Browse EX-10 agreements

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2026, is made and entered into by and among each of StablecoinX Inc., a Delaware corporation (the “Company”), certain former shareholders of TLGY Acquisition Corp. (the “SPAC” and such shareholders, the “Legacy SPAC Shareholders”), certain former shareholders (the “Legacy Opco Shareholders”) of StablecoinX Assets Inc. (“Opco”), and Ethena OpCo Ltd. (“Ethena” and, together with the Legacy SPAC Shareholders and the Legacy Opco Shareholders, the “Significant Holders”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Business Combination Agreement (as defined below).

 

RECITALS

…

ARES ACQUISITION CORPORATION III

 

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

 

June 29, 2026

 

Ares Acquisition Holdings III LP

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter”) by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, acting through its general partner, Ares Acquisition Holdings III (the “Sponsor”) dated as of the date set forth above, confirms our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (Registration No. 333-296746) (as amended, the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registra

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made on June 29, 2026 by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-296746 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-tenth of one redeemable warrant, has been declared effective as of the date of this Agreement by the U.S. Securities and Exchange Commission;

…

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

 

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2026, is made and entered into by and among Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership (the “Sponsor”) (the Sponsor together with any person or entity who becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

 

WHEREAS, the Company has 9,918,750 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 43,750 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their remaining over-allotment option;

…

CONFIDENTIAL

 

June 29, 2026

 

Ares Acquisition Corporation III

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

Attn: David B. Kaplan

 

Re:        Engagement of Services

 

Dear Mr. Kaplan:

 

This will confirm the basis upon which Ares Acquisition Corporation III (“Client”) has engaged Ares Management Capital Markets LLC (“AMCM”) (collectively, with the Client, the “Parties”), to provide consulting and advisory services (the “Engagement”), including in connection with Client’s initial public offering (“IPO”) of its securities (the “Transaction”). In connection with the Engagement, AMCM will: (i) review the deal structure and terms and related structuring advice related to the Transaction; and (ii) assist Client with selecting underwriters for the Transaction.

…

June 29, 2026

 

Ares Acquisition Corporation III c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167

 

Re:      Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters named in such Underwriting Agreement (together, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 39,675,000 of the Company’s units (including up to 5,175,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-tenth of one redeemable warrant. Each whole warrant (each, a

…

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated June 29, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, acting through its general partner, Ares Acquisition Holdings III (the “Purchaser”).

…

Execution Version

 

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TRANSITION SERVICES AGREEMENT

 

 

dated as of

 

 

June 30, 2026

 

 

between

 

S&P Global Inc.

 

and

 

MOBILITY GLOBAL INC.

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1 Definitions

 

Section 1.01 .

Definitions

1

Section 1.02 .

Other Definitional and Interpretative Provisions

2

 

 

Article 2 Purchase and Sale of Services

 

Section 2.01 .

Provision and Receipt of Services

3

Section 2.02 .

Termination of Services

4

Section 2.03 .

Service Provider Affiliates and Third-Party Providers

5

Section 2.04 .

Third-Party Licenses and Consents

5

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request. 

 

EMPLOYEE MATTERS AGREEMENT

 

 

by and between

 

S&P GLOBAL INC.

 

and

 

MOBILITY GLOBAL INC.

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1

Definitions

 

Section 1.01.

Definitions

1

Section 1.02.

Other Definitional and Interpretive Provisions

7

 

 

 

Article 2

General Allocation of Liabilities; Indemnification

 

Section 2.01.

Allocation of Employee-Related Liabilities

9

Section 2.02.

Indemnification

9

Section 2.03.

No Duplicate Reimbursements

9

 

 

 

Article 3

Employees; Employee Agreements

 

Section 3.01.

Transfers of Employment

10

Section 3.02.

Transfer of Delayed Transfer SpinCo Employees

10

Section 3.03.

Employee Agreements

11

Section 3.04.

Assignment of Specified Rights

11

Section 3.05.

Sponsored SpinCo Employees

12

Section 3.06.

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TAX MATTERS AGREEMENT

 

 

between

 

S&P Global Inc.,

 

on behalf of itself and the members of the SPGl Group

 

and

 

Mobility Global Inc.,

 

on behalf of itself and the members of the SpinCo Group

 

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Section 1.

Definitions and Interpretation

1

Section 2.

Sole Tax Sharing Agreement

9

Section 3.

Allocation of Taxes

9

Section 4.

Preparation and Filing of Tax Returns

12

Section 5.

Apportionment of Earnings and Profits and Tax Attributes

14

Section 6.

…

Exhibit 10.2 

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TAX MATTERS AGREEMENT

 

between

 

S&P Global Inc.,

 

on behalf of itself and the members of the SPGl Group

 

and

Mobility Global Inc.,

 

on behalf of itself and the members of the SpinCo Group

 

Dated as of June 30, 2026

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

 

Page

Section 1.

Definitions and Interpretation

1

Section 2.

Sole Tax Sharing Agreement

9

Section 3.

Allocation of Taxes

9

Section 4.

Preparation and Filing of Tax Returns

12

Section 5.

Apportionment of Earnings and Profits and Tax Attributes

14

Section 6.

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TRANSITION SERVICES AGREEMENT

 

dated as of

 

June 30, 2026

 

between

 

S&P Global Inc.

 

and

 

MOBILITY GLOBAL INC.

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

Article 1

 

Definitions

 

 

 

Section 1.01 . Definitions

1

Section 1.02 . Other Definitional and Interpretative Provisions

2

 

 

Article 2

 

Purchase and Sale of Services

 

 

 

Section 2.01 . Provision and Receipt of Services

3

Section 2.02 . Termination of Services

4

Section 2.03 . Service Provider Affiliates and Third-Party Providers

5

…