Browse EX-10 agreements

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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Exhibit 10.1

[•], 2026

Football Manager SPAC Inc.

Via Borgonuovo 4

Milan 20121

Italy

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”) proposed to be entered into by and between Football Manager SPAC Inc. a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (“Units”) (or up to 11,500,000 Units in the aggregate, which includes up to 1,500,000 Units that may be purchased by the Underwriters to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one redeemable public warrant (a “Warrant”), which terms of the Public Offering may be changed according to the disclosure that will be fi

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THIS PROMISSORY NOTE (“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

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Principal Amount: Up to $1,500,000	​	Dated as of September 4, 2026

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Exhibit 10.6

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [          ], 2026 (this “Agreement”), is entered into by and between Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), and [    ] (the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Odyssey Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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Exhibit 10.5

Football Manager SPAC Inc.

Via Borgonuovo 4

20121 Milan

Italy

May 12, 2026

John I. Sanders	​
1033 Market Street	​
Fort Mill, SC 29708	​
United States of America	​

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RE:Securities Subscription Agreement

Ladies and Gentlemen:

Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer John I. Sanders, a resident of the State of South Carolina (the “Subscriber” or “you”), has made to purchase 500,000 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B ordinary shares”). 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, in effect on the date hereof (the “Charter”

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Football Manager SPAC Inc.

Via Borgonuovo 4

20121 Milan

Italy

May 12, 2026

League Capital LLC

Via Borgonuovo 4

20121 Milan

Italy

RE:Securities Subscription Agreement

Ladies and Gentlemen:

Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer League Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 11,821,429 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B ordinary shares”), up to 1,607,143 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company, 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 an

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Football Manager SPAC Inc.

via Borgonuovo n. 4

Milan 20121

Italy

[●], 2026

Viride S.p.A.

via Borgonuovo n. 4

Milan 20121

Italy

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Football Manager SPAC Inc., a Delaware corporation (the “Company”) and Viride S.p.A., a società per azioni incorporated in Italy (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. [●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

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