on the signature pages hereto (the “Rollover Members”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
SECURITIES CONTRIBUTION AND TRANSFER AGREEMENTSecurities Contribution and Transfer Agreement • August 11th, 2025 • EQV Ventures Acquisition Corp. • Blank checks • Delaware
This SECURITIES CONTRIBUTION AND TRANSFER AGREEMENT (this “Agreement”) is made as of August 5, 2025, by and between EQV Ventures Sponsor LLC (the “Sponsor”), EQV Ventures Acquisition Corp., a Cayman Islands exempted company which shall be domesticated as a Delaware corporation (“SPAC”), Prometheus PubCo Inc., a Delaware corporation (“Pubco”) and the investors set forth on Annex A hereto (the “Investors”).
AGREEMENT AND PLAN OF MERGER BY AND AMONGMerger Agreement • August 11th, 2025 • EQV Ventures Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 5, 2025 (the “Execution Date”), by and among (a) EQV Ventures Acquisition Corp., a Cayman Islands exempted company (“EQV”), (b) Prometheus PubCo Inc., a Delaware corporation (the “Purchaser”), (c) EQVR Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Purchaser (“Merger Sub” and, together with EQV and Purchaser, collectively, the “EQV Parties”), (d) EQV Resources LLC, a Delaware limited liability company (the “Company”), (e) EQV Resources Intermediate LLC, a Delaware limited liability company (the “Company Unitholder”), and (f) Presidio Investment Holdings LLC, a Delaware limited liability company (“Presidio”), solely for the limited purposes set forth herein. Each of EQV, Purchaser, Merger Sub, the Company, the Company Unitholder and Presidio is also referred to herein as a “Party” and, collectively, as the “Parties.”