0001193125-26-398119 Sample Contracts
UNDERWRITING AGREEMENT between HAYMAKER ACQUISITION CORP V, CANTOR FITZGERALD & CO. and WILLIAM BLAIR & COMPANY, L.L.C. Dated: September 16, 2026Underwriting Agreement • September 22nd, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2026 • Haymaker Acquisition Corp V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 2026, is made and entered into by and among Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), Haymaker Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), a New York general partnership, William Blair & Company, L.L.C., a Delaware limited liability company (“William Blair”), and Roth Capital Partners, LLC, a California limited liability company (“Roth” and, together with Cantor and William Blair, the “Underwriter Holders”) (the Sponsor and the Underwriter Holders together with 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 • September 22nd, 2026 • Haymaker Acquisition Corp V • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 16, 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”).
Haymaker Acquisition Corp VAdvisory Services Agreement • September 22nd, 2026 • Haymaker Acquisition Corp V • Blank checks
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”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 22nd, 2026 • Haymaker Acquisition Corp V • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 16th day of September, 2026, by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), and William Blair & Company, L.L.C., a Delaware limited liability company (“William Blair”) and Roth Capital Partners, LLC, a California limited liability company (“Roth” and together with Cantor and William Blair, the “Subscribers” and each, a “Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 22nd, 2026 • Haymaker Acquisition Corp V • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 16, 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”).
Haymaker Acquisition Corp V Suite 350 West Palm Beach, FL 33401Administrative Services Agreement • September 22nd, 2026 • Haymaker Acquisition Corp V • Blank checks
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”):
September 16, 2026 Haymaker Acquisition Corp V Suite 350 West Palm Beach, FL 33401Underwriting Agreement • September 22nd, 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
WARRANT AGREEMENTWarrant Agreement • September 22nd, 2026 • Haymaker Acquisition Corp V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 16, 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”).