Browse EX-10 agreements

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, by and among Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (to be renamed Inflection Point Mach X Bleichroeder, the “Company”), Ursa Major Technologies, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, the Company, the Target, and [●], a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), entered into a Business Combination Agreement, dated as of [●], 2026 (as it may be amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement,” and the transactions contemplated by the Business Combination Agreement, the “Business Combination”), pursuant to which, among other things, the Target will merge with and into Merger Sub, with the Target surviving the merger as a wholly owned subsidiary of the Company;

WHEREAS, in connection with the Business Combination, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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FORM OF

AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

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THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [●], a Delaware corporation (formerly known as Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company, prior to the Domestication (as defined herein)) (the “Company”), Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “PIPE Holders,” which shall include the holders of Series A Preferred Stock and Series A Investor Warrants issued in the Signing PIPE Investment, the holders receiving Pre-Funded Preferred Consideration or Pre-Funded Preferred Investor Warrant Consideration and each investor purchasing Common Stock or other Registrable Securities pursuant to a Subscription Agreement (the “PIPE Holders”), each of the undersigned parties listed on the signature page hereto under “Ursa Holders,” which shall include each Seller (as defined in the Business Combination Agreement) receiving Registrable Securities in connection with the Business Combination (the “Ursa Holders”) and each of the undersigned parties listed on the signature page hereto under “Other Holders” (the “Other Holders” and each such party, together with the Sponsor, the

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FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [●], a Delaware corporation (the “Company”) (formerly known as Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

WHEREAS, the Company is party to that certain Business Combination Agreement, dated as of August [24], 2026 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, [●], a Delaware corporation and Ursa Major Technologies, Inc., a Delaware corporation (“Legacy Ursa”), pursuant to which the Company and Legacy Ursa consummated a business combination (the “Business Combination”);

WHEREAS, following the consummation of the Business Combination, each Securityholder owns equity interests in the Company; and

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FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [●], a Delaware corporation (the “Company”) (formerly known as Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “Sponsor” and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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WHEREAS, the Company is party to that certain Business Combination Agreement, dated as of August [●], 2026 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, [●], a Delaware corporation and Ursa Major Technologies, Inc., a Delaware corporation (“Legacy Ursa”), pursuant to which the Company and Legacy Ursa consummated a business combination (the “Business Combination”);

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Execution Version

SELLER VOTING AND SUPPORT AGREEMENT

This SELLER VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of ___, 2026, by and among Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (the “Sellers”) and Ursa Major Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, as of the date hereof, the Sellers are the holders of such number and type of Company Securities as are indicated opposite each of their names on Schedule I attached hereto (collectively, the “Subject Securities”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Purchaser and the Company have entered into the Business Combination Agreement (as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), dated as of the date hereof, pursuant to which, among other transactions, the Purchaser and the Company intend to consummate a business combination; and

WHEREAS, as an inducement to the Purchaser and the Company to enter into the Business Combination Agreement and to consummate the Transactions, the parties hereto desire to agree to certain matters as set forth herein.

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Execution Version

SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Agreement”) is dated as of August __, 2026, by and among Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “Sponsor” or “Restricted Holder”), Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Ursa Major Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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WHEREAS, as of the date hereof, the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of (i) 11,500,000 Purchaser Class B Ordinary Shares (the “Founder Shares”) and (ii) 5,000,000 private placement warrants of the Purchaser (the “Private Placement Warrants” and, together with the Founder Shares, the “Subject Securities”);

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Haymaker Acquisition Corp V

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

[ ], 2026

Mistral Capital Management LLC

501 Madison Avenue, Floor 5

New York, NY 10022

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between Haymaker Acquisition Corp V (the “Company”) and Mistral Capital Management LLC (“Mistral”), 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 New York Stock Exchange (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”):

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Haymaker Acquisition Corp V

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

_____, 2026

Forest Crest Holdings LLC

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

Re: Advisory Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Haymaker Acquisition Corp V (the “Company”) and Forest Crest Holdings LLC (“FCH”), dated as of the date hereof, will confirm our agreement that, commencing on the closing date of the initial public offering of securities of the Company (the “Closing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

(i) FCH, an affiliate of the Company’s Chief Executive Officer and Chief Financial Officer, shall provide chief financial officer and principal accounting officer advisory services relating to the Company’s search for and consummation of an initial business combination. In exchange therefor, the Company shall pay FCH the sum of $40,000 per month on an accrual basis, commencing on the Closing Date, and will be entitled to be reimbursed for any out-of-pocket expenses, continuing monthly thereafter until the Termination Date on an accrual basis;

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HAYMAKER MEDICI ACQUISITION CORP.

324 Royal Palm Way, Suite 300-I

Palm Beach, Florida 33480

December 28, 2025

Haymaker Medici Sponsor, LLC

324 Royal Palm Way, Suite 300-I

Palm Beach, Florida 33480

RE: Securities Subscription Agreement

Ladies and Gentlemen:

Haymaker Medici Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Haymaker Medici Sponsor, LLC, a Delaware limited liability company (the “ Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares, par value US$0.0001 per share, of the Company (the “Shares”), up to 750,000 of which are subject to 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 Company’s Class B ordinary shares, US$0.0001 par value per share (the “Class****** B Ordinary Shares**”) and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class****** A Ordinary Shares**”). Pursuant to the Company’s memorandum and articles of association (as may be amended and restated from time to time, the “Articles”), the Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment, upon and subject to the terms and conditions set forth in the Articles. Unless the context otherwise requires, as used herein “Shares” shall be deemed to

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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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $400,000		Dated as of December 28, 2025
		New York, New York

Haymaker Medici Acquisition Corp., a Cayman Islands exempted company limited (the “Maker”), promises to pay to the order of Haymaker Medici Sponsor, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the principal sum of up to Four Hundred Thousand Dollars ($400,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between Haymaker Acquisition Corp. V, 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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