Browse EX-10 agreements

GX Acquisition Corp. III

777 Arthur Godfrey Road, Suite 209

Miami Beach, FL 33140

[    ], 2026

GX Acquisition III Sponsor LLC

777 Arthur Godfrey Road, Suite 209

Miami Beach, FL 33140

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between GX Acquisition Corp. III (the “Company”) and GX Acquisition III Sponsor LLC(the “Services Provider” or “Sponsor”), our 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 Exchange 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”):

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

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This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [  ] day of [  ], 2026, by and between GX Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC  (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 (the “Class A Ordinary Shares”), of the Company, and one-third of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole 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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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among GX Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and GX Sponsor III, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC (the “Representative”) (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one (Class A Ordinary Share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-third of one redeemable warrant to purchase one Ordinary Share upon the consummation of the Company’s initial business combination;

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [   ] [   ], 2026 by and between GX Acquisition Corp. 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-[   ]) (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-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between GX Acquisition Corp. III, 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, advisors 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;

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GX ACQUISITION CORP. III

89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009

June 26, 2026

GX Acquisition III Sponsor LLC

777 Arthur Godfrey Road, Suite 209
Miami Beach, Florida 33140

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	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

GX Acquisition Corp. III, a Cayman Islands exempted company limited by shares (the “Company”), is pleased to accept the offer of GX Acquisition III Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,666,667 Class B Ordinary Shares US$0.0001 par value per share of the Company (the “Shares”), (the “Class B Ordinary Shares”), up to 1,000,000 of which are subject to complete or partial forfeiture by you to the extent the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ] [ ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between GX Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and GX Acquisition III Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,000,000 warrants (including in the event that the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to pu

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[   ], 2026

GX Acquisition Corp. III

777 Arthur Godfrey Road, Suite 209

Miami Beach, FL 33140

	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 GX Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each w

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SUBSCRIPTION AGREEMENT

IN

AGASSI SPORTS ENTERTAINMENT CORP.

A. Subscription. This Agreement has been executed by the individual or entity whose name is set forth under Section I of “Subscriber Information” below (the “Subscriber”), in connection with the Subscriber’s subscription to purchase that number of shares of restricted common stock, $0.001 par value per share (“Common Stock”) of Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”) as set forth in Section II of “Subscriber Information” below (the “Shares” or the “Securities”). This Subscription Agreement is referred to herein as the “Agreement” or the “Subscription”. The Company is selling Securities to multiple investors, as part of a “best efforts, no minimum” offering, defined herein as the “Offering”. The Offering is made in reliance upon an exemption from registration under the federal securities laws provided by. Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended. The purchase price

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of the date accepted by the Company, as set forth on the Company’s signature page below, by and among Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”), and the persons who have purchased the Shares (as defined below) and have executed omnibus or counterpart purchaser signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).

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WHEREAS, the Company and each of the Purchasers are parties to Subscription Agreements (the “Subscription Agreements”), pursuant to which the Purchasers, severally and not jointly, agreed to purchase the Shares; and

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Evmand Corporation

**LOAN AGREEMENT **

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1. THE PARTIES

THIS LOAN AGREEMENT (the “Agreement”), is made this December 29, 2025, by and among Poliandra Guimaraes Peres (hereinafter, known as “LENDER”) and Evmand Corporation, a Corporation organized under the laws of the State of Wyoming (hereinafter, known as “BORROWER”).

BORROWER and LENDER shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under this Loan Agreement, the entire document must be read as a whole.

2. LOAN AMOUNT

The Lender agrees to lend the Borrower the principal sum of Two Hundred Thousand Dollars ($200,000.00) (the “Borrowed Money”).

3. RELATED-PARTY TRANSACTION AND COMPLIANCE

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IT DEVELOPMENT AGREEMENT

This IT Development Agreement (the "Agreement") is made and entered into as of March 24, 2026 (the "Effective Date"), by and between:

Client: Evmand Corporation, 5015 Addison Circle #1186 Addison, TX 75001 United States;

Developer: Digital Forge Solutions LTD, 167-169 Great Portland Street, London, England, W1W 5PF, United Kingdom.

Collectively referred to as the "Parties".

1. Scope of Work

The Developer agrees to provide IT development services to the Client as described below. After completion of each phase, the Client shall have 3 business days to review and test deliverables. If no feedback is provided within this period, the deliverables will be deemed accepted.

Phase 1 – Website Development

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