0001104659-26-104858 Sample Contracts
SUBSCRIPTION AGREEMENTSubscription Agreement • September 3rd, 2026 • Texas Ventures Acquisition III Corp • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and among Texas Ventures Acquisition III Corp, a Cayman Islands exempted company limited by shares (the “Issuer”, which after the date of the Domestication, shall be known as PlusAI Holdings, Inc., a Delaware corporation), Plus Automation, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Investor”). The Subscription Agreement is entered into in connection with the Agreement and Plan of Merger and Reorganization, dated September 2, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Issuer, the Company and the other parties thereto. The transactions contemplated by the Merger Agreement are referred to in this Subscription Agreement as the “Transaction” and the purchase and sale of the Securities (as defined below) pursuant to this Subs
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2026 • Texas Ventures Acquisition III Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “A&R Registration Rights Agreement”), dated as of September 2, 2026 is made and entered into by and among (i) PLUSAI HOLDINGS, INC. (f/k/a TEXAS VENTURES ACQUISITION III CORP), a Delaware corporation (the “PubCo”); (ii) each of the Persons identified on the signature pages hereto or on the signature pages to a joinder in the form attached to this A&R Registration Rights Agreement as Exhibit A under the heading “Company Shareholders” or “Insiders”; (iii) YORKVILLE ACQUISITION SPONSOR II, a Delaware limited liability company (the “Sponsor”), and its Affiliate, YA II PN, LTD. (“Sponsor Affiliate”); (iv) COHEN & COMPANY CAPITAL MARKETS, a division of Cohen & Company Securities, LLC (f/k/a Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC) (“CCM”); and (v) CLEAR STREET LLC (“Clear Street,” together with CCM, the
Date: August 27, 2026Otc Equity Prepaid Forward Transaction • September 3rd, 2026 • Texas Ventures Acquisition III Corp • Blank checks
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and TVAIII on the Trade Date specified below. The term “Counterparty” refers to TVAIII until the closing of the Business Combination (as defined below), then to Pubco following the closing of the Business Combination. In contemplation of the transactions that are being negotiated by TVAIII and Plus Automation, Inc., a Delaware corporation (“Target”) pursuant to an Agreement and Plan of Merger and Reorganization (as may be executed, amended, modified, supplemented or waived from time to time, the “BCA”), by and among Target, TVAIII, TVAC Merger Sub I, Inc., a Delaware corporation and direct, wholly owned Subsidiary of TVAIII (“Merger Sub I”), and TVAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of TVAIII (“Merger Sub II”), (i) TVAIII will domesticate from the Cayman Islands to Dela
SPONSOR SUPPORT AGREEMENT September 2, 2026Sponsor Support Agreement • September 3rd, 2026 • Texas Ventures Acquisition III Corp • Blank checks
Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Merger Agreement”) by and among Texas Ventures Acquisition III Corp, a Cayman Island exempted company limited by shares, with registration number 412436 (“Texas Ventures III”), TVAC Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Texas Ventures III (“Merger Sub I”), TVAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Texas Ventures III (“Merger Sub II” and together with Merger Sub I, “Merger Subs”) and Plus Automation, Inc., a Delaware corporation (“Plus.ai”). This sponsor support agreement (“Sponsor Agreement”) is being entered into and delivered by Texas Ventures III, Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company (“Sponsor”), Plus.ai, and each of the undersigned individuals, each of who
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 3rd, 2026 • Texas Ventures Acquisition III Corp • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of September 2, 2026, by and among the Person named on the signature page hereto (the “Stockholder”), Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation) (“SPAC”), and Plus Automation, Inc., a Delaware corporation (the “Company”). For purposes of this Agreement, SPAC, the Company and the Stockholder are each a “Party” and collectively the “Parties.” Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among TEXAS VENTURES ACQUISITION III CORP, TVAC MERGER SUB I, INC., TVAC MERGER SUB II, LLC and PLUS AUTOMATION, INC. dated as of September 2, 2026Merger Agreement • September 3rd, 2026 • Texas Ventures Acquisition III Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of September 2, 2026, by and among Texas Ventures Acquisition III Corp, a Cayman Islands exempted company limited by shares, with registration number 412436 (which shall transfer by way of continuation out of the Cayman Islands and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), TVAC Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of SPAC (“Merger Sub I”), TVAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of SPAC (“Merger Sub II” and together with Merger Sub I, “Merger Subs”) and Plus Automation, Inc., a Delaware corporation (the “Company”). SPAC, Merger Subs and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.