0001213900-25-074316 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • August 11th, 2025 • Apex Treasury Corp • New York

THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2025 between Apex Treasury Corporation, 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”).

APEX TREASURY CORPORATION
Securities Subscription Agreement • August 11th, 2025 • Apex Treasury Corp • New York

Apex Treasury Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Apex Treasury Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 9,583,333 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,250,000 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: