0001193125-26-389409 Sample Contracts
UNDERWRITING AGREEMENT between HAYMAKER ACQUISITION CORP V, CANTOR FITZGERALD & CO. and WILLIAM BLAIR & COMPANY, L.L.C. Dated: [*], 2026Underwriting Agreement • September 11th, 2026 • Haymaker Acquisition Corp V • Blank checks • New York
The undersigned, Haymaker Acquisition Corp V (formerly known as Haymaker Medici Acquisition Corp.), a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor”) and William Blair & Company, L.L.C. (“William Blair” and together with Cantor, the “Representatives”) 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 Cantor and William Blair are listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor and William Blair) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 11th, 2026 • Haymaker Acquisition Corp V • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • September 11th, 2026 • Haymaker Acquisition Corp V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2026, is by and between Haymaker Acquisition Corp V, 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”).
Haymaker Acquisition Corp V Suite 350 West Palm Beach, FL 33401Underwriting Agreement • September 11th, 2026 • Haymaker Acquisition Corp V • 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 Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. and William Blair & Company, L.L.C., 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 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 11th, 2026 • Haymaker Acquisition Corp V • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and Haymaker Sponsor V LLC, a Delaware limited liability company (the “Purchaser”).