New Providence Acquisition Corp. III/Cayman Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 23, 2025, is made and entered into by and among New Providence Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), New Providence Holdings III, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, Cantor 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”).
NEW PROVIDENCE ACQUISITION CORP. IIISecurities Subscription Agreement • April 7th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
New Providence Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of New Providence Holdings III, LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 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 Or
INDEMNITY AGREEMENTIndemnity Agreement • April 25th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 23, 2025, by and between New Providence Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 25th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 23, 2025 by and between New Providence Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between New Providence Acquisition Corp. III and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: April 23, 2025 New Providence Acquisition Corp. III UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
The undersigned, New Providence Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (the “Representative”) and with the other 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” as follows:
WARRANT AGREEMENTWarrant Agreement • April 25th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 23, 2025, is by and between New Providence Acquisition Corp. III , 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”).
INDEMNITY AGREEMENTIndemnification Agreement • April 7th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between New Providence Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
April 23, 2025 New Providence Acquisition Corp. III Palm Beach, FL 33480 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 25th, 2025 • New Providence Acquisition Corp. III/Cayman • 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 New Providence Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co., as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 30,015,000 of the Company’s units (including up to 3,915,000 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-third 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 the Public Offering pursuant to the registration
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • April 25th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 23rd day of April, 2025, by and between New Providence Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (” Cantor” or the “Subscriber”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • April 25th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of April 23, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between New Providence Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and New Providence Holdings III, LLC, a Delaware limited liability company (the “Purchaser”).
Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 16th, 2026 • New Providence Acquisition Corp. III/Cayman • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 16, 2026 by and among the undersigned individual (the “Subject Party”), New Providence Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “SPAC”), and Abra Financial Holdings, Inc., a Delaware corporation (together with its successors, the “Company” and, collectively with the SPAC and each of the SPAC’s and/or the Company’s respective direct and indirect subsidiaries (collectively with the SPAC and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
NEW PROVIDENCE ACQUISITION CORP. IIIAdministrative Services Agreement • April 25th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks
This letter agreement by and between New Providence Acquisition Corp. III (the “Company”) and New Providence Holdings III, LLC (the “Services Provider” and “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”):
Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 16th, 2026 • New Providence Acquisition Corp. III/Cayman • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2026 by and between (i) New Providence Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, the “SPAC”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
NEW PROVIDENCE ACQUISITION CORP. IIIAdministrative Services Agreement • April 7th, 2025 • New Providence Acquisition Corp. III/Cayman • Blank checks
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2026 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Abra Financial Inc. (f/k/a New Providence Acquisition Corp. III, a Cayman Islands exempted company), a Delaware corporation (the “Company”), New Providence Holdings III, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), certain stockholders of Abra Financial Holdings, Inc., a Delaware corporation (the “Target Company”) listed on the signature pages hereto (the “Abra Holders”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, Cantor 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”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 16th, 2026 • New Providence Acquisition Corp. III/Cayman • Blank checks
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2026, by and among (i) New Providence Holdings III, LLC, a Delaware limited liability company (“Sponsor”), (ii) New Providence Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), and (iii) Abra Financial Holdings, Inc. a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, the Company and Aether Merger Sub I Corp., a Delaware corporation and a direct wholly owned Subsidiary of SPAC (“Merger Sub”), dated as of the date hereof (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).
Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 16th, 2026 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
This Company Support Agreement (this “Agreement”) is made as of March 16, 2026 by and among (i) New Providence Acquisition Corp. III, a Cayman Islands exempted company incorporated with limited liability (together with its successors, the “SPAC”), (ii) Abra Financial Holdings, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholders (collectively, the “Holders” and each, a “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 16th, 2026 • New Providence Acquisition Corp. III/Cayman • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 16, 2026 by and among (i) New Providence Acquisition Corp. III, a Cayman Islands exempted company, (“SPAC”), (ii) Aether Merger Sub I Corp., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger Sub”), and (iii) Abra Financial Holdings, Inc., a Delaware corporation (together with its successors, the “Company”). SPAC, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.