Browse EX-10 agreements

Osprey Acquisition Sponsor III, LLC

1845 Walnut Street, Suite 1111, Philadelphia, PA 19103

 

February 2, 2026

 

 

Osprey Acquisition Corp. III 1845 Walnut Street, Suite 1111

Philadelphia, PA 19103

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

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 shar

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

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”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (a “Common Share”), and one-third of one redeemable warrant. The Purchaser has agreed to purchase an aggregate of 486,000 units (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Common Share and one-third of one redeemable warrant to purchase one Common Share (“Placement Warrant”), for an aggregate purchase price of $4,

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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 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”):

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

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”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 261,000 units (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Unit” and, collectively, the “Placement Units”) of the Company, each Placement Unit comprised of one Class A ordinary share of the Company par value $0.0001 per share (“Common Shares”), and one-third of one redeemable warrant to purchase one Common Share (“Placement Warrant”), for an aggregate purchase price of $2,610,000, or $10.00 per Placement Unit. The Common Shares underlying the Placement Warrants are hereinafter referred to as the “Warrant Shares.” The Common Shares underlying the Placement Units (exclu

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FORM OF INDEMNITY AGREEMENT

 

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”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

 

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;

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between SAMOS ENERGY ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

 

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers 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;

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SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Samos Energy Acquisition Sponsor, LP, a Delaware limited partnership (the “Sponsor”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit (the “Units”) consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”) as set forth in the Company’s registration statement on Form S-1 (File No. [●]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $

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Execution Version

 

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

 

Not to Exceed $300,000

March 4, 2026

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit (the “Units”) consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”) as set forth in the Company’s registration statement on Form S-1 (File No. [●]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share. The Subscriber has agreed to purchase 2,0

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SAMOS ENERGY ACQUISITION CORPORATION

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

[●], 2026

 

Samos Energy Acquisition Corporation

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

 

Re:

Administrative Support Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Samos Energy Acquisition Corporation (the “Company”) and [____] (“Service Entity”), an affiliate of our sponsor, Samos Energy Acquisition Sponsor, LP (“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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “*

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[●], 2026

 

Samos Energy Acquisition Corporation

535 Fifth Avenue, 4th Floor, Suite 1051

New York, New York 10017

 

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 Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 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-half 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

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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 Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Samos Energy Acquisition Sponsor, LP, a Delaware limited partnership (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’s initial shareholders own an aggregate of 5,750,000 of the Company’s Class B ordinary shares (up to 750,000 of which are subject to forfeiture depending on the extent of underwriter’s exercise of the over-allotment option), par value $0.0001 per share (the “Founder Shares”);

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