0001213900-26-024714 Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • March 6th, 2026 • Apogee Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2026 • Apogee Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered [●], 2026, by and among Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), Apogee Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Investors on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
Underwriting AgreementUnderwriting Agreement • March 6th, 2026 • Apogee Acquisition Corp • Blank checks • New York
The undersigned, Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (the “Agreement”) with ARC GROUP SECURITIES LLC, the (“Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative as follows:
ContractService Agreement • March 6th, 2026 • Apogee Acquisition Corp • Blank checks
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 6th, 2026 • Apogee Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Apogee Acquisition Corp (the “Company”), and Efficiency Inc., a Delaware corporation (the “Trustee”).
Apogee Acquisition CorpOffice Space and Administrative Support Agreement • March 6th, 2026 • Apogee Acquisition Corp • Blank checks
This letter agreement 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 of the securities (the “IPO”) of Apogee Acquisition Corp (the “Company”) 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”), Apogee Acquisition Sponsor LLC (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support as may be required by the Company from time to time, situated at 2106 House Ave, Suite 375, Cheyenne, Wyoming 82001 (or any successor location). In exchange therefor, the Company shall pay the Sponsor and/or its affiliates the sum of $10,000 per month on the Effective Date an
Apogee Acquisition Corp Cheyenne, Wyoming 82001Underwriting Agreement • March 6th, 2026 • Apogee 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 between Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), and ARC Group Securities LLC (the “Representative” and, together with other underwriters, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, to purchase one Ordinary Share (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • March 6th, 2026 • Apogee Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”) is entered into by and between Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Apogee Acquisition Sponsor LLC, a Delaware limited liability company (“Purchaser”).
Apogee Acquisition Corp.Subscription Agreement • March 6th, 2026 • Apogee Acquisition Corp • Blank checks • New York
We are pleased to accept the offer Apogee Acquisition Sponsor LLC (the “Subscriber” or “you”) has made to purchase 9,583,333 shares (“Founder Shares”) of the Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of Apogee Acquisition Corp., a Cayman Islands exempted company (the “Company”), up to 1,250,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (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
WARRANT AGREEMENTWarrant Agreement • March 6th, 2026 • Apogee Acquisition Corp • Blank checks • New York
This Warrant Agreement is made as of [●], 2026 between Apogee Acquisition Corp, a Cayman Islands exempted company, with offices at 2106 House Ave, Suite 375, Cheyenne, Wyoming 82001 (the “Company”), and Efficiency Inc., with offices at 2440 Sand Hill Rd., Unit 101, Menlo Park, CA 94025 (“Warrant Agent”).