ITHAX Acquisition Corp III Sample Contracts
ITHAX ACQUISITION CORP III UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
The undersigned, ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or 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,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 11, 2025, is made and entered into by and among ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), ITHAX Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (the “Representative”) (the Sponsor and the Representative together with 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”).
WARRANT AGREEMENTWarrant Agreement • November 17th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2025, is by and between ITHAX 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 15th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 11, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), and ITHAX Acquisition Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 17th, 2025 • ITHAX Acquisition Corp III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2025 by and between ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), and...Underwriting Agreement • November 17th, 2025 • ITHAX Acquisition Corp III • Blank checks
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 17th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ____, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), and ITHAX Acquisition Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
ITHAX Acquisition Corp III 826 Collins Avenue, Suite 201 Miami, Florida 33139Administrative Services Agreement • December 15th, 2025 • ITHAX Acquisition Corp III • Blank checks
This letter agreement by and between ITHAX Acquisition Corp III (the “Company”) and ITHAX Acquisition Sponsor 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”):
ITHAX ACQUISITION CORP III UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
The undersigned, ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or 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,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 15th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of December, 2025, by and between ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
WARRANT AGREEMENTWarrant Agreement • December 15th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 11, 2025, is by and between ITHAX 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”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 17th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2025, by and between ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
December 11, 2025Underwriting Agreement • December 15th, 2025 • ITHAX Acquisition Corp III • 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 between ITHAX 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 20,000,000 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 the Public Offering pursuant to the registration statement
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2025 • ITHAX Acquisition Corp III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 11, 2025 by and between ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ITHAX Acquisition Corp IIIAdministrative Services Agreement • November 17th, 2025 • ITHAX Acquisition Corp III • Blank checks
This letter agreement by and between ITHAX Acquisition Corp III (the “Company”) and ITHAX Acquisition Sponsor 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”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 17th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2025, by and between ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2025 • ITHAX Acquisition Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2025, is made and entered into by and among ITHAX Acquisition Corp III, a Cayman Islands exempted company (the “Company”), ITHAX Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (the “Representative”) (the Sponsor and the Representative together with 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”).