REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2024, is made and entered into by and among GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”), GSR III Sponsor LLC, a Delaware limited liability company (the “Sponsor”), SPAC Advisory Partners, LLC (the “Underwriter”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
GSR III ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks • New York
The undersigned, GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with SPAC Advisory Partners, LLC, a division of Kingswood Capital Partners LLC (the “Representative”) and with the 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 the Representative is listed on Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
INDEMNITY AGREEMENTIndemnification Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 7, 2024, by and between GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Lewis Silberman (the “Indemnitee”).
RIGHTS AGREEMENTRights Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 7, 2024 between GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 7, 2024 by and between GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
GSR III Acquisition Corp. 5900 Balcones Drive, Suite 100 Austin, Texas 78731 United States of AmericaUnderwriting Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and SPAC Advisory Partners, a division of Kingwood Capital Partners LLC (“SAP”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (“Units”) (including up to 3,000,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-seventh of one whole right to receive one Ordinary Share upon the consummation of an initial business combination (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securi
SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTSponsor Private Placement Units Purchase Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks • New York
This SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of November 7, 2024, by and between GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 5900 Balcones Drive, Suite 100, Austin, TX 78731, and GSR III Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 5900 Balcones Drive, Suite 100, Austin, TX 78731.
GSR III ACQUISITION CORP.Administrative Services and Indemnification Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between GSR III Acquisition Corp. (the “Company”) and GSR III Sponsor 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 Nasdaq Global Market (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”):
UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTUnderwriter Private Placement Units Purchase Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks • New York
This UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of November 7, 2024, by and between GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 5900 Balcones Drive, Suite 100, Austin, TX 78731, and SPAC Advisory Partners, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 5900 Balcones Drive, Suite 100, Austin, TX 78731.
