Browse EX-10 agreements

**FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2026, by and between Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), Elevation Group Sponsor, LLC (the “Sponsor”), and the holders named in Exhibit A hereto (these holders, collectively with the Sponsor, the “Subscribers”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (a “Class A Ordinary Share”), and one right (a “Right”) to receive one-sixth (1/6) of one Class A Ordinary Share (the “Right Shares”) upon the consummation of the Company’s initial business combination (the “Business Combination”) to be governed by the Rights Agreement (as defined below), as set forth in the Company’s registration statement on Form S-1 related to the IPO (the “Registration Statement”);

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______________, 2026, by and between Elevation Acquisition Group Inc., 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-[_____]) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-sixth (1/6) of one Ordinary Share (the “Rights”), upon consummation of the Company’s initial business combination (such initial business combination hereinafter referred to as the “Business Combination”, and such initial public offering hereinafter referred to as the “Offering”), has been declared effective

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Elevation Acquisition Group Inc.

19505 Biscayne Blvd, Suite 2350
Aventura, FL 33180

September 1, 2026

Matthew J. Kearney
27 Middagh Street

Brooklyn New York 11201

	Re:	Amended and Restated Director Offer Letter Agreement

Dear Matt:

This letter amends and restates your original offer letter dated August 4, 2026, as amended on August 17, 2026. This amended and restated director offer letter agreement (the “Agreement”) sets forth the terms and conditions of your service as an independent member of the Board of Directors (the “Board”) of Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), effective August 4, 2026 (the “Effective Date”), which is subject in all respects to Board approval of your appointment prior to the consummation of the Company’s initial public offering of its securities (the “IPO”).

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FORM OF LETTER AGREEMENT

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                 , 2026

Elevation Acquisition Group Inc.

19505 Biscayne Blvd, Suite 2350
Aventura, FL 33180

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 between Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 right (each a “Right”), with each Right entitling the holder thereof to receive one-sixth (1/6) of one Class A Ordinary Share upon

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FORM OF REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), Elevation Group Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Maxim Group LLC (“Maxim”) and the undersigned parties listed under Holders on the signature page hereto (each such party a “Holder” and, collectively, the “Holders”).

RECITALS

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AMENDED AND RESTATED SECURITIES TRANSFER AGREEMENT

This Amended and Restated Securities Transfer Agreement (this “Agreement”) is effective as of August 4, 2026 (“Effective Date”) by and between Elevation Group Sponsor LLC, a Delaware limited liability company (the “Transferor”) and Francis Knuettel II (the “Transferee”).

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RECITALS

WHEREAS, the Transferor and Transferee executed a securities transfer agreement (the “Initial Agreement”) on August 4, 2026; and

WHEREAS, the parties desire to amend and restate in its entirety the Initial Agreement; and;

WHEREAS, Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”) and the Transferee have entered into that certain Amended and Restated Offer Letter Agreement, effective as of August 4, 2026, (the “Offer Letter”) pursuant to which, subject to the terms and conditions thereof, the Transferee will serve as an independent member of the Board of Directors (the “Board”) in connection with the Company’s initial public offering of securities (the “IPO”); and

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Elevation Acquisition Group Inc.

19505 Biscayne Blvd, Suite 2350
Aventura, FL 33180

September 1, 2026

Anthony J. Sarkis
104 Kildare Road

Garden City, NY 11530

	Re:	Amended and Restated Chief Executive Officer Offer Letter

Dear Mr. Sarkis:

This letter amends and restates your original offer letter dated August 4, 2026. This amended and restated director offer letter agreement (the “Agreement”) sets forth the terms and conditions of your service as a member of the Board of Directors (the “Board”) and Chief Executive Officer of Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), effective August 4, 2026 (the “Effective Date”).

**1.           Term. **This Agreement will become effective upon your appointment by the Board as a member of the Board and as Chief Executive Officer and will continue until your resignation or removal.

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**FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2026, by and between Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”) and Maxim Group LLC (“Maxim” or the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (a “Class A Ordinary Share”), and one right (a “Right”) to receive one-sixth (1/6) of one Class A Ordinary Share (the “Right Shares”) upon the consummation of the Company’s initial business combination (the “Business Combination”) to be governed by the Rights Agreement (as defined below), as set forth in the Company’s registration statement on Form S-1 related to the IPO (the “Registration Statement”);

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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY JURISDICTION, NOR HAS THE SEC OR ANY SUCH STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE MERITS OF THIS OFFERING, NOR IS IT INTENDED THAT THEY WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY CANNOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S, PROMULGATED UNDER THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

FORM OF STOCK PURCHASE AGREEMENT

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**Execution Version **

$1,250,000,000

GROUP 1 AUTOMOTIVE, INC.

6.250% Senior Notes due 2032

6.625% Senior Notes due 2035

*Purchase Agreement *

September 8, 2026

J.P. Morgan Securities LLC

As Representative of the

several Initial Purchasers listed

in Schedule*** 1* hereto

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Group 1 Automotive, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule*** 1* hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $625,000,000 aggregate principal amount of its 6.250% Senior Notes due 2032 (the “2032 Notes”) and $625,000,000 aggregate principal amount of its 6.625% Senior Notes due 2035 (the “2035 Notes,” and, together with the 2032 Notes, the “Securities”). The Securities will be issued pursuant to indentures (the “Indentures”) to be dated as of the Closing Date (as defined below) among the Company, the guarantors listed in Schedule 2 hereto

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[3829-00166/4905-5237-8256.2]

Amend3rdGold.Com,Inc._v1

THIRDAMENDMENTTOLEASE

(Gold.Com,Inc.)

THIS THIRD AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of March 5, 2026 by and between C.J. SEGERSTROM & SONS, a California general partnership (“Landlord”), and GOLD.COM, INC., a Delaware corporation (“Tenant”), with respect to the following:

RECITALS

A.

Landlord is the landlord and Tenant (successor-in-interest to Spectrum Group International, Inc., a Delaware corporation) is the tenant pursuant to a certain High Tech/ Research&DevelopmentBuildingLeasedatedJuly13,2020(the“OriginalLease”),asamended bya certain First Amendmentto Lease datedas of January4,2021 (the “First Amendment”) and by a certain Second Amendment to Lease dated as of January 30, 2023 (the “Second Amendment”). The Original Lease, First Amendment and Second Amendment are herein sometimes referred to, collectively, as the “Lease.”

B.

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FIRSTAMENDMENTTOLEASE

(SpectrumGroupInternational/Stack'sBowersGalleries)

THIS FIRST AMENDMENT TOLEASE ("Amendment")ismade and entered into effectiveasofthe4thdayofJanuary,2021byand betweenC.J.SEGERSTROM&SONS, a California general partnership("Landlord"),andSPECTRUMGROUPINTERNATIONAL, INC., a Delaware corporation ("Tenant"), with respect to thefollowing:

RECITALS

A.

Landlord isthelandlord and Tenant isthe tenant pursuant tothatcertain Hi-Tech/Research and DevelopmentLease dated July 13,2020 (the"Lease") pursuant to which Tenant currently holds and occupies Suite I50(the"Premises") within thatcertain building located at1550ScenicAvenueintheHarborGateway Business Center,CostaMesa,California.

B.

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