0001193125-26-312808 Sample Contracts
PUBLIC WARRANT AGREEMENT between B&R TECHNOLOGY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 20, 2026Warrant Agreement • July 23rd, 2026 • B&R Technology Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 20, 2026, is by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 23rd, 2026 • B&R Technology Merger Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of July 20, 2026, by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 23rd, 2026 • B&R Technology Merger Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this July 20, 2026, by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2300 West Sahara Avenue Las Vegas, NV 89102, and B&R Technology Sponsor LLC (Cayman) (the “Purchaser”).
B&R Technology Merger Corp.Administrative Services and Indemnification Agreement • July 23rd, 2026 • B&R Technology Merger Corp. • Blank checks
This letter agreement by and between B&R Technology Merger Corp. (the “Company”), B&R Technology Sponsor LLC (Cayman) (the “Sponsor”), Authentic Holdings, LLC, a member of the Sponsor (“Authentic”), and Jess Enterprises, Inc., a Delaware corporation (the “Services Provider”), an affiliate of 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 Stock Market LLC (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 (“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”):
PRIVATE WARRANT AGREEMENT between B&R TECHNOLOGY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 20, 2026Private Warrant Agreement • July 23rd, 2026 • B&R Technology Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 20, 2026, is by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2026 • B&R Technology Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2026 is made and entered into by and among B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), B&R Technology Sponsor LLC (Cayman), a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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 • July 23rd, 2026 • B&R Technology Merger Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 20, 2026 by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
July 20, 2026 B&R Technology Merger Corp. Las Vegas, NV 89102 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 23rd, 2026 • B&R Technology Merger 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 between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 37,375,000 of the Company’s units (including up to 4,875,000 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-third 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-1 (File No. 333-297256)
32,500,000 Units B&R Technology Merger Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2026 • B&R Technology Merger Corp. • Blank checks • New York
B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you, the underwriter (the “Underwriter”), 32,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to 4,875,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.