Browse EX-10 agreements

INDEMNIFICATION AGREEMENT

 

by and between

 

CSQUARE, INC.

 

and

 

[•]

as Indemnitee

 

 

 

Dated as of [•], 2026 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE 1 DEFINITIONS

2

ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS

6

ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY

7

ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL

7

ARTICLE 5 INDEMNIFICATION FOR EXPENSES OF A WITNESS

8

ARTICLE 6 ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS

8

ARTICLE 7 CONTRIBUTION IN THE EVENT OF JOINT LIABILITY

8

ARTICLE 8 EXCLUSIONS

9

ARTICLE 9 ADVANCES OF EXPENSES; SELECTION OF LAW FIRM

10

ARTICLE 10 PROCEDURE FOR NOTIFICATION; DEFENSE OF CLAIM; SETTLEMENT

11

ARTICLE 11 PROCEDURE UPON APPLICATION FOR INDEMNIFICATION

12

ARTICLE 12 PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS

13

ARTICLE 13 REMEDIES OF INDEMNITEE

15

ARTICLE 14 SECURITY

16

…

Execution Version

 

SECOND AMENDMENT TO CREDIT AGREEMENT

 

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of February 28, 2025, is by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”), the Guarantors party hereto, Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

…

REGISTRATION RIGHTS AGREEMENT

 

among

 

CSQUARE, INC.

 

AND

 

THE HOLDERS PARTY HERETO

 

DATED [·], 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE I DEFINITIONS

1

Section 1.1

Definitions

1

 

 

 

ARTICLE II DEMAND AND SHELF REGISTRATION

5

Section 2.1

Right to Demand; Demand Notices

5

Section 2.2

Shelf Registration

6

Section 2.3

Deferral or Suspension of Registration

10

Section 2.4

Effective Registration Statement

10

Section 2.5

Selection of Underwriters; Cutback

11

Section 2.6

Lock-up

12

Section 2.7

Participation in Underwritten Offering; Information by Holder

13

Section 2.8

Registration Expenses

14

 

 

 

ARTICLE III PIGGYBACK REGISTRATION

14

Section 3.1

Notices

14

Section 3.2

Underwriter’s Cutback

15

Section 3.3

Company Control

17

Section 3.4

Selection of Underwriters

17

Section 3.5

Withdrawal of Registration

17

 

 

 

ARTICLE IV REGISTRATION PROCEDURES

17

Section 4.1

Registration Procedures

17

Section 4.2

Certain Rights

21

Section 4.3

Participating Holders

…

Exhibit 10.15 

 

UNSECURED NOTE

 

in the original principal amount of US$75,000,000.00

 

issued by

 

BIF III US AGGREGATOR (DELAWARE) LLC

 

in favour of

 

DAWN TOPCO L.P.

 

Issued effective as May 14, 2026

 

 

 

 

BIF III US AGGREGATOR (DELAWARE) LLC

 

UNSECURED NOTE

 

BIF III US Aggregator (Delaware) LLC (the “Borrower”) for value received hereby acknowledges itself indebted to and unconditionally promises to pay to or to the order of Dawn Topco L.P. (the “Lender”) on May 14, 2029 or such earlier or later date as all of the principal amount hereof may become due in accordance with the provisions hereof (such date being the “Maturity Date”), the aggregate principal sum of US$75,000,000.00 (the “Principal Amount”) in lawful money of the United States, and to pay interest on the principal amount of this Note outstanding from time to time at the rate and times and in the manner set forth herein.

 

ARTICLE 1

INTERPRETATION

 

1.1

Definitions

 

For the purposes of this Note:

…

Execution Version

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of April 17, 2024, is by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”) and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

…

Execution Version

 

THIRD AMENDMENT TO CREDIT AGREEMENT

 

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of December 22, 2025, is by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”), the Guarantors party hereto, Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

…

Execution Version

 

U.S. REVOLVING CREDIT AGREEMENT

 

dated as of January 12, 2024

 

among

 

PHOENIX DATA CENTER ACQUISITIONS LLC

as the Parent Borrower,

 

PHOENIX DATA CENTER INTERMEDIATE LLC

as Holdings,

 

The Several Lenders and Letter of Credit Issuers

from Time to Time Parties Hereto,

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Collateral Agent,

 

WELLS FARGO SECURITIES, LLC

TD SECURITIES (USA) LLC

as Joint Bookrunners and Lead Arrangers,

 

and

 

BMO CAPITAL MARKETS CORP.

THE BANK OF NOVA SCOTIA

as Joint Lead Arrangers

 

 

 

 

TABLE OF CONTENTS

 

Page

 

Section 1.

Definitions

2

 

1.1

Defined Terms

2

1.2

Other Interpretive Provisions

64

1.3

Accounting Terms

65

1.4

Rounding

65

1.5

References to Agreements, Laws, Etc.

65

1.6

Exchange Rates

66

1.7

Rates

66

1.8

Times of Day

66

1.9

Timing of Payment or Performance

66

1.10

Certifications

66

1.11

Compliance with Certain Sections

66

1.12

Pro Forma and Other Calculations

66

…

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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

February 2, 2026

 

$300,000

No. A-1

 

Osprey Acquisition Corp. III (the “Maker”) promises to pay to the order of Osprey Acquisition Sponsor III, LLC or its designee (collectively, the “Payee”) the principal sum of up to Three Hundred Thousand ($300,000) in lawful money of the United States of America, on the terms and conditions described below.

 

1.  Principal. The principal balance of this Note shall be repayable on earlier of (the “Maturity Date”) (a) the date on which Maker consummates its initial public offering (“IPO”) and (b) December 31, 2026.

 

2.  Interest. This Note shall bear no interest.

…

REGISTRATION RIGHTS AGREEMENT

 

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”).

 

RECITALS

 

WHEREAS, the Company has 10,254,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,305,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

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”).

 

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-[●]) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

…

[●], 2026

 

Osprey Acquisition Corp. III 1845 Walnut Street, Suite 1111Philadelphia, PA 19103

 

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 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

…

OSPREY ACQUISITION CORP. III

1845 Walnut Street, Suite 1111Philadelphia, PA 19103 

[●], 2026

 

Osprey Acquisition Sponsor III, LLC

1845 Walnut Street, Suite 1111Philadelphia, PA 19103

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

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 ear

…