0001213900-26-106185 Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 2nd, 2026 • Arca Nova Acquisition Corp • Blank checks • New York
This Indemnification Agreement, is made and entered into effective as of [*], 2026 (“Agreement”), by and between Arca Nova Acquisition Corp, a British Virgin Islands company (“Company”), and the undersigned indemnitee (“Indemnitee”).
Arca Nova Acquisition Corp 301 S McDowell Street Suite 125 Charlotte, NC 28204 Maxim Group LLC Re: Arca Nova Acquisition Corp Public Offering; Voting, Lock-Up and WaiverVoting, Lock-Up and Waiver Letter Agreement • October 2nd, 2026 • Arca Nova Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Arca Nova Acquisition Corp, a British Virgin Islands company (the “Company”), and Maxim Group 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 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, no par value (the “Ordinary Shares”), and one-half of one redeemable warrant, with each whole 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 Public Offering pursuant to a registration statement on Form S-1 (File No
WARRANT AGREEMENTWarrant Agreement • October 2nd, 2026 • Arca Nova Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of ______, 2026 between Arca Nova Acquisition Corp, a British Virgin Islands company, with offices at 301 S McDowell Street Suite 125, Charlotte, NC 28204 United States (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004, as warrant agent (“Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 2nd, 2026 • Arca Nova Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2026 (“Agreement”), by and among Arca Nova Acquisition Corp, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).
ARCA NOVA ACQUISITION CORPAdministrative Services Agreement • October 2nd, 2026 • Arca Nova Acquisition Corp • Blank checks
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Arca Nova Acquisition Corp (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the NYSE, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), DDC Acquisition Corp (“DDC Acquisition”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 301 S McDowell Street Suite 12, Charlotte, NC 28204 (or any successor location). In exchange thereof, the Company shall pay DDC Acquisition the sum of $10,000 per month on the Effec
UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE ORDINARY SHAREUnit Certificate • October 2nd, 2026 • Arca Nova Acquisition Corp • Blank checks
Each Unit (“Unit”) consists of one ordinary share and one-half (1/2) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the Company’s completion of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”) and (ii) 12 months after the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The ordinary shares and warrants comprising the Units will begin to trade separately on the fifty-second (52nd) day after the date of the prospectus
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 2nd, 2026 • Arca Nova Acquisition Corp • Blank checks
Pursuant to Sections 1(n) of the Investment Management Trust Agreement between Arca Nova Acquisition Corp (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2026 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $______, for a total disbursement of $__________________which is not less than $10.00 to ________________ (the “Shareholder”) for the _____________________ shares of the Company’s ordinary shares delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to making disbursements to the Depository Trust Company, the Company, or any person. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2026 • Arca Nova Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2026, by and among Arca Nova Acquisition Corp, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SHARE SUBSCRIPTION LETTERShare Subscription Letter • October 2nd, 2026 • Arca Nova Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into as of July 10, 2026 by and between the undersigned (each a “Subscriber” or “you”), and Arca Nova Acquisition Corp, a British Virgin Islands company (the “Company”). The undersigned hereby subscribes for and agrees to take the number of ordinary share(s) (the “Shares”) in the Company as set forth opposite its/his/her name on the signature page hereto, for a subscription price of US$0.007 per Share, amounting in the aggregate to 3,833,333 Shares for a total subscription price of US$25,000, and undertakes to pay the full subscription price for the Shares upon issuance.