Private Warrant Agreement Sample Contracts

FORM OF PRIVATE WARRANT AGREEMENT
Private Warrant Agreement • April 26th, 2022 • Stillwater Growth Corp. I • Blank checks • New York

THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Stillwater Growth Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).

PRIVATE WARRANT AGREEMENT between CHURCHILL CAPITAL CORP X and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of _____, 2025
Private Warrant Agreement • April 28th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2025, is by and between Churchill Capital Corp X, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENT
Private Warrant Agreement • April 12th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment

THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PRIVATE WARRANT AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Private Warrant Agreement (as defined below) (and if such term is not defined in the Private Warrant Agreement, then the Business Combination Agreement (as defined below)).

PRIVATE WARRANT AGREEMENT
Private Warrant Agreement • April 2nd, 2026 • KPET Ultra Paceline Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 30, 2026, is by and between KPET Ultra Paceline Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

PRIVATE WARRANT AGREEMENT between CH4 NATURAL SOLUTIONS CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [•], 2025
Private Warrant Agreement • December 22nd, 2025 • CH4 Natural Solutions Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2025, is by and between CH4 Natural Solutions Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

PRIVATE WARRANT AGREEMENT between B&R TECHNOLOGY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 20, 2026
Private Warrant Agreement • July 23rd, 2026 • B&R Technology Merger Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 20, 2026, is by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

PRIVATE WARRANT AGREEMENT between B&R TECHNOLOGY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of ________, 2026
Private Warrant Agreement • July 2nd, 2026 • B&R Technology Merger Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of ________, 2026, is by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

PRIVATE WARRANT AGREEMENT between KPET ULTRA PACELINE CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2026
Private Warrant Agreement • March 5th, 2026 • KPET Ultra Paceline Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2026, is by and between KPET Ultra Paceline Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

PRIVATE WARRANT AGREEMENT between CHURCHILL CAPITAL CORP XIII and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 30, 2026
Private Warrant Agreement • August 3rd, 2026 • Churchill Capital Corp XIII • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 30, 2026, is by and between Churchill Capital Corp XIII, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

PRIVATE WARRANT AGREEMENT between CHURCHILL CAPITAL CORP XIII and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of ________, 2026
Private Warrant Agreement • July 15th, 2026 • Churchill Capital Corp XIII • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of ________, 2026, is by and between Churchill Capital Corp XIII, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT between NORTHSTAR ENTERPRISES LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2026
Private Warrant Agreement • July 16th, 2026 • NorthStar Earth & Space, Inc. • Communications services, nec • New York

THIS AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT (this “Agreement”), dated as of October 30, 2025, is by and between NorthStar Enterprises Ltd (the “Company”), a corporation existing under the Canada Business Corporations Act (the “CBCA”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

PRIVATE WARRANT AGREEMENT between CHURCHILL CAPITAL CORP XII and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of April 27, 2026
Private Warrant Agreement • April 29th, 2026 • Churchill Capital Corp XII • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 27, 2026, is by and between Churchill Capital Corp XII, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

SILVERBOX CORP V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY PRIVATE WARRANT AGREEMENT Dated as of December 2, 2025
Private Warrant Agreement • December 4th, 2025 • SilverBox Corp V • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 2, 2025 is by and between SilverBox Corp V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

AMENDMENT to AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Private Warrant Agreement • October 19th, 2023 • Athena Consumer Acquisition Corp. • Blank checks

THIS AMENDMENT TO THE AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT (this “Amendment”), dated as of October 19, 2023, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Defined terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Original Warrant Agreement (defined below).