0001641172-25-014782 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2025 • Blue Water Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2025, is made and entered into by and among Blue Water Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Blue Water Acquisition III LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) (each party, together with the Sponsor, the Representative and 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2025 • Blue Water Acquisition Corp. III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 9, 2025 by and between Blue Water Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • June 12th, 2025 • Blue Water Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 9, 2025, is by and between Blue Water 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”).
INDEMNITY AGREEMENTIndemnification Agreement • June 12th, 2025 • Blue Water Acquisition Corp. III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 9, 2025, by and between Blue Water Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
June 9, 2025 Blue Water Acquisition Corp. III Greenwich, CT 06830Underwriting Agreement • June 12th, 2025 • Blue Water 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 Blue Water Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and BTIG, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 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 Public Offering pursuant to the registration statements on Form S
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 12th, 2025 • Blue Water Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 9, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Blue Water Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Blue Water Acquisition III LLC, a Delaware limited liability company (the “Purchaser”).
Underwriting Agreement between Blue Water Acquisition Corp. III and BTIG, LLC Dated June 9, 2025 (the “Agreement”)Underwriting Agreement • June 12th, 2025 • Blue Water Acquisition Corp. III • Blank checks • New York
The undersigned, Blue Water Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” 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 BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 12th, 2025 • Blue Water Acquisition Corp. III • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 9th day of June, 2025, by and between Blue Water Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“BTIG” or the “Subscriber”).
Blue Water Acquisition Corp. IIIAdministrative Services Agreement • June 12th, 2025 • Blue Water Acquisition Corp. III • Blank checks
This letter agreement by and between Blue Water Acquisition Corp. III (the “Company”) and Blue Water Acquisition III LLC, our sponsor, (the “Services Provider” or “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 “Termination Date”):