Browse EX-10 agreements

SECURITIES SUBSCRIPTION AGREEMENT

Elevation Acquisition Group Inc.

RE: Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of February 9th, 2026 by and between Elevation Group Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Elevation Acquisition Group Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

1. Purchase of Securities.

…

FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

**WHEREAS, **highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

…

---

Exhibit 10.14

** **

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 Joseph Yankovich (the “Transferee”).

** **

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, in consideration of Transferee’s continued service (“Service”) on the Board of Directors and as Chief Financial Officer of Elevation Acquisition Group Inc., a Cayman Islands exempted company (the “Company”) the Transferor will transfer to Transferee 100,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”) of the Company.

NOW, THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as follows:

…

FORM OF SECURITIES SUBSCRIPTION AGREEMENT

Elevation Acquisition Group Inc.

RE: Securities Subscription Agreement

Ladies and Gentlemen:

This Securities Subscription Agreement (this “Agreement”) is entered into as of [*], 2026 by and between [*] (the “Subscriber” or “you”), and Elevation Acquisition Group Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 850,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), in connection with the Company’s initial public offering (the “IPO”) of the Company’s units. The Company and the Subscriber’s agreements regarding such Shares are as follows:

1. Purchase of Securities.

…

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 Anthony J. Sarkis (the “Transferee”).

** **

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 is serving as the Chief Executive Officer and a member of the Board of Directors (the “Board”) in connection with the Company’s initial public offering of securities (the “IPO”); and

…

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $75,000.00	Dated as of July 15, 2026

…

**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 [______________] (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”); and

…

** **

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 Matthew J. Kearney (the “Transferee”).

** **

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

…

ELEVATION ACQUISITION GROUP INC.

19505 Biscayne Blvd., Suite 2350

Aventura, FL 33180

[●], 2026

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter of agreement by and between Elevation Acquisition Group Inc. (the “Company”) and Elevation Group Sponsor 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 Stock Market LLC (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”):

…

** **

Elevation Acquisition Group Inc.

19505 Biscayne Blvd, Suite 2350

Aventura, FL 33180

September 1, 2026

Francis Knuettel II

3 Alexandra Drive 

New Fairfield, CT 06812

** **

Re:          Amended and Restated Director Offer Letter Agreement

Dear Frank:

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”).

…

**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”);

…

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

…