Browse EX-10 agreements

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Sam Sidhu President & CEO

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BLEICHROEDER ACQUISITION CORP. III

1345 Avenue of the Americas, Fl 47
New York, NY 10105

July 6, 2026

Bleichroeder Acquisition Corp. III

1345 Avenue of the Americas, Fl 47

New York, NY 10105

Bleichroeder Sponsor 3 LLC

1345 Avenue of the Americas, Fl 47

New York, NY 10105

Bleichroeder LP

1345 Avenue of the Americas, Fl 47

New York, NY 10105

	Re:	Services and Indemnification Agreement

Ladies and Gentlemen:

This services and indemnification agreement (this “Agreement”) is being entered into by and among Bleichroeder Acquisition Corp. III (the “Company”), Bleichroeder Sponsor 3 LLC (the “Sponsor”) and Bleichroeder LP, an affiliate of the Sponsor and certain directors and executive officers of the Company (“Bleichroeder”), as of the date hereof, to confirm our agreement that:

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 6, 2026 by and between Bleichroeder 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. 333-296923) (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-fourth 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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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of July 6, 2026, by and between Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), and Clear Street LLC (“CS” and together with CCM, the “Subscribers” and each a “Subscriber”).

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July 6, 2026

Bleichroeder Acquisition Corp. III

1345 Avenue of the Americas, Fl 47

New York, NY 10105

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 Bleichroeder 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 34,500,000 of the Company’s units (including up to 4,500,000 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-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 6, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Bleichroeder Sponsor 3 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-fourth of one redeemable warrant (a “Warrant”) to purchase one Ordinary Share (a “Warrant Share”) 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 to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase a

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2026, is made and entered into by and among Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, CCM and 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”).

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RECITALS

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Certain information has been omitted from this exhibit because it is both not material and is the type that the Company treats as private or confidential. Omissions are marked as “[***]”.

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July 6, 2026

Via E-mail

INERGX Energy Optimisation Ltd

27 Old Gloucester Street,

London, England, WC1N 3AX

Dear Directors:

This letter of intent (this “Letter”) summarizes the principal terms of a proposal being considered by Nocera, Inc., a Nevada corporation (NASDAQ: NCRA) (the “Buyer” or “NCRA”), regarding its proposed acquisition of a non-controlling interest in INERGX Energy Optimisation Ltd, a company incorporated in England and Wales (company number 16189425) (the “Target” or “INERGX”). The Buyer’s proposed acquisition of Target is referred to as the “Transaction” and the Buyer and the Target are referred to collectively as the “Parties.”

	I.	Structure.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between East West Ave Acquisition Corp., a Cayman Islands corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295205) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s common stock Common Stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of an initial business combination (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 (capitalized term used herein and not otherwise defined shall have the meanings set forth in the Registration Statem

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [   ], 2026, is made and entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), East West Avenue LLC (“Sponsor A”), NFR Capital Limited (“Sponsor B”, together with Sponsor A, the “Sponsors”), and undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement is defined as a “Holder” and collectively the “Holders”).

RECITALS

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Exhibit 10.10

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [   ], 2026 (this “Agreement”), by and among East West Avenue LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”, collectively, the “Buyers”).

WHEREAS, the Seller is a sponsor of East West Ave Acquisition Corp., a Nevada corporation (the “Company”), a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Corporation and one or more businesses (a “Business Combination”);

WHEREAS, the Company is contemplating its initial public offering of 10,000,000 units, each consisting of one share of common stock, $0.0001 par value, and one right (the “IPO”);

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EAST WEST AVE ACQUISITION CORP.

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[  ], 2026

East West Avenue LLC

131 Continental Drive Suite 305

Newark, DE 19713

RE: Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 192,500 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:

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