INDEMNITY AGREEMENTIndemnification Agreement • June 2nd, 2021 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2022, is made and entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 11, 2022 by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between 10X CAPITAL VENTURE ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: January 11, 2022Underwriting Agreement • January 14th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
The undersigned, 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • January 14th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 11, 2021, is by and between 10X Capital Venture Acquisition Corp. III, 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”).
10X Capital Venture Acquisition Corp. IIUnderwriting Agreement • January 14th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
10X Capital Venture Acquisition Corp. IIISecurities Subscription Agreement • March 4th, 2021 • 10X Capital Venture Acquisition Corp. III • New York
10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 11,672,500 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 1,522,500 of which are subject to forfeiture 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 of the Company, $0.0001 par value per share, and one, or a portion of one, warrant to purchase one Class A ordinary share of the Company (“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:
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • December 21st, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 20, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and 10X CAPITAL VENTURE ACQUISITION CORP. III, a company incorporated under the laws of the Cayman Islands (the “Company”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 21st, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 20, 2022, is entered into by and among 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“Acquiror”), 10X Sparks Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Sparks Energy, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 14th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of January 11, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 14th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of January 11, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
NON-REDEMPTION AGREEMENTNon-Redeemtion Agreement • December 9th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks
Investor Agreements Investor commits to own, prior to the date of the special meeting with respect to the SPAC’s shareholder vote in connection with the amendment of SPAC’s Amended and Restated Memorandum and Articles of Association to extend the date by which the SPAC must consummate an initial business combination by six months plus three additional one month periods at the option of the SPAC (the “Extension”), the lesser of (i) 400,000 SPAC Class A Shares and (ii) together with Investor’s affiliates, 9.99% of the total outstanding shares of the SPAC (the “Investor Shares”). Investor waives any right that it may have to elect to have SPAC redeem any Investor Shares and agrees not to redeem or otherwise exercise any right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor Shares in connection with the Extension. Investor agrees that neither it, nor any person or entity acting on its behalf or pursuant to any unders
10X CAPITAL VENTURE ACQUISITION CORP. IIIAdministrative Services Agreement • January 4th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
This letter agreement (this “Agreement”) by and among 10X Capital Venture Acquisition Corp. III (the “Company”) and 10X Capital SPAC Sponsor III LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMERICAN GENE TECHNOLOGIES INTERNATIONAL INC. FORM OF NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 13th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks • Delaware
This Note And Warrant Purchase Agreement (the “Agreement”) is made as of February 14, 2019 (the “Effective Date”) by and among American Gene Technologies International Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
ACQUIROR SUPPORT AGREEMENTAcquiror Support Agreement • December 21st, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks
This ACQUIROR SUPPORT AGREEMENT (this “Agreement”), dated as of December 20, 2022, is made by and among 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X”), Sparks Energy, Inc., a Delaware corporation (“Sparks Energy”), and 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned directors and officers of 10X (collectively with the Sponsor, the “Class B Holders”). 10X, Sparks Energy and the Class B Holders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Senior Secured Convertible Promissory NOTE PURCHASE AGREEMENTSenior Secured Convertible Promissory Note Purchase Agreement • November 13th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks • Delaware
THIS Secured Convertible Promissory NOTE PURCHASE AGREEMENT (as amended and/or restated from time to time, this “Agreement”), is made as of October 31, 2023 by and between American Gene Technologies International Inc., a Delaware corporation (the “Company”), and each of the individuals and entities listed on Exhibit A attached to this Agreement (each an “Investor” and together the “Investors”).
SECURITY AGREEMENTSecurity Agreement • November 13th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks • Delaware
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of October 31, 2023, is executed by American Gene Technologies International Inc., a Delaware corporation (together with its successors and assigns, the “Company”), in favor of Wilmington Trust, National Association, as collateral agent (in such capacity together with its successors in such capacity, the “Collateral Agent”) on behalf of the Investors listed on the signature pages hereof.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • December 21st, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 20, 2022, by and among 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X”), Ottis J. Sparks, a natural person (the “Stockholder”), and, solely with respect to Section 1(a) hereto, Sparks Energy, Inc., a Delaware corporation (“Sparks Energy”). Each of 10X, the Stockholder and Sparks Energy is sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
AGREEMENT AND PLAN OF MERGER dated as of August 9, 2023 by and among 10X CAPITAL VENTURE ACQUISITION Corp. III, 10X AGT Merger Sub, LLC, and AMERICAN GENE TECHNOLOGIES INTERNATIONAL INC.Merger Agreement • August 10th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 9, 2023, is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“Acquiror”), 10X AGT Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and American Gene Technologies International Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
ACQUIROR SUPPORT AGREEMENTAcquiror Support Agreement • August 10th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks
Prior to any valid termination of the Merger Agreement, each Class B Holder shall take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and the other transactions contemplated by the Merger Agreement and on the terms and subject to the conditions set forth therein.
10X CAPITAL VENTURE ACQUISITION CORP. IIIAdministrative Services Agreement • January 14th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
This letter agreement (this “Agreement”) by and among 10X Capital Venture Acquisition Corp. III (the “Company”) and 10X Capital SPAC Sponsor III LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
JOINDER to LETTER AgreementJoinder to Letter Agreement • January 9th, 2024 • 10X Capital Venture Acquisition Corp. III • Biological products, (no disgnostic substances)
This Joinder to Letter Agreement (this “Joinder”) is made this 9th day of January, 2024, by Osman Ahmed (the “Officer”), in respect of that certain Letter Agreement (the “Letter Agreement”), dated as of January 11, 2022, by and among 10X Capital SPAC Sponsor III LLC (the “Sponsor”), 10X Capital Venture Acquisition Corp. III (the “Company”), and each of the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement.
MUTUAL TERMINATION OF MERGER AGREEMENTMutual Termination of Merger Agreement • June 21st, 2024 • 10X Capital Venture Acquisition Corp. III • Biological products, (no disgnostic substances) • Delaware
This Mutual Termination of Merger Agreement (this “Agreement”), dated as of June 21, 2024, is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“Acquiror”), 10X AGT Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Acquiror (“Merger Sub”), and American Gene Technologies International Inc., a Delaware corporation (the “Company”) (each, a “Party” and collectively, the “Parties”).
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 10th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of [ ● ], 2023, by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X”), [ ● ], a [ ● ] (the “Stockholder”), and, solely with respect to Sections 1 - 3 hereof, American Gene Technologies International Inc., a Delaware corporation (the “Company”). Each of 10X, the Stockholder and the Company is sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • October 6th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of October 5, 2023 by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned investor (“Investor”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 21st, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ● ], 2023 between [ ● ], a [ ● ] (the “Stockholder”)1 and 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X”). The Stockholder and 10X are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • February 3rd, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks
This Settlement Agreement and Release (“Settlement Agreement”) is entered into this 2nd day of February 2023 (the “Effective Date”), between 10X Capital Venture Acquisition Corp. III and 10X Sparks Merger Sub, Inc. (collectively, “Plaintiffs”), on the one hand, and Sparks Energy, Inc. (“Defendant”) and Ottis Jarrada Sparks, on the other. Plaintiffs and Defendant and Mr. Sparks are collectively referred to herein as the “Parties.”
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 10th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ● ], 2023 between [ ● ], a [ ● ] (the “Stockholder”)1, and Addimmune Inc. (f/k/a 10X Capital Venture Acquisition Corp. III), a Delaware corporation (“Addimmune”). The Stockholder and Addimmune are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
JOINDER to LETTER AgreementJoinder to Letter Agreement • December 9th, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks
This Joinder to Letter Agreement (this “Joinder”) is made this 8th day of December, 2022, by Kash Sheikh (the “Director”), in respect of that certain Letter Agreement (the “Letter Agreement”), dated as of January 11, 2022, by and among 10X Capital SPAC Sponsor III LLC (the “Sponsor”), 10X Capital Venture Acquisition Corp. III (the “Company”), and each of the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 13th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks • Delaware
This Intellectual Property Security Agreement (“Agreement”) is executed on October 31, 2023 by American Gene Technologies International Inc., a Delaware corporation (together with its successors and assigns, “Grantor”), in favor of Wilmington Trust, National Association, a national banking association, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) on behalf of the Investors listed on the signature pages hereof.
