0001185185-25-000838 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2025 • Highview Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Highview Merger Corp., a Cayman Islands exempted company (the “Company”), Highview Sponsor Co., LLC, a Delaware limited liability company (the “Sponsor”), Jefferies LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification Agreement • July 24th, 2025 • Highview Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between Highview Merger Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 24th, 2025 • Highview Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Highview Merger Corp., a Cayman Islands exempted company (the “Company”), and Highview Sponsor Co., LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between HIGHVIEW MERGER Corp. and continental stock transfer & trust company Dated as of [●], 2025Warrant Agreement • July 24th, 2025 • Highview Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2025, is by and between Highview Merger Corp., 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”).
HIGHVIEW MERGER CORP. Delray Beach, Florida 33445Administrative Services and Indemnification Agreement • July 24th, 2025 • Highview Merger Corp. • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Highview Merger Corp. (the “Company”) and Highview Sponsor Co., LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that:
Highview Merger Corp. Delray Beach, Florida 33445Underwriting Agreement • July 24th, 2025 • Highview Merger 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 among Highview Merger Corp., a Cayman Islands exempted company (the “Company”), and Jefferies 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 up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant to purchase one Class A Ordinary Share (the “Warrants”) as provided for by the warrant agreement (the “Warrant Agreement”) to be entered into with Continental Transfer & Trust Company, as warrant agent, in connection wi
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 24th, 2025 • Highview Merger Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025 by and between Highview Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 24th, 2025 • Highview Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Highview Merger Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, the representative of the underwriters of this offering (the “Purchaser”).
Highview Merger Corp. 1615 South Congress Ave., Suite 108 Delray Beach, Florida, 33445Securities Subscription Agreement • July 24th, 2025 • Highview Merger Corp. • Blank checks • New York
Highview Merger Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Highview Sponsor Co., LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 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: