Exhibit 10.1


 


NON-REDEMPTION
AGREEMENT


 


	SPAC	10X
        Capital Venture Acquisition Corp. III, a Cayman Island exempted company (“SPAC”).

     

	Sponsor	10X
                                Capital SPAC Sponsor III LLC

                                                                                 

	Investor	[   ]

                                                                                 

	Investor
    Agreements	Investor
                                            commits to own, prior to the date of the special meeting with respect to the SPAC’s
                                            shareholder vote in connection with the amendment of SPAC’s Amended and Restated Memorandum
                                            and Articles of Association to extend the date by which the SPAC must consummate an initial
                                            business combination by six months plus three additional one month periods at the option
                                            of the SPAC (the “Extension”), the lesser of (i) 400,000 SPAC Class A Shares
                                            and (ii) together with Investor’s affiliates, 9.99% of the total outstanding shares
                                            of the SPAC (the “Investor Shares”).

     

    Investor
    waives any right that it may have to elect to have SPAC redeem any Investor Shares and agrees not to redeem or otherwise exercise
    any right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor
    Shares in connection with the Extension.

     

    Investor
    agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will, from the execution
    of this Agreement until the business day following a successful shareholder vote with respect to the Extension, (a) engage in any
    hedging transactions or Short Sales (as defined below) with respect to securities of SPAC, (b) offer for sale, sell (including Short
    Sales), transfer (including by operation of law), place a lien on, pledge, convert, assign or otherwise dispose of (including by
    gift, merger, tendering into any tender offer or exchange offer or otherwise) or encumber (collectively, a “Transfer”),
    or enter into any contract, option, derivative, hedging or other agreement, arrangement, undertaking or understanding (including
    any profit-sharing arrangement) with respect to, or consent to, a direct or indirect Transfer of, any or all of the Investor Shares,
    or (c) take any action that would have the effect of preventing or materially delaying the performance of its obligations hereunder.
    For purposes of this agreement (this “Agreement”), “Short Sales” shall include, without limitation, (i) all
    “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (ii) all types of direct
    and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage or other similar financing
    arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis),
    and (iii) sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

     

    Investor
    agrees that it will and will cause its controlled affiliates to vote (or cause to be voted) or execute and deliver a written consent
    (or cause a written consent to be executed and delivered) all of SPAC Class A Shares and SPAC Class B Shares owned, as of the applicable
    record date, by any of them at any meeting of the shareholders of the SPAC in favor of the Extension and cause all such shares to
    be counted as present thereat for purposes of establishing a quorum.

     



 






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	Transferred
    Sponsor Shares	85,750
                                            fully paid, non-assessable SPAC Class B Shares plus 14,292 additional fully paid, non-assessable
                                            SPAC Class B Shares per month for the three one-month periods beyond six months to the extent
                                            the SPAC elects to extend for those periods; provided that if there are less than 400,000
                                            Investor Shares subject to this Agreement, the amount of SPAC Class B Shares will be reduced
                                            proportionally.

     

	Other
    Investors	The
                                    SPAC may enter into additional non-redemption agreements either prior to or following the execution
                                    of this Agreement with other parties, provided that if under terms of any such other agreement the
                                    investor thereunder receives a greater ratio of Transferred Sponsor Shares to Investor Shares than
                                    provided for in this Agreement, the amount of Transferred Sponsor Shares received by Investor shall
                                    be adjusted to match such greater ratio.

     

	SPAC
    and Sponsor Agreements	Subject
                                    to the compliance of the Investor with the agreements and representations herein and conditioned
                                    on the consummation of the Extension, the Sponsor agrees to issue to the Investor the Transferred
                                    Sponsor Shares on or promptly after the consummation of the SPAC’s business combination. The
                                    SPAC will not make any amendments to the terms of the Transferred Sponsor Shares stated in the IPO
                                    prospectus dated January 11, 2022. The Transferred Sponsor Shares will not be subject to any earn-out,
                                    cut-back, reduction, mandatory repurchase, redemption, forfeiture or transfer restriction not described
                                    here or in the IPO prospectus, without the Investor’s prior written consent.

     

	Investor
    Representations and Warranties:	Investor
                                    represents and warrants to SPAC and Sponsor the representations and warranties on Exhibit A hereto.

	 	 
	Termination
    Event	This
                                    Agreement and all of its provisions shall terminate and be of no further force or effect upon the
                                    earliest to occur of (a) the mutual written consent of the parties hereto; (b) the consummation of
                                    the Extension and the delivery of the Transferred Sponsor Shares to the Investor and (c) December
                                    1, 2023.

     

	Disclosure	SPAC
                                    shall promptly following the execution of this Agreement adequately disclose the material terms and
                                    conditions of the transaction contemplated by this Agreement. SPAC shall not name Investor in such
                                    disclosure unless required by applicable law or regulation.

     



 






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    Governing Law and Jurisdiction

     
	New York
	Trust Account Waiver	Investor acknowledges that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of the private placement (including interest accrued from time to time thereon) for the benefit of its public shareholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Investor or any of its related parties as a shareholder of SPAC to the extent related to or arising from any shares of the SPAC. 
	 	 
	Entire Agreement	This Agreement and the agreements referenced herein constitute the entire binding agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent that they relate in any way to the subject matter hereof.


 


 




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	[INVESTOR]	 	10X CAPITAL
    VENTURE ACQUISITION CORP. III
	 	 	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title: 	 	 	Title:
	 	 	 	 	 
	10X CAPITAL SPAC SPONSOR III LLC	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 


 




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EXHIBIT
A


 


(a) This
Agreement has been duly executed and delivered by the Investor and, assuming due authorization, execution and delivery by Sponsor and
SPAC, this Agreement constitutes a legally valid and binding obligation of the Investor, enforceable against the Investor in accordance
with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights
and general principles of equity affecting the availability of specific performance and other equitable remedies).


 


(b) The
execution and delivery of this Agreement by the Investor does not, and the performance by the Investor of its obligations hereunder will
not, (i) conflict with or result in a violation of the organizational documents of the Investor or (ii) require any consent or approval
that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other
action would prevent, enjoin or materially delay the performance by the Investor of its obligations under this Agreement.


 


(c) The
Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
“accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying
the applicable requirements set forth on Annex A, (ii) is acquiring any Transferred Sponsor Shares that may be issued to the Investor
pursuant to this Agreement only for its own account and not for the account of others, or if the Investor is acquiring any Transferred
Sponsor Shares that may be issued to the Investor pursuant to this Agreement as a fiduciary or agent for one or more investor accounts,
each owner of such account is a qualified institutional buyer or institutional accredited investor (as the case may be) and the Investor
has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations
and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring any Transferred Sponsor Shares that may
be issued to the Investor pursuant to this Agreement with a view to, or for offer or sale in connection with, any distribution thereof
in violation of the Securities Act (and shall provide the requested information on Annex A). The Investor is not an entity formed
for the specific purpose of acquiring any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement, unless
such newly formed entity is an entity in which all of the investors are institutional accredited investors, and is an “institutional
account” as defined by FINRA Rule 4512(c). The Investor is a sophisticated institutional investor, experienced in investing in
private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions
and investment strategies involving a security or securities. Accordingly, the Investor understands that the acquisition of any Transferred
Sponsor Shares that may be issued to the Investor pursuant to this Agreement meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A)
and (ii) the institutional customer exemption under FINRA Rule 2111(b).


 


(d) The
Investor understands that any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement are being offered
in a transaction not involving any public offering within the meaning of the Securities Act and that the Transferred Sponsor Shares have
not been registered under the Securities Act. The Investor understands that the Transferred Sponsor Shares may not be offered, resold,
transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act, except
pursuant to an applicable exemption from the registration requirements of the Securities Act, and in accordance with any applicable securities
laws of the applicable states and other jurisdictions of the United States, and that any certificates or book entry records representing
the Transferred Sponsor Shares shall contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Transferred
Sponsor Shares will be subject to these securities law transfer restrictions and, as a result of these transfer restrictions, the Investor
may not be able to readily resell the Transferred Sponsor Shares and may be required to bear the financial risk of an investment in the
Transferred Sponsor Shares for an indefinite period of time. The Investor understands that it has been advised to consult legal counsel
prior to making any offer, resale, pledge or transfer of any of the Transferred Sponsor Shares.


 






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(e) In
making its decision to invest in the Transferred Sponsor Shares, the Investor has relied solely upon independent investigation made by
the Investor and Sponsor’s and SPAC’s representations, warranties and covenants contained herein. The Investor has not relied
on any statements or other information provided by anyone other than SPAC concerning SPAC, the Transferred Sponsor Shares or the offer
of the Transferred Sponsor Shares. The Investor acknowledges and agrees that the Investor has received such information as the Investor
deems necessary in order to make an investment decision with respect to the Transferred Sponsor Shares and made its own assessment and
is satisfied concerning the relevant tax and other economic considerations relevant to the Investor’s investment in the Transferred
Sponsor Shares. The Investor represents and agrees that the Investor and the Investor’s professional advisor(s), if any, have had
the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and its professional advisor(s),
if any, have deemed necessary to make an investment decision with respect to the Transferred Sponsor Shares. Without limiting the generality
of the foregoing, the Investor acknowledges that it has had an opportunity to review the reports publicly filed with the Securities and
Exchange Commission.


 


(f) Investor
became aware of the offering of the Transferred Sponsor Shares solely by means of direct contact between the Investor, Sponsor, SPAC
or their representatives or affiliates. The Investor did not become aware of the offering of the Transferred Sponsor Shares, nor were
the Transferred Sponsor Shares offered to the Investor, by any other means. The Investor acknowledges that Transferred Sponsor Shares
(i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving
a public offering under the Securities Act or any state securities laws.


 


(g) Investor
acknowledges that it is aware that there are substantial risks incident to the ownership of the Transferred Sponsor Shares. The Investor
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Transferred Sponsor Shares, and the Investor has had an opportunity to seek, and has sought, such accounting, legal, business
and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor is not relying on any statements
or representations of Sponsor, SPAC or any of its agents for legal, tax or investment advice with respect to this Agreement or the transactions
contemplated by the Agreement. The Investor has fully considered the risks of an investment in the Transferred Sponsor Shares and determined
that the Transferred Sponsor Shares are a suitable investment for the Investor and that the Investor is able at this time and in the
foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Transferred Sponsor Shares. The
Investor acknowledges specifically that a possibility of total loss exists.


 


(h) The
Investor understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Transferred
Sponsor Shares or made any findings or determination as to the fairness of this investment.


 


(i) No
broker or finder has acted on behalf of the Investor in such a way as to create any liability on Sponsor or SPAC in connection with this
Agreement.


 


(j) The
Investor is not entering into the transactions contemplated by this Agreement to create actual or apparent trading activity in any security
of the SPAC (or any security convertible into or exchangeable for a security of the SPAC) or to raise or depress or otherwise manipulate
the price of any security of the SPAC (or any security convertible into or exchangeable for a security of the SPAC) or otherwise in violation
of the Exchange Act. The Investor has not entered into or altered, and agrees that the Investor will not enter into or alter, any corresponding
or hedging transaction or position with respect to any security of the SPAC.


 


 


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