0001753926-26-001740 Sample Contracts
AMENDED AND RESTATED SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
This Amended and Restated Securities Transfer Agreement (this “Agreement”) is effective as of August 4, 2026 (“Effective Date”) by and between Elevation Group Sponsor LLC, a Delaware limited liability company (the “Transferor”) and Joseph Yankovich (the “Transferee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), Elevation Group Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Maxim Group LLC (“Maxim”) and the undersigned parties listed under Holders on the signature page hereto (each such party a “Holder” and, collectively, the “Holders”).
ELEVATION ACQUISITION GROUP INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FORM OF SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
This Securities Subscription Agreement (this “Agreement”) is entered into as of [*], 2026 by and between [*] (the “Subscriber” or “you”), and Elevation Acquisition Group Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 850,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), in connection with the Company’s initial public offering (the “IPO”) of the Company’s units. The Company and the Subscriber’s agreements regarding such Shares are as follows:
RIGHTS AGREEMENTRights Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [________________], 2026 between Elevation Acquisition Group Inc., a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company. (the “Rights Agent”).
FORM OF LETTER AGREEMENTLetter Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • 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 Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 right (each a “Right”), with each Right entitling the holder thereof to receive one-sixth (1/6) of one Class A Ordinary Share upon the completion by the Company of its initial Business Combination. The Units shall be sold in the Public Offering pursuant to the registration statement on
Elevation Acquisition Group Inc. 19505 Biscayne Blvd, Suite 2350 Aventura, FL 33180Director Offer Letter Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
This letter amends and restates your original offer letter dated August 4, 2026, as amended on August 17, 2026. This amended and restated director offer letter agreement (the “Agreement”) sets forth the terms and conditions of your service as an independent member of the Board of Directors (the “Board”) of Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), effective August 4, 2026 (the “Effective Date”), which is subject in all respects to Board approval of your appointment prior to the consummation of the Company’s initial public offering of its securities (the “IPO”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2026, by and between Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”) and Maxim Group LLC (“Maxim” or the “Subscriber”).
ELEVATION ACQUISITION GROUP INC. 19505 Biscayne Blvd., Suite 2350 Aventura, FL 33180Administrative Services Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
AMENDED AND RESTATED SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
This Amended and Restated Securities Transfer Agreement (this “Agreement”) is effective as of August 4, 2026 (“Effective Date”) by and between Elevation Group Sponsor LLC, a Delaware limited liability company (the “Transferor”) and Anthony J. Sarkis (the “Transferee”).
Elevation Acquisition Group Inc. 19505 Biscayne Blvd, Suite 2350 Aventura, FL 33180Chief Executive Officer Offer Letter • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
This letter amends and restates your original offer letter dated August 4, 2026. This amended and restated director offer letter agreement (the “Agreement”) sets forth the terms and conditions of your service as a member of the Board of Directors (the “Board”) and Chief Executive Officer of Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), effective August 4, 2026 (the “Effective Date”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______________, 2026, by and between Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 10th, 2026 • Elevation Acquisition Group Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2026, by and between Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), Elevation Group Sponsor, LLC (the “Sponsor”), and the holders named in Exhibit A hereto (these holders, collectively with the Sponsor, the “Subscribers”).