Dynamix Corp III Sample Contracts
UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2025 • Dynamix Corp III • Blank checks • New York
The undersigned, Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and [●] (“[●]” and collectively with CCM, “Representatives” and each, a “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2025 • Dynamix Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2025, is made and entered into by and among Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), DynamixCore Holdings III, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and (the “Subscribers”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Subscribers 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”).
UNDERWRITING AGREEMENT among DYNAMIX CORPORATION III and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC As Representative of the Underwriters Dated: October 29, 2025Underwriting Agreement • October 31st, 2025 • Dynamix Corp III • Blank checks • New York
The undersigned, Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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 the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2025 • Dynamix Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2025, is made and entered into by and among Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), DynamixCore Holdings III, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Clear Street LLC (collectively, the “Subscribers”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Subscribers 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”).
WARRANT AGREEMENTWarrant Agreement • August 12th, 2025 • Dynamix Corp III • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ______, 2025, is by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
October 29, 2025 Dynamix Corporation III PMB 6373 Houston, TX 77056Underwriting Agreement • October 31st, 2025 • Dynamix 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 Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 20,125,000 of the Company’s units (including up to 2,625,000 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 Pu
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 31st, 2025 • Dynamix Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 29, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and DynamixCore Holdings III, LLC, a Delaware limited liability company (the “Purchaser”).
Dynamix Corporation IIIAdministrative Services Agreement • October 31st, 2025 • Dynamix Corp III • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 31st, 2025 • Dynamix Corp III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 29, 2025 by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 31st, 2025 • Dynamix Corp III • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 29th day of October, 2025, by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC (collectively, the “Subscriber”).
Dynamix Corporation III 1980 Post Oak Blvd., Suite 100 PMB 6373 Houston, TX 77056Underwriting Agreement • August 12th, 2025 • Dynamix Corp III
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Dynamix Corporation III, 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 17,250,000 of the Company’s units (including up to 2,250,000 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 22nd, 2025 • Dynamix 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 Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and DynamixCore Holdings III, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 22nd, 2025 • Dynamix Corp III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • September 22nd, 2025 • Dynamix Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of_________, 2025, is by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2025 • Dynamix Corp III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2025 by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company (the “Trustee”).
Dynamix Corporation II PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman IslandsSecurities Subscription Agreement • August 12th, 2025 • Dynamix Corp III • New York
Dynamix Corporation II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer DyanmixCore Holdings II, 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”), $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 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, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • September 22nd, 2025 • Dynamix Corp III • Blank checks • New York
THIS ADVISORY SERVICES AGREEMENT (the “Agreement”), is made and entered into as of , 2025, by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Volta Tread LLC, a Texas limited liability company (“Volta”). Capitalized terms used herein but not otherwise defined have the meaning set forth in Section 1.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • October 31st, 2025 • Dynamix Corp III • Blank checks • New York
THIS ADVISORY SERVICES AGREEMENT (the “Agreement”), is made and entered into as of October 29, 2025, by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Volta Tread LLC, a Texas limited liability company (“Volta”). Capitalized terms used herein but not otherwise defined have the meaning set forth in Section 1.
Dynamix Corporation IIIAdministrative Services Agreement • September 22nd, 2025 • Dynamix Corp III • Blank checks
This letter agreement by and between Dynamix Corporation III (the “Company”) and Volta Tread LLC (the “Services Provider”), an affiliate of our sponsor, DynamixCore Holdings III, LLC (“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 • September 22nd, 2025 • Dynamix 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 Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and (collectively, the “Subscriber”).
WARRANT AGREEMENTWarrant Agreement • October 31st, 2025 • Dynamix Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 29, 2025, is by and between Dynamix Corporation III, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).