0001193125-21-179390 Sample Contracts

INDEMNITY AGREEMENT
Indemnity 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 2nd, 2021 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, 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”).

10X Capital Venture Acquisition Corp. II
Letter Agreement • June 2nd, 2021 • 10X Capital Venture Acquisition Corp. III • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENT
Trust Agreement • June 2nd, 2021 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 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”).

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • June 2nd, 2021 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [•], 2021 (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 AGREEMENT
Private Placement Units Purchase Agreement • June 2nd, 2021 • 10X Capital Venture Acquisition Corp. III • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [•], 2021 (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”).

10X CAPITAL VENTURE ACQUISITION CORP. III
Letter Agreement • June 2nd, 2021 • 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”):

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