Texas Ventures Acquisition III Corp Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2025 • Texas Ventures Acquisition III Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 22, 2025, is made and entered into by and among Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), TV Partners III, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC ( “CCM”), and Clear Street LLC (“Clear Street,” together with CCM, the “Representatives” and the Representatives, 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”).
TEXAS VENTURES ACQUISITION III CORP Houston, Texas 77056Securities Subscription Agreement • October 4th, 2024 • Texas Ventures Acquisition III Corp • Blank checks • New York
Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer TV Partners III, LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 7,666,667 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,000,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • April 28th, 2025 • Texas Ventures Acquisition III Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 22, 2025, by and between Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 28th, 2025 • Texas Ventures Acquisition III Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 22, 2025 by and between Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 28th, 2025 • Texas Ventures Acquisition III Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 22, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), and TV Partners III, LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENT between Texas Ventures Acquisition III Corp and COHEN & COMPANY CAPITAL MARKETS a division of J.V.B. Financial Group, LLCUnderwriting Agreement • April 28th, 2025 • Texas Ventures Acquisition III Corp • Blank checks • New York
The undersigned, Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM” or the “Representative”) and with the other underwriters named on Schedule A hereto, 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 CCM is listed on such Schedule A, any references to Underwriters shall refer exclusively to CCM) as follows:
WARRANT AGREEMENTWarrant Agreement • April 28th, 2025 • Texas Ventures Acquisition III Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 22, 2025, is by and between Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 2nd, 2025 • Texas Ventures Acquisition III Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
April 22, 2025 Texas Ventures Acquisition III Corp Houston, Texas 77056Underwriting Agreement • April 28th, 2025 • Texas Ventures Acquisition III Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in t
UNDERWRITING AGREEMENT between Texas Ventures Acquisition III Corp and COHEN & COMPANY CAPITAL MARKETS a division of J.V.B. Financial Group, LLCUnderwriting Agreement • April 2nd, 2025 • Texas Ventures Acquisition III Corp • Blank checks • New York
The undersigned, Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM” or the “Representative”) and with the other underwriters named on Schedule A hereto, 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 CCM is listed on such Schedule A, any references to Underwriters shall refer exclusively to CCM) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 28th, 2025 • Texas Ventures Acquisition III Corp • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 22nd day of April, 2025, by and between Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Clear Street LLC (each a “Subscriber” or collectively, the “Subscribers”).
TEXAS VENTURES ACQUISITION III CORPAdministrative Services Agreement • April 28th, 2025 • Texas Ventures Acquisition III Corp • Blank checks
This letter agreement by and between Texas Ventures Acquisition III Corp (the “Company”) and TV Partners 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 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 7th, 2026 • Texas Ventures Acquisition III Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January [●], 2026, by and between Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
JOINDER TO AND AMENDMENT OF THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2025 • Texas Ventures Acquisition III Corp • Blank checks
This JOINDER TO AND AMENDMENT OF THE REGISTRATION RIGHTS AGREEMENT, dated as of April 22, 2025, by and among Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), TV Partners III, LLC, a Delaware limited liability company (the “Sponsor”) and certain other parties thereto (the “Agreement”) is delivered and entered into in accordance with Section 5.2 and Section 5.5 of the Agreement. Capitalized terms used and not defined herein have the meanings given to them in the Agreement.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] indicates the redacted confidential portions of this exhibit. PURCHASE...Purchase Agreement • September 24th, 2025 • Texas Ventures Acquisition III Corp • Blank checks • New York
This PURCHASE AGREEMENT (this “Agreement”) is made effective and entered into as of September 18, 2025 (the “Effective Date”), by and among Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company, (the “Purchaser”), Texas Ventures Acquisition III Corp, a Cayman Islands exempted company, (the “SPAC”), and TV Partners III, LLC (the “Sponsor”)(each a “Party” and, collectively, the “Parties”).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • April 15th, 2026 • Texas Ventures Acquisition III Corp • Blank checks
THIS AMENDMENT NO. 1 TO THE WARRANT AGREEMENT (this “Amendment”) is entered into as of December 31, 2025 and amends that certain Warrant Agreement, dated as of April 22, 2025 (the “Warrant Agreement”), by and among Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also the “Transfer Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant Agreement.
Texas Ventures Acquisition III Corp. Houston, Texas 77056Sponsor and Insiders Obligations • September 24th, 2025 • Texas Ventures Acquisition III Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in connection with the Purchase Agreement (the “Purchase Agreement”) entered into by and between Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company (the “Sponsor”), Texas Ventures Acquisition III Corp., a Cayman Islands exempted company (the “Company”), and TV Partners III, LLC (the “Original Sponsor”). Certain capitalized terms used herein are defined in paragraph 8 hereof. Any capitalized terms that are used but not defined herein have the meanings ascribed to them in the Purchase Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Sponsor and the undersigned individuals, each of whom will be a member of the Company’s board of directors and/or management team upon the closing of the transactions provided for under the Purchase Agreement (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”), hereby