Osprey Acquisition Corp. III Sample Contracts
Osprey Acquisition Sponsor III, LLC February 2, 2026Securities Subscription Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of Osprey Acquisition Sponsor III, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 10,279,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,305,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) 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, US$0.0001 par value per share (the “Class A Ordinary Shares”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding suc
UNDERWRITING AGREEMENT between OSPREY ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: [ ● ], 2026Underwriting Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
The undersigned, Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other 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 Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Osprey Acquisition Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and 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”).
WARRANT AGREEMENTWarrant Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [---], 2026, is by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT between OSPREY ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: June 30, 2026Underwriting Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
The undersigned, Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other 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 Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Osprey Acquisition Corp. III 1845 Walnut Street, Suite 1111Philadelphia, PA 19103Underwriting Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 30,015,000 of the Company’s units (including up to 3,915,000 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-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 30, 2026 by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2026, is made and entered into by and among Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Osprey Acquisition Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and 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”).
June 30, 2026 Osprey Acquisition Corp. III 1845 Walnut Street, Suite 1111 Philadelphia, PA 19103Underwriting Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 30,015,000 of the Company’s units (including up to 3,915,000 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-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement
WARRANT AGREEMENTWarrant Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 30, 2026, is by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 30, 2026, by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Osprey Acquisition Sponsor III, LLC, a Delaware limited liability company (the “Purchaser”).
OSPREY ACQUISITION CORP. IIIAdministrative Services Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks
This letter agreement by and between Osprey Acquisition Corp. III (the “Company”) and Osprey Acquisition Sponsor III, 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 Global 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”):
OSPREY ACQUISITION CORP. IIIAdministrative Services Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks
OSPREY ACQUISITION CORP. IIIAdministrative Services Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks
This letter agreement dated as of the date hereof by and between Osprey Acquisition Corp. III (the “Company”) and Hepco Capital Management, LLC (“Hepco”), an affiliate of the Company’s sponsor, Osprey Acquisition Sponsor III, LLC (the “Sponsor”), and certain of the Company’s officers and directors, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global 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”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2026, by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of June, 2026, by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
OSPREY ACQUISITION CORP. IIIAdministrative Services Agreement • June 15th, 2026 • Osprey Acquisition Corp. III • Blank checks
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 7th, 2026 • Osprey Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 30, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Osprey Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Osprey Acquisition Sponsor III, LLC, a Delaware limited liability company (the “Purchaser”).