UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION III CORP. and CANTOR FITZGERALD & CO. Dated: October 21, 2021 M3-BRIGADE ACQUISITION III CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
The undersigned, M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (the “Representative”) 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 Cantor Fitzgerald is listed on such Schedule A, any references to the Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
WARRANT AGREEMENTWarrant Agreement • May 11th, 2021 • M3-Brigade Acquisition III Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
M3-Brigade Acquisition III Corp. 19th Floor New York, NY 10019M3-Brigade Acquisition III Corp. • May 11th, 2021 • Delaware
We are pleased to accept the offer M3 Sponsor III LP, a Delaware limited partnership (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,500,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of M3-Briagde Acquisition III Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and William Gallagher (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Steven Vincent (“Indemnitee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 2021, is made and entered into by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • November 2nd, 2022 • M3-Brigade Acquisition III Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 1, 2022, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Alan J. Carr (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 11th, 2021 • M3-Brigade Acquisition III Corp. • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ____________, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 21, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Purchaser”).
PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
October 21, 2021Letter Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, 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 that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and...M3-Brigade Acquisition III Corp. • May 11th, 2021 • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of October 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 13th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ____________, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Sponsor”) and Cantor Fitzgerald & Co., the representative of the underwriters (the “Representative”, and, together with the Sponsor, the “Purchasers” and, each, a “Purchaser”).
FORM OF PRIVATE WARRANT AGREEMENTForm of Private Warrant Agreement • October 13th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF PUBLIC WARRANT AGREEMENTForm of Public Warrant Agreement • October 13th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of October 21, 2021, by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 5th, 2023 • M3-Brigade Acquisition III Corp. • Blank checks
This Amendment No. 3 to the Business Combination Agreement (this “Amendment”) is entered into as of September 5, 2023, by and among M3-Brigade Acquisition III Corp., a Delaware corporation, Greenfire Resources Ltd., an Alberta corporation (“PubCo”), DE Greenfire Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo, 2476276 Alberta ULC, an Alberta unlimited liability corporation and a direct, wholly owned subsidiary of PubCo, and Greenfire Resources Inc., an Alberta corporation. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2022 • M3-Brigade Acquisition III Corp. • Blank checks • Delaware
INDENTURE, dated as of [●], 2023, by and among Greenfire Resources Ltd., a corporation formed under, and governed by, the laws of the Province of Alberta, Canada, as issuer (the “Issuer,” as more fully set forth in Section 1.01), the Guarantors from time to time party hereto, The Bank of New York Mellon, as trustee (the “Trustee”), and BNY Trust Company of Canada, as Canadian co-trustee (the “Canadian Co-Trustee” and together with the Trustee, the “Trustees,” in each case as more fully set forth in Section 1.01).
BUSINESS COMBINATION AGREEMENT by and among M3-BRIGADE ACQUISITION III CORP., GREENFIRE RESOURCES LTD., DE GREENFIRE MERGER SUB INC., 2476276 Alberta ULC and GREENFIRE RESOURCES INC. dated as of December 14, 2022Business Combination Agreement • December 20th, 2022 • M3-Brigade Acquisition III Corp. • Blank checks • Alberta
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 14, 2022, is made by and among M3-Brigade Acquisition III Corp., a Delaware corporation (“SPAC”), Greenfire Resources Ltd., an Alberta corporation (“PubCo”), DE Greenfire Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (“Merger Sub” ), 2476276 Alberta ULC, an Alberta unlimited liability corporation and a direct, wholly owned subsidiary of PubCo (“Canadian Merger Sub” and, together with PubCo and Merger Sub, each an “Acquisition Entity” and, together, the “Acquisition Entities”) and Greenfire Resources Inc., an Alberta corporation (the “Company”). SPAC, PubCo, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • December 20th, 2022 • M3-Brigade Acquisition III Corp. • Blank checks • Alberta
This Shareholder Support Agreement (this “Agreement”) is dated as of December 14, 2022, by and among M3-Brigade Acquisition III Corp., a Delaware corporation (“SPAC”), Greenfire Resources Ltd., an Alberta corporation (“PubCo”), DE Greenfire Merger Sub Inc., a Delaware corporation (“Merger Sub” and, together with PubCo, the “Acquisition Entities”), 2476276 Alberta ULC, an Alberta unlimited liability corporation (“Canadian Merger Sub”), the Persons set forth on Schedule I hereto (each, a “Company Supporting Shareholder” and, collectively, the “Company Supporting Shareholders”), and Greenfire Resources Inc., an Alberta 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).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 22nd, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ____________, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Sponsor”) and Cantor Fitzgerald & Co., the representative of the underwriters (the “Representative”, and, together with the Sponsor, the “Purchasers” and, each, a “Purchaser”).
SPONSOR AGREEMENTSponsor Agreement • December 20th, 2022 • M3-Brigade Acquisition III Corp. • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”) is dated as of December 14, 2022, by and among M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Sponsor”), M3-Brigade Acquisition III Corp., a Delaware corporation (“MBSC”), Greenfire Resources Ltd., an Alberta corporation (“PubCo”) and Greenfire Resources Inc., an Alberta 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).
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • September 5th, 2023 • M3-Brigade Acquisition III Corp. • Blank checks
This Amendment No. 1 to the Subscription Agreement (this “Amendment”) is entered into as of September 5, 2023, by and among Greenfire Resources Ltd., an Alberta corporation, M3-Brigade Acquisition Corp. III, a Delaware corporation, and the undersigned. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement.
INVESTOR SUPPORT AGREEMENTInvestor Support Agreement • December 20th, 2022 • M3-Brigade Acquisition III Corp. • Blank checks
INVESTOR SUPPORT AGREEMENT, dated as of December 14, 2022 (this “Agreement”), by and between M3-Brigade Acquisition III Corp., a Delaware corporation (“MBSC”), and the warrantholder of MBSC whose name appears on the signature page of this Agreement (the “Investor”).
AMENDMENT NO. 1 TO PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • September 21st, 2023 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made as of September 20, 2023, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
November 1, 2022Letter Agreement • November 2nd, 2022 • M3-Brigade Acquisition III Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defi
