Oceanhawk Acquisition Corp. Sample Contracts
OCEANHAWK ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
The undersigned, Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with The Benchmark Company, LLC (the “Representative”) and with the underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only the Representative is listed on Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), Oceanhawk Acquisition I Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), The Benchmark Company, LLC (the “Benchmark”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and Benchmark and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 20, 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Michael Maggard (the “Indemnitee”).
OCEANHAWK ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
The undersigned, Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with The Benchmark Company, LLC (the “Representative”) and with the underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only the Representative is listed on Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), Oceanhawk Acquisition I Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), The Benchmark Company, LLC (the “Benchmark”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and Benchmark and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
OCEANHAWK ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
The undersigned, Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with The Benchmark Company, LLC (the “Representative”) and with the underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only the Representative is listed on Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 20, 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jonathan Nickell (the “Indemnitee”).
Oceanhawk Acquisition Corp. 515 Madison Avenue, 8th Floor New York, New York 10022 United States of AmericaUnderwriting Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”) and The Benchmark Company, LLC (“Benchmark”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (“Units”) (including up to 3,000,000 Units that may be purchased 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-seventh of one whole right to receive one Ordinary Share upon the consummation of an initial business combination (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the
UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTUnderwriter Private Placement Units Purchase Agreement • May 19th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
This UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of [●], 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 515 Madison Avenue, 8th Floor, New York, New York 10022, and The Benchmark Company, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 150 E. 58th Street, 17th Floor, New York, NY 10155.
Oceanhawk Acquisition Corp. 515 Madison Avenue, 8th Floor New York, New York 10022 United States of AmericaUnderwriting Agreement • May 19th, 2026 • Oceanhawk Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”) and The Benchmark Company, LLC (“Benchmark”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (“Units”) (including up to 2,250,000 Units that may be purchased 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 right to receive one-fourth of one Ordinary Share upon the consummation of an initial business combination (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “
SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTSponsor Private Placement Units Purchase Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
This SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of May 20, 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 515 Madison Avenue, 8th Floor, New York, New York 10022, and Oceanhawk Acquisition I Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 515 Madison Avenue, 8th Floor, New York, New York 10022.
Oceanhawk Acquisition Corp. 515 Madison Avenue, 8th Floor New York, NY 10022 United States of AmericaUnderwriting Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), and The Benchmark Company, LLC (“Benchmark”), relating to an underwritten initial public offering (the “Public Offering”), of up to 18,400,000 of the Company’s units (“Units”) (including up to 2,400,000 Units that may be purchased 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 right to receive one-fourth of one Ordinary Share upon the consummation of an initial business combination (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the
SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTSponsor Private Placement Units Purchase Agreement • May 19th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
This SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of [●], 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 515 Madison Avenue, 8th Floor, New York, New York 10022, and Oceanhawk Acquisition I Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 515 Madison Avenue, 8th Floor, New York, New York 10022.
UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTUnderwriter Private Placement Units Purchase Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
This UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of May 20, 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 515 Madison Avenue, 8th Floor, New York, New York 10022, and The Benchmark Company, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 150 E. 58th Street, 17th Floor, New York, NY 10155.
OCEANHAWK ACQUISITION CORP.Securities Subscription Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 10, 2025, by and between Oceanhawk Acquisition I Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”). The Company’s and the Subscriber’s agreements regarding 5,750,000 Class B ordinary shares, $0.0001 par value per share, up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”) (the “Shares”), are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 20, 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation (the “Trustee”).
SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTSponsor Private Placement Units Purchase Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
This SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of [●], 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 515 Madison Avenue, 8th Floor, New York, New York 10022, and Oceanhawk Acquisition I Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 515 Madison Avenue, 8th Floor, New York, New York 10022.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 19th, 2026 • Oceanhawk Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation (the “Trustee”).
UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTUnderwriter Private Placement Units Purchase Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
This UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of [●], 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 515 Madison Avenue, 8th Floor, New York, New York 10022, and The Benchmark Company, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 150 E. 58th Street, 17th Floor, New York, NY 10155.
OCEANHAWK ACQUISITION CORP.Administrative Services and Indemnification Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Oceanhawk Acquisition Corp. (the “Company”) and Oceanhawk Acquisition I Sponsor, LLC (the “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 (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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
OCEANHAWK ACQUISITION CORP.Administrative Services and Indemnification Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Oceanhawk Acquisition Corp. (the “Company”) and Oceanhawk Acquisition I Sponsor, LLC (the “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 (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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
RIGHTS AGREEMENTRights Agency Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”) dated May 20, 2026, between Oceanhawk Acquisition Corp. (the “Company”), a blank check company, a Cayman Islands exempted company, and Odyssey Transfer & Trust Company, a trust company incorporated under the laws of Minnesota (the “Rights Agent” or “Odyssey”), as rights agent.
RIGHTS AGREEMENTRights Agency Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”) dated [●], 2026, between Oceanhawk Acquisition Corp. (the “Company”), a blank check company, a Cayman Islands exempted company, and Odyssey Transfer & Trust Company, a trust company incorporated under the laws of Minnesota (the “Rights Agent” or “Odyssey”), as rights agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2026, is made and entered into by and among Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), Oceanhawk Acquisition I Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), The Benchmark Company, LLC (the “Benchmark”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and Benchmark and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification Agreement • March 23rd, 2026 • Oceanhawk Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (the “Indemnitee”).
RIGHTS AGREEMENTRights Agreement • May 19th, 2026 • Oceanhawk Acquisition Corp. • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”) dated [●], 2026, between Oceanhawk Acquisition Corp. (the “Company”), a blank check company, a Cayman Islands exempted company, and Odyssey Transfer & Trust Company, a trust company incorporated under the laws of Minnesota (the “Rights Agent” or “Odyssey”), as rights agent.