0001185185-26-004010 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2026 • Oceanhawk Acquisition II 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 II Corp., a Cayman Islands exempted company (the “Company”), Oceanhawk Acquisition II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), StoneX Financial Inc. (“StoneX”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and StoneX 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 II CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2026 • Oceanhawk Acquisition II Corp. • Blank checks • New York
The undersigned, Oceanhawk Acquisition II Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with StoneX Financial Inc. (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:
OCEANHAWK ACQUISITION II CORP.Securities Subscription Agreement • September 15th, 2026 • Oceanhawk Acquisition II Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 6, 2026, by and between Oceanhawk Acquisition II Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Oceanhawk Acquisition II Corp., a Cayman Islands exempted company (the “Company”). The Company’s and the Subscriber’s agreements regarding 5,749,999 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:
UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTUnderwriter Private Placement Units Purchase Agreement • September 15th, 2026 • Oceanhawk Acquisition II 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 II Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 440 Louisiana St., Suite 900, Houston, TX 77002, and StoneX Financial Inc., a Florida corporation (the “Subscriber”), having its principal place of business at 150 E. 58th Street, 17th Floor, New York, NY 10155.
OCEANHAWK ACQUISITION II CORP.Administrative Services and Indemnification Agreement • September 15th, 2026 • Oceanhawk Acquisition II Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Oceanhawk Acquisition II Corp. (the “Company”) and Oceanhawk Acquisition II 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”):
INDEMNITY AGREEMENTIndemnity Agreement • September 15th, 2026 • Oceanhawk Acquisition II Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Oceanhawk Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and [●] (the “Indemnitee”).
Oceanhawk Acquisition II Corp. 515 Madison Avenue, 8th Floor New York, NY 10022 United States of AmericaUnderwriting Agreement • September 15th, 2026 • Oceanhawk Acquisition II 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 II Corp., a Cayman Islands exempted company (the “Company”), and StoneX Financial Inc. (“StoneX”), 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-tenth 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 “Commi
RIGHTS AGREEMENTRights Agreement • September 15th, 2026 • Oceanhawk Acquisition II Corp. • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”) dated [●], 2026, between Oceanhawk Acquisition II 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.
SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTSponsor Private Placement Units Purchase Agreement • September 15th, 2026 • Oceanhawk Acquisition II 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 II Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 440 Louisiana St., Suite 900, Houston, TX 77002, and Oceanhawk Acquisition II Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 440 Louisiana St., Suite 900, Houston, TX 77002.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 15th, 2026 • Oceanhawk Acquisition II Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Oceanhawk Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation (the “Trustee”).