Berto Acquisition Corp. Sample Contracts
INDEMNITY AGREEMENTIndemnification Agreement • March 21st, 2025 • Berto Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between BERTO ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 21st, 2025 • Berto Acquisition Corp. • Blank checks
Berto Acquisition Corp. Las Vegas, Nevada 89144Securities Subscription Agreement • April 18th, 2025 • Berto Acquisition Corp. • Blank checks • New York
Berto Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”) is pleased to accept the offer made by Equity Trust Company Custodian FBO Robert H You IRA (the “Subscriber” or “you”) to subscribe for and purchase 2,012,500 ordinary shares of the Company, of US$0.0001 par value per share (the “Shares”), up to 262,500 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each expected to be comprised of one ordinary share and one-half of one redeemable warrant to purchase one ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 1st, 2025 • Berto Acquisition Corp. • Blank checks
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 1st, 2025 • Berto Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 29, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Berto Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • May 1st, 2025 • Berto Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 29, 2025, is by and between Berto Acquisition Corp., 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 18th, 2025 • Berto Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Berto Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENT between BERTO ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC, andUnderwriting Agreement • May 1st, 2025 • Berto Acquisition Corp. • Blank checks • New York
The undersigned, Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and Needham & Company, LLC (“Needham” and together with CCM, the “Representatives” and each, a “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 21st, 2025 • Berto Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●] 2025, by and among Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) 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 “Subscribers” or, each underwriter individually, an “Underwriter” or “Subscriber,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters or Subscribers shall refer exclusively to the Representative).
Berto Acquisition Corp. Las Vegas, Nevada 89144Securities Subscription Agreement • April 18th, 2025 • Berto Acquisition Corp. • Blank checks • New York
Berto Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”) is pleased to accept the offer made by Equity Trust Company Custodian FBO Harry Lee You IRA (the “Subscriber” or “you”) to subscribe for and purchase 2,300,000 ordinary shares of the Company, of US$0.0001 par value per share (the “Shares”), up to 300,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each expected to be comprised of one ordinary share and one-half of one redeemable warrant to purchase one ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2025 • Berto Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2025, is made and entered into by and among Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), Berto Acquisition Sponsor LLC, a Cayman limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Needham & Company, LLC (“Needham”), the representatives (the “Representatives”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2025 • Berto Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), Berto Acquisition Sponsor LLC, a Cayman limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, (the “Representative”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 1st, 2025 • Berto Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 29, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Needham & Company, LLC (“Needham” and together with CCM, the “Purchasers” and each, a “Purchaser”).
LETTER AGREEMENTLetter Agreement • May 1st, 2025 • Berto Acquisition Corp. • 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 Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Needham & Company, LLC, as representatives (the “Representatives”) 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 that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $10.50 per whole Warrant within the first 12 months following the closing of a
BERTO ACQUISITION CORP. Las Vegas, NV 89144Administrative Services and Indemnification Agreement • May 1st, 2025 • Berto Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Berto Acquisition Corp. (the “Company”) and Berto Acquisition Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date (the “Listing Date”) the securities of the Company are first listed on the Nasdaq Global Market (the “Offering”), 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 (the “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”):
OMNIBUS JOINDER TO LETTER AGREEMENT AND REGISTRATION RIGHTS AGREEMENT June 13, 2025Omnibus Joinder to Letter Agreement and Registration Rights Agreement • June 16th, 2025 • Berto Acquisition Corp. • Blank checks
Reference is made to that certain Letter Agreement, dated as of April 29, 2025 (the “Letter Agreement”), by and among Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), Berto Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Meteora Capital LLC (“Meteora”), Harry L. You, Robert H. You and the directors of the Company (the “Directors”) and that certain Registration Rights Agreement, dated as of April 29, 2025 (the “Registration Rights Agreement”), by and among the Company, the Sponsor, Harry L. You, Robert H. You, Meteora, Cohen & Company, a division of J.V.B. Financial Group and Needham & Company, LLC. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
Berto Acquisition Corp. Las Vegas, NV 89144 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 15th, 2025 • Berto Acquisition Corp. • 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 Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Needham & Company, LLC, as representatives (the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $10.50 per whole Warrant within the first 12 months following the closing of a
Berto Acquisition Corp. Las Vegas, Nevada 89144Securities Subscription Agreement • March 21st, 2025 • Berto Acquisition Corp. • Blank checks • New York
Berto Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”) is pleased to accept the offer made by Berto Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”) to subscribe for and purchase 2,575,000 ordinary shares of the Company, of US$0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each expected to be comprised of one ordinary share and one-half of one redeemable warrant to purchase one ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Subject: CFO Services AgreementCfo Services Agreement • June 16th, 2025 • Berto Acquisition Corp. • Blank checks • New York
THIS CFO SERVICES AGREEMENT (this “Agreement”) is entered into as of June 13, 2025 (the “Effective Date”) by and among Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Meteora Capital, LLC, a Delaware limited liability company and its affiliates (“Meteora”).