5,500,000 Units A SPAC III Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2024 • SPAC III Acquisition Corp. • Blank checks • New York
The undersigned, A SPAC III Acquisition Corp., a company incorporated as a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2024. Between: Whereas:Indemnity Agreement • October 1st, 2024 • SPAC III Acquisition Corp. • Blank checks • Virgin Islands
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2024 between the Company and Indemnitee pursuant to the underwriting agreement (“Underwriting Agreement”) between the Company and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
RIGHTS AGREEMENTRights Agreement • September 9th, 2024 • SPAC III Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2024 between A SPAC III Acquisition Corp., a British Virgin Islands business company, with offices at 29/F, Sun’s Group Center, 200 Gloucester Road, Wan Chai, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Right Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 9th, 2024 • SPAC III Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2024, by and between A SPAC III Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 29/F Sun’s Group Center, 200 Gloucester Road, Wan Chai, Hong Kong and A SPAC III (Holdings) Corp., a British Virgin Islands business company (the “Purchaser”).
A SPAC III Acquisition Corp. 29/F, Sun’s Group Center Maxim Group LLC 300 Park Avenue New York, New York 10022SPAC III Acquisition Corp. • September 9th, 2024 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between A SPAC III Acquisition Corp., a British Virgin Islands business company (the “Company”), and Maxim Group LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, no par value (the “Ordinary Shares”) and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2024 • SPAC III Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2024 by and between A SPAC III Acquisition Corp., a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, as New York corporation (“Trustee”).
SHARE SUBSCRIPTION AND PURCHASE AGREEMENTShare Subscription And • October 1st, 2024 • SPAC III Acquisition Corp. • Blank checks
A SPAC III (Holdings) Corp. (the “Sponsor”) hereby subscribes for 1,581,250 Class B ordinary shares with no par value of the Company (the “Shares”). In consideration for the issue of the Shares, the Sponsor hereby agrees and undertakes to pay US$25,000.00 to the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2024 • SPAC III Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2024, is made and entered into by and among A SPAC III Acquisition Corp., a British Virgin Islands business company (the “Company”), A SPAC III (Holdings) Corp., a British Virgin Islands business company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (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”).
ContractSPAC III Acquisition Corp. • October 1st, 2024 • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
