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.
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).
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).
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).
