Browse EX-10 agreements

ALBATROSS ACQUISITION CORPORATION

 

[  ] 2026

 

Albatross Peak Limited

1185 Avenue of the Americas, Suite 304

New York, NY 10036

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

This agreement (the “Agreement”) is entered into on April 30, 2026, by and between Albatross Peak Limited, a British Virgin Islands limited liability company (the “Subscriber” or “you”), and Albatross Acquisition Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,933,500 ordinary shares, $0.0001 par value per share, up to 643,500 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”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements regarding such Shar

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Investment Management Trust Agreement

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [       ], 2026 by and between Albatross Acquisition Corporation, 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, No. 333-[ ] (the “Registration Statement”), for its initial public offering of Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”); and

 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Polaris Advisory Partners LLC, (the “Representative”) acting as the representative of the underwriters in the Offering; and

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among Albatross Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Albatross Peak Limited, a British Virgin Island (“BVI”) business company (the “Sponsor”)(the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

 

RECITALS

 

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 4,933,500 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

…

Administrative Services Agreement

 

This Administrative Service Agreement (the “Agreement”) dated April 30, 2026, is between Albatross Peak Limited, herein referred to as “Service Provider” and AlbatrossAcquisition Corporation, herein referred to as “Customer”.

 

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

 

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

 

Scope of Work

 

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

…

SHARE ESCROW AGREEMENT

 

SHARE ESCROW AGREEMENT, dated as of [ ], 2026 (the “Agreement”), by and among ALBATROSS ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), ALBATROSS PEAK LIMITED (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).

 

WHEREAS, the Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities.

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [     ], 2026, by and between Albatross Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and [       ] (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

…

[     ], 2026

 

Albatross Acquisition Corporation

1185 Avenue of the Americas, Suite 304

New York, NY 10036

 

Polaris Advisory Partners

a division of Kingswood Capital Partners LLC

5900 Balcones Drive, Suite 100

Austin, TX 78731

 

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 between Albatross Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SPAC Advisory Partners, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), one redeemable warrant and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business

…

[   ], 2026

 

Albatross Acquisition Corp.

1185 Avenue of the Americas, Suite 304

New York, NY 10036

 

Ladies and Gentlemen:

 

Albatross Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”), one redeemable warrant, and one right (“Right(s)”) entitling the holder thereof to receive 1/4th of one Ordinary Share upon the completion of an initial Business Combination.

…

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: $300,000

Dated as of April 30, 2026

…

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: Up to $300,000

Dated as of April 28, 2026

New York, New York

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MARKET TECHNOLOGY ACQUISITION CORP

April 28, 2026

 

To: Market Technology Acquisition Sponsor LLC

 

RE: Securities Subscription Agreement

 

Ladies and Gentlemen:

 

This agreement (the “Agreement”) is between Market Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Market Technology Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,666,667 Class B Ordinary Shares, $0.0001 par value per share of the Company (the “Shares”), up to 1,000,000 of which are subject to surrender and cancellation by you to the extent the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

 

1. Purchase of Securities.

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STOCKHOLDERS AGREEMENT

 

by and among

 

CSQUARE, INC.

 

and

 

THE OTHER PARTIES HERETO

 

 

 

Dated as of [___], 2026

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

Article I INTRODUCTORY MATTERS

1

Section 1.1

Defined Terms

1

Section 1.2

Construction

4

 

 

 

Article II BOARD OF DIRECTORS

5

Section 2.1

Election of Directors

5

 

 

 

Article III INFORMATION

6

Section 3.1

Books and Records; Access

6

Section 3.2

Sharing of Information

7

Section 3.3

Confidential Information

7

 

 

 

Article IV OTHER RIGHTS

9

Section 4.1

Consent to Certain Actions

9

 

 

 

Article V GENERAL PROVISIONS

10

Section 5.1

Termination

10

Section 5.2

Notices

10

Section 5.3

Amendment; Waiver

11

Section 5.4

Further Assurances

12

Section 5.5

Assignment

12

Section 5.6

Third Parties

12

Section 5.7

Governing Law

12

Section 5.8

Jurisdiction; Waiver of Jury Trial

12

Section 5.9

Specific Performance

12

Section 5.10

Entire Agreement

13

Section 5.11

Severability

13

Section 5.12

…