GSR III Acquisition Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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GSR III ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting 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:

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INDEMNITY AGREEMENT
Indemnity Agreement • September 10th, 2024 • GSR III Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2024, by and between GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and , (the “Indemnitee”).

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INDEMNITY AGREEMENT
Indemnification 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”).

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RIGHTS AGREEMENT
Rights 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 25th, 2025 • GSR III Acquisition Corp. • Blank checks • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among GSR III Acquisition Corp. (the “GSR III”), Terra Innovatum s.r.l., an Italian Società a responsabilità limitata (“Terra OpCo), each individual identified on the signature pages hereto as a “Management Holder” (each, a “Management Holder” and together, the “Management Holders”) and GSR III Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together the Management Holders, and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each, a “Holder”). Each capitalized term used, but not defined herein shall have meaning ascribed to such term in the Business Combination Agreement.

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GSR III Acquisition Corp. 5900 Balcones Drive, Suite 100 Austin, Texas 78731 United States of America
Underwriting 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

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SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Sponsor 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.

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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”):

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UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Underwriter 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.

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SPONSOR SUPPORT AGREEMENT
Sponsor Support Agreement • April 25th, 2025 • GSR III Acquisition Corp. • Blank checks

Reference is made to that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Business Combination Agreement”) by and among GSR III Acquisition Corp., a Cayman Island exempted company (“GSR III”), and Terra Innovatum s.r.l., an Italian Società a responsabilità limitata (“Terra OpCo”), and such other parties that will sign joinders to the Business Combination Agreement in accordance with the Terra Pre-Closing Restructuring (as defined therein). This sponsor support agreement (“Sponsor Agreement”) is being entered into and delivered by GSR III, GSR III Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Terra OpCo in connection with the transactions contemplated by the Business Combination Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.

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BUSINESS COMBINATION AGREEMENT by and among GSR III ACQUISITION CORP., TERRA INNOVATUM S.R.L., AND SUCH OTHER PARTIES THAT MAY BECOME PARTIES HERETO dated as of April 21, 2025
Business Combination Agreement • April 25th, 2025 • GSR III Acquisition Corp. • Blank checks • New York

This Business Combination Agreement (this “Agreement”), dated as of April 21, 2025 (the “Execution Date”), is made and entered into by and among GSR III Acquisition Corp., a Cayman Islands exempted company (“GSR III”), Terra Innovatum s.r.l., an Italian limited liability company (Italian Società a responsabilità limitata) (“Terra OpCo”), and such other parties that will sign joinders to this Agreement in accordance with the Terra Pre-Closing Restructuring Plan (as defined below).

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GSR III Acquisition Corp. PO Box 309, Ugland House Grand Cayman, KY1-1104
Securities Subscription Agreement • July 16th, 2024 • GSR III Acquisition Corp. • New York

This agreement (the “Agreement”) is entered into by and between GSR III Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”). The Company’s and the Subscriber’s agreements regarding 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), are as follows:

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