M3-Brigade Acquisition V Corp.

EX-99.1 · PRESS RELEASE DATED JUNE 12, 2026

EX-99.1
 10
 ea029455601ex99-1.htm
 PRESS RELEASE DATED JUNE 12, 2026

 Exhibit 99.1

 M3-Brigade Acquisition V Corp. Announces Cancellation
of Extraordinary General Meeting of Shareholders to Approve Business Combination

 NEW YORK, June 12, 2026 /PR Newswire/ – M3-Brigade Acquisition
V Corp. (Nasdaq: MBAV) (the “ Company ”), a special purpose acquisition company, today announced that it has cancelled
its extraordinary general meeting of shareholders (the “ Meeting ”) to consider and vote on the previously announced
proposed business combination (the “ Business Combination ”) between the Company and ReserveOne, Inc., a Delaware corporation
(“ ReserveOne ”).

 The Meeting, which was originally scheduled to be held on June 15,
2026, at 11:00 a.m. Eastern Time, and which was later postponed to June 18, 2026 at 12:00 p.m. Eastern Time, has been cancelled by the
Company’s board of directors and will not occur. The Company has cancelled the meeting due to its entry into a Mutual Termination
Agreement (the “ Termination Agreement ”) between the Company and ReserveOne, Inc., (“ ReserveOne ”)
pursuant to which the parties agreed to mutually terminate the Business Combination Agreement, dated as of July 7, 2025 (the “ BCA ”)
by and among (i) the Company, (ii) ReserveOne, (iii) ReserveOne Holdings, Inc., a wholly owned subsidiary of ReserveOne (“ Pubco ”),
(iv) R1 SPAC Merger Sub, Inc., a wholly owned subsidiary of Pubco, and (v) R1 Company Merger Sub, Inc., a wholly owned subsidiary of Pubco,
pursuant to Section 7.1(a) of the BCA (other than certain customary limited provisions that survive the termination pursuant to the terms
of the BCA), effective June 12, 2026.

 Since the announcement of the proposed merger
between ReserveOne and the Company in July 2025, market conditions impacting the digital asset sector have changed significantly. Following
careful consideration of current market dynamics and feedback from investors and other stakeholders, ReserveOne, Inc. and the Company
have mutually agreed to terminate the BCA.

 In connection with the termination of the Business Combination and
the BCA, the Company is entering into various agreements described below in order provide the Company with additional time to identify
and complete a business combination as well as funding for working capital and payment of certain liabilities.

 Mutual Termination Agreement

 On June 12, 2026, the Company and ReserveOne entered into the Termination
Agreement, pursuant to which the parties agreed to mutually terminate the BCA, pursuant to Section 7.1(a) of the BCA (other than certain
customary limited provisions that survive the termination pursuant to the terms of the BCA) effective June 12, 2026. By virtue of the
termination of the BCA, each of the Equity PIPE Subscription Agreements, the Convertible Notes Subscription Agreements and the Sponsor
Support Agreement (each as defined in the BCA) (the Equity PIPE Subscription Agreements and the Convertible Notes Subscription Agreements,
together the “ Subscription Agreements ”) terminated in accordance with their respective terms.

 Securities Purchase Agreement

 On June 12, 2026, the Company entered into Securities Purchase Agreements
(collectively, the “ Securities Purchase Agreements ”) with MI7 Sponsor, LLC, a Delaware limited liability company and
the sponsor of the Company (the “ Sponsor ”), ReserveOne, Pubco and certain investors (collectively, the “ Investors ”)
named therein. Pursuant to the Securities Purchase Agreements, upon the effectiveness of the Amendments (as defined below), among other
things, the Sponsor has agreed to sell, and the Investors have agreed to purchase up to an aggregate of 4,279,279 Class A ordinary
shares, par value $0.0001 per share, of the Company (the “ Class A Shares ,”) issuable upon the conversion of the
Sponsor’s Class B ordinary shares, par value $0.0001 (the “ Class B Shares ”), which pursuant to the Securities
Purchase Agreements, the Sponsor has agreed to convert to Class A Shares and which the parties have agreed to continue to treat as “Founder
Shares” as described in the Securities Purchase Agreements. The Investors will purchase these Class A Shares for a price per share
equal to $3.33 (such purchased shares, the “ Transferred Shares ”) resulting in aggregate gross proceeds to the Sponsor
of $14,250,000. Each of the Investors has deposited an amount equal to the purchase price for the Transferred Shares it agreed to purchase
into an escrow account with funds to be released upon the closing of the transactions contemplated by the Securities Purchase Agreements
(the “ Transaction ”).

  

 Contemporaneously with the
execution of the Securities Purchase Agreements:

 ● the
Company and ReserveOne entered into the Termination Agreement;

 ● the Company and the Investors entered into Joinder Agreements (the
“ Transferred Shares Registration Rights Joinders ”) to that certain Registration Rights Agreement, dated as of July
31, 2024, by and among the Company, the Sponsor and Cantor Fitzgerald & Co. (the “ Registration Rights Agreement ”),
pursuant to which, among other things, (i) the Transferred Shares will be “Registrable Securities” as such term is defined
in the Registration Rights Agreement; and (ii) upon the transfer of the Transferred Shares to the Investors, each Investor will join in,
and agree to become a party to and be bound by and subject to, certain provisions of the Registration Rights Agreement with respect to
the Transferred Shares; and

 ● the
Company, the Sponsor and the Investors entered into Joinder Agreements (the “ Transferred Shares Letter Agreement Joinders ”)
to that certain Letter Agreement, dated as of July 31, 2024 (the “ Letter Agreement ”), pursuant to which, among other
things, upon the transfer of the Transferred Shares to the Investors, each Investor will join in, and agree to become a party to and
be bound by and subject to, the provisions set forth in Sections 1, 2, 6, 7, 11, and 13 through 20 of the Letter Agreement applicable
to the Sponsor as such terms relate to the transfer of the Transferred Shares.

 The closing of the Transaction shall take place upon the effective
date of certain contemplated amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Articles ”)
(as discussed below), subject to the closing conditions, that (i) the Termination Agreement continues to be in full force and effect and
has not been rescinded, withdrawn, or otherwise become ineffective, and (ii) the termination of the Subscription Agreements continues
to be in full force and effect and has not been rescinded, withdrawn, or otherwise become ineffective.

 The Securities Purchase Agreements contain mutual
releases by the Company, the Sponsor, ReserveOne and Pubco, on the one hand, and the Investors, on the other hand, for all claims known
and unknown, arising out of or in connection with (i) the Subscription Agreements, (ii) the BCA, and (iii) the termination of any of the
foregoing. If the transactions contemplated by the Securities Purchase Agreements have not closed on or before August 2, 2026, the Investors
may terminate their respective Securities Purchase Agreements and receive a return of their funds held in escrow, in accordance with the
terms of the Securities Purchase Agreements.

 Contemporaneously with the execution and delivery of the Securities
Purchase Agreements, ReserveOne, Pubco and the Company requested the Securities and Exchange Commission’s (the “ SEC ”)
consent to withdraw the Registration Statement on Form S-4 (Registration No. 333-279951) declared effective by the SEC on May 13, 2026.

 A portion of the net proceeds from the sale of the Transferred Shares
is expected to be used by the Sponsor to make one or more loans to the Company up to an aggregate of $4,000,000 for purposes of paying
“ Covered Expenses ” (as defined in the Securities Purchase Agreements), which consist of accrued expenses of the Company
that are due and payable by the Company as of the closing of the Transaction.

 Shareholder Meeting

 The Company intends, as promptly as practicable after the execution
of the Securities Purchase Agreements, to prepare and file with the SEC a proxy statement for the purpose of soliciting proxies from the
Company’s shareholders to approve, at an extraordinary general meeting of the Company’s shareholders (the “ Shareholder
Meeting ”), amendments to its Articles, to, among other things: (i) extend the date by which the Company must consummate an initial
business combination by 12 months (from August 2, 2026 to August 2, 2027); (ii) permit the Company, following the effective date of the
amendments after all redemptions pursuant to the exercise of redemption rights arising in connection with the amendments have been settled,
to withdraw up to an aggregate amount of interest earned on the funds held in the Company’s trust account in an amount equal to
$0.10 for each Class A Share issued in the Company’s initial public offering that is not redeemed and remains outstanding immediately
following the effective date of the amendments, of which (a) $1,000,000 will be used to fund working capital and pay certain ordinary
course expenses of the Company and (b) any amounts in excess of such $1,000,000 will be used to pay Covered Expenses; (iii) change the
Company’s legal name to Velos Acquisition I Corp.; (iv) remove Article 49.12 (the fairness opinion requirement) from the Articles
in its entirety; and (v) such other modifications to the Articles as may be necessary to give effect to amendments (i) – (iv) (such
amendments to the Articles, the “ Amendments ” and such proposals to be presented at the Shareholder Meeting, the “ Amendment
Proposals ”).

 2

 Voting and Non-Redemption Agreements

 On June 12, 2026, the Company, the Sponsor, ReserveOne and Pubco entered
into Voting Support and Non-Redemption Agreements (the “ Voting and Non-Redemption Agreements ”) with certain investors
(such investors entering the Voting and Non-Redemption Agreements, collectively, the “ Voting and Non-Redemption Shareholders ”)
pursuant to which the Voting and Non-Redemption Shareholders have agreed not to redeem up to an aggregate of 16,000,000 Class A Shares
in connection with the Shareholder Meeting. Pursuant to the Voting and Non-Redemption Agreements, the Voting and Non-Redemption Shareholders
have agreed to vote in favor of the Amendment Proposals. The Voting and Non-Redemption Agreements provide that the Sponsor will transfer
up to an aggregate of approximately 8,000,000 private placement warrants (the “ Private Placement Warrants ”) held by
the Sponsor to the Voting and Non-Redemption Shareholders in consideration for the Voting and Non-Redemption Shareholders’ agreement
to hold and not redeem their Class A Shares in connection with the Shareholder Meeting.

 Contemporaneously with the
execution of the Voting and Non-Redemption Agreements:

 ● the
Company and ReserveOne entered into the Termination Agreement;

 ● the Company and the Voting and Non-Redemption Shareholders entered
into Joinder Agreements (the “ Private Placement Registration Rights Joinders ”) to the Registration Rights Agreement,
pursuant to which, among other things, (i) the transferred Private Placement Warrants will be “Registrable Securities” as
such term is defined in the Registration Rights Agreement; and (ii) upon the transfer of the Private Placement Warrants to the Voting
and Non-Redemption Shareholders, each Voting and Non-Redemption Shareholder will join in, and agree to become a party to and be bound
by and subject to, certain provisions of the Registration Rights Agreement with respect to the Private Placement Warrants; and

 ● the Company, the Sponsor and the Voting and Non-Redemption Shareholders
entered into Joinder Agreements (the “ Private Placement Letter Agreement Joinders ”) to the Letter Agreement, pursuant
to which, among other things, upon the transfer of the Private Placement Warrants to the Voting and Non-Redemption Shareholders, each
Voting and Non-Redemption Shareholder will join in, and agree to become a party to and be bound by and subject to, the provisions set
forth in Section 7 of the Letter Agreement applicable to the Sponsor as such terms relate to the transfer of the Private Placement Warrants.

 The Voting and Non-Redemption Agreements contain mutual releases by
the Company, the Sponsor, ReserveOne and Pubco, on the one hand, and the Voting and Non-Redemption Shareholders, on the other hand, for
all claims known and unknown, arising out of or in connection with the Equity PIPE Subscription Agreements and/or the Convertible Notes
Subscription Agreements.

 Voting Agreements

 On June 12, 2026, the Company, the Sponsor, ReserveOne and Pubco entered
into Voting Support Agreements (the “ Voting Agreements ”) with certain unaffiliated third parties (collectively,
the “ Voting Shareholders ”) pursuant to which the Voting Shareholders agreed to vote in favor of the Amendment Proposals.

 About M3-Brigade Acquisition V Corp.

 M3-Brigade Acquisition V Corp. (NASDAQ: MBAVU,
MBAV, MBAVW) is a special purpose acquisition company formed to identify and partner with companies undergoing transformational growth,
with a focus on innovative platforms in the digital, energy, and infrastructure sectors. It is sponsored by MI7 Sponsor, LLC, an affiliate
of CC Capital, which also owns ReserveOne.

 3

 Cautionary Statement Regarding Forward-Looking
Statements

 Certain statements herein and the documents incorporated
herein by reference may constitute “forward-looking statements”, which statements involve inherent risks and uncertainties.

 Examples of forward-looking statements include, but are not limited
to, statements with respect to the termination of the BCA; the ability of the Company to enter into an alternative business combination
transaction; expectations concerning the Securities Purchase Agreements, the Transferred Shares Registration Rights Joinders, the Transferred
Shares Letter Agreement Joinders, the Voting and Non-Redemption Agreements, the Private Placement Registration Rights Joinders, the Private
Placement Letter Agreement Joinders and the Voting Agreements (the “ Alternative Agreements ”) and the transactions and
activities contemplated thereunder; plans and expectations related to the Shareholder Meeting; the approval by the Company’s shareholders
of the Amendment Proposals, and the Amendments; and the Company’s, ReserveOne’s and Pubco’s expectations, intentions,
strategies, assumptions or beliefs about future events, results at operations or performance or that do not solely relate to historical
or current facts.

 These forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “potential,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are based on assumptions as of the time they are made and are subject
to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence,
which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements.
Such risks, uncertainties and assumptions, include, but are not limited to: (i) the failure by the parties to satisfy the conditions to
the consummation of the Alternative Agreements; (ii) the risk that the Amendment Proposals are not approved by the Company’s shareholders;
(iii) the risk that the Company may not be able to complete an alternative business combination transaction in a timely manner, or at
all; (iv) risks related to the Company’s anticipated business plans and strategies to implement an alternative business combination;
(v) the outcome of any potential legal proceedings that may be instituted against the Company; (vi) the failure of the Company to maintain
the listing of its securities on any stock exchange on which its securities trade; (vii) costs related to the Alternative Agreements or
an alternative business combination; (viii) changes in business, market, financial, political and regulatory conditions, including as
a result of wars, political violence, global pandemics, trade and monetary policies, or other macroeconomic events; (ix) being considered
to be a “shell company” by any stock exchange or by the SEC; and (x) those risk factors discussed in documents of the Company
filed, or to be filed, with the SEC.

 The foregoing list of risk factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and other documents filed
or to be filed by the Company from time to time with the SEC. These filings do or will identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
There may be additional risks that neither the Company, ReserveOne or Pubco presently know or currently believe are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements.

 Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as otherwise required by
applicable law, none of the parties or any of their representatives assumes any obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise. None of the parties or any of their representatives
gives any assurance that any of the Company, ReserveOne or Pubco will achieve its expectations. The inclusion of any statement in this
press release does not constitute an admission by ReserveOne, Pubco, the Company or any other person that the events or circumstances
described in such statement are material.

 4

 Contacts

 M3-Brigade Acquisition V Corp.

 c/o M3 Partners, LP

 1700 Broadway

 19th Floor

 New York, NY 10019

 T: 212-202-2200

 www.m3-brigade.com

 Investor Relations:

 Sodali & Co.

 333 Ludlow Street, 5 th Floor

 Stamford, CT 06902

 Attn: M&A and Activism Advisory Group

 Toll Free Telephone: (800) 662-5200

 Main Telephone: (203) 658-9400

 Email: MBAV@info.sodali.com

 Media Contact:

 Kate Thompson / Erik Carlson / Alexander Wolfsohn

 Joele Frank, Wilkinson Brimmer Katcher

 +1 (212) 355-4449

 CC-Capital-JF@joelefrank.com

 Eric Andrus / Andrew Frank

 KARV

 +1 (212) 333 0275

 Email: CC-Capital@KARV.global

  

 5

EX-10.1 · MUTUAL TERMINATION AGREEMENT, DATED AS OF JUNE 12, 2026, BY AND BETWEEN THE COMP

EX-10.1
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 ea029455601ex10-1.htm
 MUTUAL TERMINATION AGREEMENT, DATED AS OF JUNE 12, 2026, BY AND BETWEEN THE COMPANY AND RESERVEONE

 Exhibit 10.1

 MUTUAL TERMINATION AGREEMENT

 This MUTUAL TERMINATION AGREEMENT
(this “ Agreement ”) is made and entered into as of June 12, 2026 (the “ Effective Date ”),
by and among M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated with limited liability (“ M3 ”),
and ReserveOne, Inc., a Delaware corporation (the “ Company ”). Capitalized terms used herein but not defined
herein shall have the meanings ascribed to such terms in the BCA (as defined below).

 WHEREAS , (i) M3, (ii)
the Company, (iii) ReserveOne Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, (iv) R1 SPAC Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco, and (v) R1 Company Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Pubco have entered into that certain Business Combination Agreement, dated as of July 7, 2025 (the “ BCA ”);

 WHEREAS , Section 7.1(a)
of the BCA provides that the BCA may be terminated by the mutual written consent of M3 and the Company; and

 WHEREAS , the Boards
of Directors of M3 and the Company have determined that it is in the best interests of their respective companies and their respective
shareholders to terminate the BCA in accordance with the terms hereof.

 NOW, THEREFORE , in
consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound
hereby, the parties agree as follows:

 1. M3
and the Company hereby mutually agree to irrevocably terminate the BCA, effective as of the Effective Date, such agreement constituting
the requisite mutual agreement and written consent required to terminate the BCA pursuant to Section 7.1(a) of the BCA and otherwise as
may be required pursuant to applicable law.

 2. M3
and the Company mutually agree that the BCA shall forthwith become void (and there shall be no Liability or obligation on the part of
the Parties and their respective Non-Party Affiliates) with the exception of (a) Section 5.3(a) , Section 7.2 , Article
8 and Article 1 (to the extent related to the foregoing), and (b) the Confidentiality Agreement, which shall survive
such termination and remain valid and binding obligations of the parties thereto in accordance with their respective terms.

 3. Each
party hereby represents and warrants to the other party that (a) such party has full corporate power and authority to execute and deliver
this Agreement, (b) the execution and delivery of this Agreement, the termination of the BCA and consummation of the other transactions
contemplated hereby have been duly and validly approved by the board of directors of such party, (c) no other corporate proceedings
on the part of such party are necessary to approve this Agreement or the termination of the BCA or the transactions contemplated thereby,
and (d) this Agreement has been duly executed and delivered by such party, and assuming due authorization, execution and delivery of this
Agreement by the other party, this Agreement is a valid and legally binding obligation, enforceable in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
affecting the enforcement of rights of creditors or by general principles of equity.

 4. Neither
this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party (whether by operation of law or
otherwise) without the prior written consent of the other party (which may be withheld by such other party in its sole discretion). Any
purported assignment in contravention hereof shall be null and void. This Agreement (including the documents and instruments referred
to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right
to rely upon the representations and warranties set forth herein, provided that, the parties acknowledge that the termination of the BCA
will result in the termination of the Equity PIPE Subscription Agreements and the Convertible Notes Subscription Agreements.

  

 5. Subject
to Section 4 above, this Agreement will be binding upon, inure to the benefit of and be enforceable by M3, the Company and their respective
successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any
Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties
set forth herein, provided that the parties acknowledge that the termination of the BCA will result in the termination of the Equity PIPE
Subscription Agreements and the Convertible Notes Subscription Agreements.

 6. This
Agreement and the Confidentiality Agreement contain the entire agreement between M3 and the Company with respect to the matters referenced
herein and, except as specifically set forth herein, supersedes all prior arrangements or understandings with respect thereto.

 7. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to the conflict of
law principles thereof.

 8. This
Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts together shall constitute
one and the same agreement. This Agreement may be executed by electronic transmission signature and such signature shall constitute an
original for all purposes.

 [Signature page follows]

  

 IN WITNESS WHEREOF , the parties hereto have
caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

 M3-BRIGADE ACQUISITION V CORP .

 By:
 /s/ Robert Rivas Collins

 Name:
 Robert Rivas Collins

 Title:
 Chief Executive Officer

 [Signature Page to Mutual Termination Agreement]

  

 RESERVEONE, INC.

 By:
 /s/ Jaime Leverton

 Name:
 Jaime Leverton

 Title:
 Chief Executive Officer

 [Signature Page to Mutual Termination Agreement]

EX-10.2 · FORM OF SECURITIES PURCHASE AGREEMENT, DATED OF JUNE 12, 2026, BY AND AMONG THE

EX-10.2
 3
 ea029455601ex10-2.htm
 FORM OF SECURITIES PURCHASE AGREEMENT, DATED OF JUNE 12, 2026, BY AND AMONG THE COMPANY, RESERVEONE, THE SPONSOR, PUBCO AND THE INVESTORS

 Exhibit
10.2

 SECURITIES
PURCHASE AGREEMENT

 THIS
SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 12, 2026, is made and entered into by and among
the undersigned investor (“ Buyer ”), MI7 Sponsor, LLC, a Delaware limited liability company (“ Seller ”),
ReserveOne, Inc., a Delaware corporation (“ ReserveOne ”), ReserveOne Holdings, Inc., a Delaware corporation (“ R-1
Holdings ”), and M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “ SPAC ”).

 Unless
otherwise stated herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the prospectus relating
to the registration statement on Form S-1 of M3-Brigade Acquisition V Corp. first filed with the U.S. Securities and Exchange Commission
(the “ SEC ”) on June 5, 2024 (Registration No. 333-279951), as amended and as declared effective on July 31, 2024,
and as may be supplemented or post-effectively amended from time to time (the “ Registration Statement ”).

 RECITALS

 WHEREAS ,
the SPAC was incorporated on March 12, 2024, and consummated an initial public offering of its units on August 2, 2024, generating gross
proceeds of $287,500,000 (the “ IPO ”);

 WHEREAS ,
the Class A ordinary shares, par value $0.0001 per share, of the SPAC (“ Class A Shares ”), and associated
warrants to purchase Class A Shares (“ Listed Warrants ”), and units of the SPAC are listed on The Nasdaq Stock
Market LLC (“ Nasdaq ”) under the trading symbols “MBAV”, “MBAVW” and “MBAVU”, respectively;

 WHEREAS ,
Seller is the sponsor of the SPAC, and as of the date hereof, owns 7,187,500 Class B ordinary shares, par value $0.0001 per share,
of the SPAC (“ Class B Shares ”);

 WHEREAS ,
Seller, as of the date hereof, holds 8,337,500 warrants to purchase 8,337,500 Class A Shares at a purchase price of $11.50 per share
(the “ Private Placement Warrants ”);

 WHEREAS ,
the SPAC, ReserveOne, R-1 Holdings and certain other parties entered into a business combination agreement dated July 7, 2025 (the “ Business
Combination Agreement ”);

 WHEREAS ,
the SPAC and Cantor Fitzgerald & Co., as representative of the underwriters thereto, are parties to that certain Underwriting Agreement,
dated as of July 31, 2024 (the “ Underwriting Agreement ”);

 WHEREAS ,
the SPAC and Continental Stock Transfer & Trust Co., as trustee (the “ Trustee ”), are parties to that certain Investment
Management Trust Agreement, dated as of July 31, 2024 (the “ Trust Agreement ”);

 WHEREAS ,
the SPAC intends to make certain amendments to its Amended and Restated Memorandum and Articles of Association (the “ Articles ”),
including to (i) change the SPAC name to Velos Acquisition I Corp.; (ii) delete the fairness opinion requirement pursuant to Section
49.12 of the Articles; (iii) extend the date by which the SPAC must consummate an initial business combination by 12 months (to August
2, 2027); (iv) permit withdrawals of a certain amount of interest from the SPAC’s trust account (the “ Trust Account ”)
as set forth in such amendments to the Articles; and (v) such other modifications to the Articles as may be necessary to give effect
to amendments (i) – (iv) (such amendments to the Articles, the “ Amendments ”);

 WHEREAS ,
Seller, the SPAC, ReserveOne, and R-1 Holdings are entering into voting support and non-redemption agreements with certain SPAC shareholders,
pursuant to which, among other things, such SPAC shareholders will agree to (i) vote all Class A Shares owned by such individual
SPAC shareholder in favor of the Amendments, (ii) not exercise any right to redeem their Class A Shares in connection with
the Amendments, and (iii) reverse and revoke any prior redemption elections made with respect to their Class A Shares in connection
with the Amendments (collectively, the “ Voting Support and Non-Redemption Agreements ”);

 WHEREAS ,
Seller wishes to sell, assign, transfer, convey and deliver, and Buyer wishes to purchase from Seller, the number of Class A Shares
issuable upon conversion of Seller’s Class B Shares set forth on Schedule A hereto (the “ Transferred
Shares ”), subject to the terms and conditions set forth herein;

 WHEREAS ,
Seller, the SPAC, ReserveOne and R-1 Holdings are entering into similar agreements with certain other investors (the “ Other
Agreements ”); and

 WHEREAS ,
in connection with this Agreement, certain of the parties hereto are, as of even date herewith, entering into the following additional
agreements (the “ Additional Agreements ”):

 ● Mutual
 Termination Agreement, by and between the SPAC and ReserveOne (the “ BCA Termination
 Agreement ”);

 ● Joinder
 Agreement by and between the SPAC and Buyer (the “ Registration Rights Joinder ”)
 in connection with that certain Registration Rights Agreement, dated as of July 31, 2024,
 by and among the SPAC, the Seller (as assignee of M3-Brigade Sponsor V LLC) and Cantor Fitzgerald
 & Co. (the “ Registration Rights Agreement ”);

 ● Joinder
 Agreement, by and between the SPAC and Buyer (the “ Letter Agreement Joinder ”)
 in connection with certain provisions of that certain Letter Agreement, dated as of July
 31, 2024, by and among the SPAC, the Seller, and the other parties thereto (the “ Letter
 Agreement ”); and

 ● Stock
 Power and Assignment, by and among Buyer, the Seller, and the SPAC (the “ Assignment
 Agreement ”).

 2

 NOW,
THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound by the terms hereof,
agree as follows:

 Article
I.

 PURCHASE
AND SALE

 Section
1.01 Purchase and Sale . Subject to the terms and conditions set forth herein, Seller shall sell to
Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the Transferred Shares for the
consideration specified in Section 1.02. The Transferred Shares shall be free and clear of any mortgage, pledge, lien, charge, security
interest, claim, or other encumbrance (“ Encumbrance ”), other than any encumbrances
that may exist as a result of applicable securities laws, the Letter Agreement, the Registration Rights Agreement, the Underwriting Agreement,
and the Articles and other governing documents of the SPAC, as amended by the Amendments (collectively, the “ Permitted Encumbrances ”).

 Section
1.02 Purchase Price. The purchase price for the Transferred Shares is set forth on Schedule A
hereto (the “ Purchase Price ”). Concurrently with the execution and delivery of this
Agreement, Buyer shall pay the Purchase Price in cash by wire transfer of immediately available funds into an escrow account (the “ Escrow
Account ”) to be held in escrow by an entity that offers commercial escrow services, pursuant
to an Escrow Agreement which shall include the terms and conditions set forth in Exhibit I hereto (the “ Escrow
Agreement ”).

 Section
1.03 Termination of Business Combination Agreement . Upon (i) the exchange of executed signature pages
of (a) this Agreement, (b) each of the Registration Rights Joinder and the Letter Agreement Joinder (collectively, the “ Joinder
Agreements ”) and (c) the Assignment Agreement, by the relevant parties hereto; and (ii) the funding
of the Escrow Account, Seller shall deliver to Buyer a copy of the BCA Termination Agreement. Such BCA Termination Agreement shall be
unconditional and irrevocable, and shall not be rescinded, withdrawn, or otherwise become ineffective regardless of whether the Amendments
become effective, whether the Closing (as defined herein) occurs, or whether the funds in the Escrow Account are released to Buyer pursuant
to the Escrow Agreement. In addition, the parties acknowledge and agree that (A) to the extent applicable, if the parties are a party
to any Subscription Agreements entered into as of July 7, 2025, in connection with the Business Combination Agreement, by and among ReserveOne,
R-1 Holdings, the SPAC and the parties thereto (the “ Subscription Agreements ”),
such Subscription Agreements automatically terminate pursuant to the terms of the Subscription Agreements upon termination of the Business
Combination Agreement in accordance with the terms of the Business Combination Agreement, and (B) the BCA Termination Agreement is intended
to, and shall, constitute a termination of the Business Combination Agreement in accordance with the terms of the Business Combination
Agreement for purposes of the termination sections of the Subscription Agreements. For the avoidance of doubt and as a separate and independent
matter, as of the date hereof, the Subscription Agreements are hereby expressly terminated in their entirety and shall be of no further
force or effect, with no further liability or obligation of any party thereunder, except for any provisions thereof that by their terms
survive termination of the Subscription Agreements.

 3

 Section
1.04 Closing. The closing of the transactions contemplated by this Agreement (the “ Closing ”)
shall take place upon the effective date of the Amendments, subject to satisfaction of the other conditions set forth herein (the “ Closing
Date ”). At the Closing:

 (a)
the Purchase Price shall be paid from the Escrow Account in cash by wire transfer in immediately available funds to an account or accounts
designated by Seller; and

 (b)
the SPAC shall deliver a corresponding irrevocable instruction to the SPAC’s transfer agent or registered office (as the case may
be), to update its records accordingly, and, if requested or required by such transfer agent or registered office (as the case may be),
the SPAC will cause its counsel to issue an opinion to such transfer agent that the sale of the Transferred Shares may be made without
registration under the Securities Act of 1933, as amended (the “ Securities Act ”).

 The
consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. E.T. on the Closing Date. If the
Closing has not occurred on or before August 2, 2026 (the “ Outside Date ”), this Agreement may be terminated by Buyer
by written notice to Seller, in which event the funds held in the Escrow Account shall be promptly returned to Buyer in accordance with
the Escrow Agreement, but in no event more than two (2) business days; provided , however, that the BCA Termination Agreement,
the termination of the Subscription Agreements pursuant to Section 1.03 , and the mutual releases set forth in Article IV
shall survive any such termination of this Agreement and remain in full force and effect.

 Section
1.05 Buyer’s Acknowledgment. Buyer acknowledges that, upon the effectiveness of the Amendments,
Seller will cause all Class B Shares to be converted to Class A Shares and such Class A Shares will continue to be treated
as Founder Shares for all purposes, including, without limitation, under the SPAC’s organizational documents, the Letter Agreement,
and the Registration Rights Agreement.

 Section
1.06 Buyer’s Closing Conditions . The obligations of Buyer hereunder in connection with the Closing
are subject to the satisfaction (or Buyer’s waiver of one or more at the Buyer’s sole discretion) of the following conditions:

 (a)
effectiveness of the Amendments;

 (b)
the BCA Termination Agreement shall continue to be in full force and effect and shall not have been rescinded, withdrawn, or otherwise
become ineffective; and

 (c)
the termination of the Subscription Agreements shall continue to be in full force and effect and shall not have been rescinded, withdrawn,
or otherwise become ineffective.

 Section
1.07 Seller’s Closing Conditions. The respective obligations of Seller hereunder in connection
with the Closing are subject to the satisfaction (or Seller’s waiver of one or more) of the following conditions:

 (a)
effectiveness of the Amendments; and

 (b)
payment of the Purchase Price from the Escrow Account in cash by wire transfer in immediately available funds to an account or accounts
designated by Seller.

 Section
1.08 Adjustments. If, between the date hereof and the Closing, the outstanding Class A Shares or Class
B Shares of the SPAC are changed into a different number or kind of shares or securities by reason of any stock split, reverse stock
split, recapitalization, reclassification, combination, exchange of shares, or other similar transaction, the number of Transferred Shares
to be delivered at Closing and the Purchase Price per share shall each be appropriately and proportionately adjusted to give Buyer and
Seller the same economic effect as contemplated by this Agreement immediately prior to such transaction.

 4

 Article
II.

 REPRESENTATIONS
AND WARRANTIES OF SELLER

 Seller
and the SPAC hereby represent and warrant to Buyer that each of the representations and warranties contained in this Article II
is true, correct, and complete, in all material respects, as of the date hereof and as of the Closing Date, except for representations
and warranties made as of a specified date. For purposes of this Article II, “Seller’s knowledge,” “knowledge
of Seller,” and any similar phrases (or any analogous phrases referencing the SPAC) shall mean the actual or constructive knowledge
of any director or executive officer of Seller (or the SPAC, as the case may be), as if such executive officers and directors shall have
made diligent inquiry of the matters presented, or a reasonably prudent individual operating in the capacity of an executive officer
or director could be expected to discover or otherwise become aware of such a fact or matter.

 Section
2.01 Organization and Authority; Enforceability. Each of Seller and the SPAC is an entity duly incorporated
or organized, validly existing, and in good standing with its state or jurisdiction of incorporation or organization. Seller has full
power and authority to enter into this Agreement, the applicable Additional Agreements, and the documents to be delivered hereunder,
to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance
by the SPAC and Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions to which
it is a party, which are contemplated hereby and thereby, have been duly authorized by all requisite action on its part (or its governing
body, if applicable). This Agreement and the documents to be delivered hereunder have been duly executed and delivered by the SPAC and
Seller, and, assuming due authorization, execution, and delivery by Buyer, this Agreement and the documents to be delivered hereunder
constitute legal, valid, and binding obligations of the SPAC and Seller, enforceable against the SPAC and Seller in accordance with their
respective terms.

 Section
2.02 SPAC Liabilities.

 (a)
As of the Closing, the SPAC will have no accrued and unpaid liabilities (including all known, estimated, contingent or deferred liabilities
of the SPAC, regardless of whether set forth on the SPAC’s balance sheet) except for (i) the accrued expenses that are due
and payable as of the Closing Date (the “ Covered Expenses ”), which will be paid promptly after the Closing Date, (ii) the
deferred liabilities set forth on Schedule B hereto (collectively, the “ Deferred Liabilities ”) that are
due and payable upon the consummation of the SPAC’s business combination, and (iii) Ordinary Course Expenses (as defined herein)
which will be payable in the ordinary course.

 5

 (b)
As of the Closing, except for Covered Expenses, Deferred Liabilities or Ordinary Course Expenses, (i) there will be no unpaid compensation
owed by the SPAC or Seller to any officers, directors or advisors of the SPAC, and (ii) the SPAC has no other tax liability or obligations
outstanding, other than any accrued franchise or similar taxes owed to the applicable authorities in the Cayman Islands, which have not
yet become due and payable. As of the Closing Date, the Covered Expenses, the Deferred Liabilities and Ordinary Course Expenses will
constitute all liabilities of the SPAC (whether accrued, disputed, contingent, or otherwise, and whether due or to become due), and represent
all accrued liabilities known to Seller. Except for the (x) the Underwriting Agreement, (y) the Engagement Letter dated June
11, 2025, between the SPAC and Lincoln Financial LLC (the “ Lincoln Engagement Letter ”), and (z) the Sponsor Notes
(as defined on Schedule B attached hereto), Seller has no agreement with any third party to pay, or cause the SPAC to pay, any fee contingent
on consummation of a business combination. Notwithstanding the foregoing, expenses incurred by the SPAC in the ordinary course, including
without limitation with respect to legal, accounting, printing, insurance, trust and stock transfer services, not in excess of $1,000,000
in the aggregate (the “ Ordinary Course Expenses ”) shall not cause the representations and warranties contained in
this Section 2.02 to be deemed to be incorrect in any material respect.

 Section
2.03 Legal Proceedings. There is no claim, action, suit, proceeding, or governmental investigation
or exchange inquiry (collectively, “ Action ”) against the SPAC or Seller of any nature
pending or, to Seller’s knowledge, threatened against the SPAC or Seller that challenges or seeks to prevent, enjoin, or otherwise
delay or have an adverse effect on the transactions contemplated by this Agreement, or seeks any monetary compensation from the SPAC.
No event has occurred or circumstances exist, that would reasonably be expected to give rise to, or serve as a basis for, any such Action.
Seller has no knowledge of any facts or circumstances that are likely to give rise to litigation against the SPAC and/or Seller.

 Section
2.04 No Conflicts. The execution, delivery, and performance by Seller of this Agreement and the documents
to be delivered hereunder, including the Additional Agreements, and the consummation of the transactions contemplated hereby, do not
and will not: (a) violate or conflict with or constitute a default under any organizational documents of the SPAC or Seller, including
any operating agreement of Seller; (b) violate or conflict with any rule of the statute, law, Nasdaq, the SEC or any other ordinance,
rule, or regulation applicable to the SPAC or Seller; (c) violate or conflict with or result in a violation or breach of any provision
of any material agreement to which Seller or the SPAC is a party, or (d) result in the creation or imposition of any Encumbrance
on the Transferred Shares, other than the Permitted Encumbrances. Notwithstanding the foregoing, immaterial violations or conflicts which
do not result in financial liability to the SPAC or adversely affect the validity of the consummation of the transactions contemplated
hereby shall be deemed not to cause the representations and warranties contained solely in Section 2.04 to be untrue in any material
respect.

 6

 Section
2.05 Consents and Approvals. Seller has obtained all consents, approvals, waivers, or authorizations
required to be obtained by it from any Person or entity (including any governmental authority) in connection with the execution, delivery,
and performance by Seller of this Agreement, the Additional Agreements and the consummation of the transactions contemplated hereby,
including approval by the SPAC’s board of directors. For purposes of this Agreement, the term “ Person ”
means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization,
trust, association, or other entity.

 Section
2.06 Capitalization of SPAC; Ownership; Trust Account Balance.

 (a)
As of the date hereof, (i) the authorized share capital of the SPAC consists of 200,000,000 Class A Shares, 20,000,000 Class B
Shares and 1,000,000 preference shares of a par value of US$0.0001 each, (ii) 28,750,000 Class A Shares are issued and outstanding
and 7,187,500 Class B Shares are issued and outstanding, and (iii) there are 8,337,500 Private Placement Warrants issued and
outstanding and 14,375,000 Listed Warrants issued and outstanding. The recitals hereto set forth a true and correct listing of Class B
Shares and Private Placement Warrants owned by Seller. Except as set forth in this Section 2.06 , or as disclosed in SPAC SEC Reports
(as defined herein), there are no other equity securities of the SPAC issued and outstanding, no preemptive or other outstanding rights,
subscriptions, options, warrants, equity appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable
into membership interests or (other than the Registration Rights Agreement) other agreements, arrangements or commitments of any character
relating to the equity interests in of the SPAC or any other securities or obligations convertible or exchangeable into or exercisable
for, or giving any Person a right to subscribe for or acquire, any equity interest in the SPAC. Except as disclosed in the SPAC SEC Reports,
the SPAC does not have any outstanding bonds, debentures, notes or other obligations that grant to its holder voting rights in the SPAC
on any matter or that are convertible or exchangeable into or exercisable for securities that grant to the holder of such converted or
exchanged security voting rights in the SPAC on any matter (whether before or after the initial business combination). Except for this
Agreement, the Other Agreements, and the Voting Support and Non-Redemption Agreements, the SPAC has no other outstanding contractual
obligations related to its equity interests, including any voting agreement, voting trust, or similar arrangement, other than as disclosed
in the SPAC SEC Reports. Seller is responsible for any and all past, present or future obligations related to its ownership through the
Closing Date of such interests in the SPAC (for example individual or entity regulatory filings, taxes, etc.).

 (b)
As of May 20, 2026, the SPAC had an amount in cash in the Trust Account of at least $311,083,518.90. The funds held in the Trust Account
are (i) held in an interest-bearing demand deposit account, United States treasury securities or money market funds comprised of
United States treasury securities and (ii) held in trust pursuant to the Trust Agreement.

 7

 Section
2.07 Transferred Shares.

 (a)
At the Closing, the Transferred Shares will be duly authorized, fully paid, validly issued, non-assessable, were not issued in violation
of the organizational documents of the SPAC or Seller, including, for the avoidance of doubt, the Amendments, or any other agreement,
arrangement, or commitment to which Seller or the SPAC is a party or by which their respective assets are bound, were issued in compliance
with applicable securities laws or exemptions therefrom and are not subject to or in violation of any preemptive or similar rights of
any Person.

 (b)
Seller is the sole legal, record, and equitable owner of the Class B Shares that will be converted into the Transferred Shares,
free and clear of all Encumbrances except any Permitted Encumbrances. Upon the sale of the Transferred Shares contemplated herein, Buyer
will receive good and valid legal title to, and full beneficial ownership of, the Transferred Shares, free and clear of all Encumbrances
whatsoever except any Permitted Encumbrances.

 (c)
Other than the Articles (including the Amendments) and other organizational documents of Seller and the SPAC, and as disclosed in the
SPAC SEC Reports, this Agreement, the Other Agreements, and the Voting Support and Non-Redemption Agreements, there are no voting trusts,
proxies, or other agreements or understandings in effect with respect to the voting, redemption or transfer of any of the Transferred
Shares.

 (d)
The SPAC shall register the resale of the Transferred Shares under the Securities Act pursuant to the terms and conditions the Registration
Rights Agreement.

 Section
2.08 Listing; SEC Reports; Material Events.

 (a)
The Class A Shares, Listed Warrants and the SPAC’s units are listed on Nasdaq. There is no Action pending or threatened against
the SPAC by Nasdaq with respect to any intention by such entity to prohibit or terminate the listing such securities.

 (b)
The SPAC has filed or furnished, as applicable, all material registration statements, forms, reports and other documents required to
be filed or furnished by the SPAC with the SEC since completion of its IPO. All such registration statements, forms, reports and other
documents (including all exhibits thereto) are referred to herein as the “ SPAC SEC Reports .” The SPAC SEC Reports
(i) were filed or furnished, as applicable, on a timely basis (including following any extensions of time for filing provided by
Rule 12b-25 promulgated under the Exchange Act of 1934, as amended (the “ Exchange Act ”)), (ii) as of their respective
dates or, if amended and filed no later than five (5) business days prior to the date of this Agreement, as of the date of the last such
amendment, complied, or will comply as of such date, as to form in all material respects with the applicable requirements of the Securities
Act, and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SPAC SEC Reports
and (iii) including any financial statements or schedules included or incorporated by reference therein, did not or will not, as
of their respective dates, or, if amended and filed no later than five (5) business days prior to the date of this Agreement, as of the
last such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such SPAC
SEC Reports or necessary in order to make the statements in such SPAC SEC Reports, in the light of the circumstances under which they
were made, not misleading. The audited financial statements and unaudited interim financial statements (including, in each case, the
notes and schedules thereto) included in the SPAC SEC Reports complied as to form in all material respects with the published rules and
regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved
(except as may be indicated therein or in the notes thereto) and fairly present (subject, in the case of the unaudited interim financial
statements included therein, to normal year-end adjustments and the absence of complete footnotes as permitted by the requirements of
the SEC Quarterly Report on Form 10-Q) in all material respects the financial position of the SPAC as of the respective dates thereof
and the results of its operations and cash flows for the respective periods then ended. No executive officer of the SPAC has failed to
make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any SPAC SEC Reports.

 8

 (c)
No material events affecting the SPAC or the Transferred Shares (i) which are of a nature that would require public disclosure under
applicable SEC rules or guidance, or (ii) resulting from any action or deliberate inaction by Seller or the SPAC, have occurred
between December 31, 2025 and the execution of this Agreement, other than those events disclosed by the SPAC in SPAC SEC Reports.

 Section
2.09 Brokers . No broker, finder, or investment banker is entitled to any brokerage, finder’s,
or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf
of Seller or the SPAC.

 Section
2.10 Taxes . (a) All material tax returns (including information returns) required to be filed
on or before the Closing Date by Seller and the SPAC have been timely filed, (b) all such tax returns are true, complete and correct
in all material respects, (c) all taxes due and owing by Seller or the SPAC (whether or not shown on any tax return) have been timely
paid, (d) all deficiencies asserted, or assessments made, against Seller and the SPAC as a result of any examinations by any taxing
authority have been fully paid, (e) there are no pending or threatened Actions by any taxing authority of which the SPAC or Seller
has knowledge, and (f) Seller represents that there are sufficient monies in the Trust Account to satisfy and current and future
tax obligations. The SPAC is treated as a “foreign corporation” for U.S. federal income tax purposes and has not filed any
U.S. entity tax classification elections.

 Section
2.11 Trust Waivers. As of Closing, the SPAC will not have any outstanding Material Contracts (as defined
herein), agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses leases and
other instruments or obligations of any kind (including any amendments and other modifications thereto) with any vendors, service providers,
prospective target businesses or other entities with which the SPAC does business (except its independent registered public accounting
firm) which do not include a waiver by such counterparties of any right, title, interest or claim of any kind in or to any monies held
in the Trust Account.

 Section
2.12 Material Contracts. Each contract to which Seller and/or the SPAC is a party or by which any of
their respective assets or properties are bound or subject to that are material to the business, assets, liabilities, financial condition,
results of operations or prospects of Seller taken as a whole (each a “ Material Contract ”
and collectively, the “ Material Contracts ”) has either been filed or furnished in
a SPAC SEC Report or provided to Buyer, other than agreements that will terminate on or prior to the Closing or ordinary course services
agreements or arrangements, including without limitation for legal, accounting, printing, insurance trust and stock transfer services.
Neither the Seller nor any other party thereto, is in breach or default under, or has provided or received any written notice of any
intention to terminate, any Material Contract.

 Section
2.13 Related Parties. The SPAC is not a party to any contract or arrangement with any related party
or other Affiliate (as defined herein), other than (a) the Letter Agreement, (b) the Sponsor Notes (as defined on Schedule
B attached hereto) and (c) any other agreements incidental to the IPO of the SPAC for which true and correct copies have been filed
or furnished in a SPAC SEC Report. As of the Closing Date (after giving effect to the Closing and the transactions contemplated thereby),
the SPAC shall have no outstanding accounts payable or debt obligations to Seller other than the Sponsor Notes. For the purposes of this
Agreement, “ Affiliate ” or “ Affiliates ”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is
under common control with, such Person. The term “ control ” (including the terms
“controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract
or otherwise.

 9

 Section
2.14 Books and Records. All Material Contracts, documents, financial statements, accounts, books and
ledgers of the SPAC have been properly and accurately kept and completed in accordance in all material respects with applicable accounting
standards, and there are no inaccuracies or discrepancies of any kind contained or reflected therein that, individually or in the aggregate,
would reasonably be expected to be material to the SPAC. Neither Seller nor the SPAC has received any written or oral allegation, assertion
or claim with respect to accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the SPAC
or Seller, or unlawful accounting or auditing matters with respect to the SPAC or Seller.

 Section
2.15 Accuracy and Completeness of Representations and Warranties. The representations and warranties
of Seller contained in this Article II and elsewhere in this Agreement or in any other document or agreement executed and delivered by
Seller in connection with the transactions contemplated hereby (including all Exhibits and Schedules hereto or thereto), are true and
correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary
to make the statements and information contained therein not misleading.

 Section
2.16 No General Solicitation. Neither the SPAC nor, to the SPAC’s knowledge, the Seller or any
person acting on behalf of the SPAC or the Seller have, directly or indirectly, offered or sold any of the Transferred Shares or solicited
any offers to buy any Transferred Shares, under any circumstances that would require registration under the Securities Act of the offer
and sale of the Transferred Shares, including by any form of general solicitation or general advertising.

 Article
III.

 REPRESENTATIONS
AND WARRANTIES OF BUYER

 Buyer
represents and warrants to Seller that the statements contained in this Article III are true, complete and correct in all material respects
as of the date hereof and as of the Closing Date, except for representations and warranties made as of a specified date. For purposes
of this Article III, “Buyer’s knowledge,” “knowledge of Buyer” and any similar phrases shall mean the actual
or constructive knowledge of any director or officer of Buyer, as if such officers and directors shall have made diligent inquiry of
the matters presented, or a reasonably prudent individual operating in the capacity of an officer or director could be expected to discover
or otherwise become aware of such a fact or matter.

 Section
3.01 Organization and Authority of Buyer; Enforceability. Buyer is duly organized, validly existing,
and in good standing with the state of its formation. Buyer has full power and authority to enter into this Agreement, the applicable
Additional Agreements, and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transactions
contemplated hereby. The execution, delivery, and performance by Buyer of this Agreement and the documents to be delivered hereunder
and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer.
This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and, assuming due authorization,
execution, and delivery by Seller and the SPAC, this Agreement and the documents to be delivered hereunder constitute legal, valid, and
binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.

 10

 Section
3.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and
the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate
or conflict with the organizational documents of Buyer; or (b) violate or conflict with any judgment, order, decree, statute, law,
ordinance, rule, or regulation applicable to Buyer. No consent, approval, waiver, or authorization is required to be obtained by Buyer
from any Person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Buyer
of this Agreement and the consummation of the transactions contemplated hereby.

 Section
3.03 Investment Purpose. Buyer is acquiring the Transferred Shares solely for its own account for investment
purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Transferred
Shares are not registered under the Securities Act, or registered under any state securities laws, and that the Transferred Shares may
not be transferred or sold except pursuant to the registration provisions of the Securities Act, or pursuant to an applicable exemption
therefrom and subject to state securities laws and regulations, as applicable .

 Section
3.04 Accredited Investor. The Buyer hereby represents and warrants that it is an “accredited
investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Buyer has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits and risks of an investment in the securities offered under
this Agreement, is making the investment for its own account (or for one or more accounts with respect to which it exercises sole investment
discretion) and for investment purposes only and not with a view to distribution, is able to bear the economic risk of such investment,
and can afford a complete loss of such investment.

 Section
3.05 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s,
or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf
of Buyer.

 Section
3.06 Legal Proceedings. There is no Action of any nature pending or, to Buyer’s knowledge, threatened
against or by Buyer that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement.
No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

 Section
3.07 Accuracy and Completeness of Representations and Warranties. The representations and warranties
of Buyer contained in this Article III and elsewhere in this Agreement or in any other document or agreement executed and delivered by
Buyer in connection with the transactions contemplated hereby (including all Exhibits and Schedules hereto or thereto), are true and
correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary
to make the statements and information contained therein not misleading.

 Article
IV.

 RELEASES

 Section
4.01 Release.

 (a)
Each of the SPAC, Seller, ReserveOne and R-1 Holdings, generally releases and discharges each of Buyer and its predecessors, successors
(by merger or otherwise), parents, subsidiaries, Affiliates and assigns, together with each and every of their respective present, past
and future officers, directors, shareholders, employees, representatives and agents and the family members, heirs and executors of same
(collectively referred to herein as the “ Buyer Parties ”) from any and all claims, actions, causes of action, demands,
liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, promises, controversies, complaints, debts, dues,
costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise,
whether known or unknown (“ Claims ”), that each of the SPAC, Seller, ReserveOne and R-1 Holdings ever had or now has
against Buyer or any other member of the Buyer Parties arising out of or in connection with the (i) Subscription Agreements, (ii) the
Business Combination Agreement, and (iii) the termination of any of the foregoing, including, without limitation, any and all Claims
for attorneys’ fees and costs with respect to the released Claims; provided that the foregoing is not intended to and shall
not have the effect of limiting the ability of the SPAC, Seller, ReserveOne and R-1 Holdings to enforce this Agreement.

 11

 (b)
Buyer generally releases and discharges each of the SPAC, Seller, ReserveOne and R-1 Holdings and each of their predecessors, successors
(by merger or otherwise), parents, subsidiaries, Affiliates and assigns, together with each and every of their respective present, past
and future officers, directors, shareholders, employees, representatives and agents and the family members, heirs and executors of same
(collectively referred to herein as the “ Seller Parties ”) from any and all Claims that Buyer ever had or now has against
each of the SPAC, Seller, ReserveOne and R-1 Holdings or any other member of the Seller Parties arising out of or in connection with
the (i) Subscription Agreements, (ii) the Business Combination Agreement, and (iii) the termination of any of the foregoing, including,
without limitation, any and all Claims for attorneys’ fees and costs with respect to the released Claims; provided that
the foregoing is not intended to and shall not have the effect of limiting the ability of Buyer to enforce this Agreement.

 (c)
Each party represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person,
firm, or corporation any Claims, Actions, liabilities or indemnities herein released. Each party further represents and warrants that
neither it nor any assignee has filed any lawsuit against any other party.

 (d)
The parties each acknowledge that they may discover facts in addition to or different from those that they now know or believe to be
true with respect to the matters released herein, but that it is the express intention of the parties, except as necessary to enforce
this Agreement, to fully, finally and forever settle and release any and all Claims released hereby, known or unknown, suspected or unsuspected,
which now exist, and without regard to the subsequent discovery or existence of such additional or different facts. In furtherance
of this intention, the parties each expressly waive any and all provisions, rights and benefits of California Civil Code Section 1542,
which provides:

 A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

 The
parties shall also be deemed expressly to have waived any and all provisions, rights and benefits conferred by any law of any state or
territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code Section
1542 or that would otherwise limit the releases and waivers contained in this Agreement. The parties each acknowledge that the
foregoing waiver was separately bargained for and an integral aspect of the settlement of which this release is a part.

 Article
V.

 COVENANTS

 Section
5.01 Covenants and Acknowledgements.

 (a)
Each of Seller and the SPAC acknowledges and agrees that liabilities incurred by the SPAC after the Closing will remain the responsibility
of the SPAC and will be paid or otherwise settled by the SPAC. The SPAC will be responsible for the payment of Covered Expenses and future
obligations related to the ongoing operation of the SPAC, including the Deferred Liabilities and Ordinary Course Expenses.

 (b)
Upon the execution and delivery of this Agreement by the parties hereto, the SPAC, ReserveOne and R-1 Holdings agree to execute documents
sufficient to terminate the Business Combination Agreement.

 12

 (c)
Promptly after the Closing, ReserveOne agrees to pay or settle all of its accrued liabilities as of Closing.

 (d)
If, prior to the Closing, Seller or the SPAC enters into any Other Agreement (or amends or modifies any existing Other Agreement) with
any Person for the purchase or transfer of Class B Shares (or Class A Shares issuable upon conversion thereof) on terms that provide
for a per-share purchase price that is lower than $3.33 per share, then Seller shall promptly (and in any event within five (5) business
days) provide Buyer with written notice thereof together with a copy of such Other Agreement or amendment, and Buyer shall thereupon
be entitled (exercisable by written notice to Seller within ten (10) business days of receipt of such notice, in Buyer’s sole discretion)
to elect to have the corresponding terms of this Agreement amended (with retroactive effect to the date hereof) to incorporate such more
favorable terms. For the avoidance of doubt, the most-favored-nation right set forth in this Section 5.01(d) is limited to per-share
purchase price.

 (e)
Between the date hereof and the Closing, neither the SPAC nor Seller shall have: (i) entered into, or agreed to enter into, any new business
combination agreement, merger agreement, share purchase agreement, or similar binding agreement contemplating an initial business combination
of the SPAC; (ii) made any public announcement of, or entered into any letter of intent, term sheet, memorandum of understanding, or
similar agreement regarding, an intended business combination involving the acquisition of, or the conversion of the SPAC’s assets
into, Bitcoin, Ether, other cryptocurrency, digital assets, or other speculative non-operating assets; or (iii) adopted, or announced
the intention to adopt, any investment policy, treasury policy, or similar policy contemplating the deployment of any material portion
of the SPAC’s assets (including any portion of the Trust Account) into Bitcoin, Ether, other cryptocurrency, digital assets, or
other speculative non-operating assets, in each case without Buyer’s prior written consent (such consent not to be unreasonably
withheld, conditioned, or delayed).

 (f)
Between the date hereof and the Closing, other than the Extraordinary General Meeting of Shareholders, scheduled for June 15, 2026, called
by that definitive proxy statement dated May 13, 2026, for the purpose of considering the Business Combination Agreement, and which the
SPAC will cancel pursuant to Section 5.01(h) of this Agreement, neither the SPAC nor Seller shall have called, scheduled, or held
any meeting of shareholders, or solicited any vote, written consent, or proxy, with respect to (i) the Business Combination Agreement
(whether to approve, consummate, ratify, or otherwise) or (ii) any matter inconsistent with the termination of the Business Combination
Agreement or the consummation of the transactions contemplated by this Agreement; provided , that for the avoidance of doubt, the
calling or scheduling of an extraordinary, special, or annual meeting for purposes of the Amendments, election of directors, ratification
of auditors and any other matters typically conducted at an annual meeting of shareholders as mandated by SEC requirements or Cayman
Island law shall be permitted pursuant to this Section 5.01(f) .

 13

 (g)
Upon execution and delivery of this Agreement, the Additional Agreements, and funding of the Escrow Account, the SPAC, ReserveOne, and
R-1 Holdings, agree to promptly terminate and withdraw the Registration Statement and make all necessary filings with the SEC to do so.

 (h)
Upon execution and delivery of this Agreement, the Additional Agreements, and funding of the Escrow Account, the SPAC will promptly cancel
its Extraordinary General Meeting of Shareholders, scheduled for June 15, 2026, called for purposes of considering the Business Combination
Agreement, among other matters.

 Article
VI.

 MISCELLANEOUS

 Section
6.01 Expenses. Except as otherwise specifically stated herein, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

 Section
6.02 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their
respective Affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further
actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

 Section
6.03 Notices. All notices, Claims, and other communications hereunder shall be in writing and shall
be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during normal
business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications
must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice
given in accordance with this Section 6.03):

 If
to Buyer:

 At
the address set forth on the Buyer’s signature page hereto.

 If
to Seller, the SPAC, ReserveOne or R-1 Holdings:

 c/o
CC Capital Partners, LLC

 200
Park Avenue, 58th Floor

 New
York, NY 10166

 Attn:
Thomas Boychuk

 Email:
[***]

 Section
6.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation
of this Agreement.

 14

 Section
6.05 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable
in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision
is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify the Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated
as originally contemplated to the greatest extent possible.

 Section
6.06 Entire Agreement. This Agreement and the documents to be delivered hereunder constitute the sole
and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and
contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency
between the terms and provisions in the body of this Agreement and those in the documents delivered in connection herewith and the Exhibits
hereto, the terms and provisions in the body of this Agreement shall control.

 Section
6.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns. None of the parties may assign their respective rights or obligations
hereunder without the prior written consent of the other parties. No assignment shall relieve the assigning party of any of its obligations
hereunder.

 Section
6.08 No Third-Party Beneficiaries. Except as provided in Article IV , this Agreement is for the
sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is
intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or
by reason of this Agreement.

 Section
6.09 Amendment and Modification. This Agreement may be amended, modified, or supplemented only by a
written agreement signed by each party hereto.

 Section
6.10 Cumulative Remedies. The rights and remedies provided in this Agreement cumulative and are in
addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

 Section
6.11 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly
set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect
of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and
whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege
arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power,
or privilege.

 Section
6.12 Governing Law. All matters arising out of or relating to this Agreement and all related documents
shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice
or conflict of law provision.

 Section
6.13 Submission to Jurisdiction. Any Action arising out of or related to this Agreement or the transactions
contemplated hereby may be instituted only in the federal courts of the United States of America or the courts of the State of New York,
in each case located in the Borough of Manhattan in New York City, State of New York, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such Action. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT
TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 15

 Section
6.14 Specific Performance. The parties agree that irreparable damage would occur if any provision of
this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance
of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

 Section
6.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile,
email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.

 Section
6.16 Waiver Against Trust. Buyer hereby agrees, on behalf of itself and the other members of the Buyer
Parties, that, notwithstanding anything to the contrary in this Agreement, solely in its capacity as a holder of Transferred Shares (and
not in its capacity as a holder of any Class A Shares constituting Public Shares), neither Buyer nor any other member of the Buyer Parties
shall have or shall at any time thereafter have any Claim of any kind in or to any monies in the Trust Account or distributions therefrom,
or make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises as a result
of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Seller, the
SPAC, ReserveOne, R-1 Holdings or their respective Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand, or any
other matter, and regardless of whether such Claim arises based on contract, tort, equity or any other theory of legal liability (collectively,
the “ Trust Released Claims ”). Buyer, on behalf of itself and the other member of
the Buyer Parties, hereby irrevocably waives any Trust Released Claims that Buyer or any other member of the Buyer Parties may have against
the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including
any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with
Buyer, Seller, the SPAC, ReserveOne, R-1 Holdings or their respective Affiliates). Buyer agrees and acknowledges that such irrevocable
waiver by it is material to this Agreement and specifically relied upon by Seller and its Affiliates to induce it to enter into this
Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable against Buyer and each other member
of the Buyer Parties under applicable law. Notwithstanding anything to the contrary in this Section 6.16 , the foregoing waiver
shall not limit, waive, release, or otherwise affect Buyer’s right (in its capacity as a public shareholder of the SPAC) to receive
(i) pro-rata distributions from the Trust Account in respect of any Class A Shares constituting Public Shares (but, for the avoidance
of doubt, excluding the Transferred Shares) in connection with any redemption of such Class A Shares constituting Public Shares pursuant
to the SPAC’s organizational documents or in connection with the dissolution or liquidation of the SPAC, and (ii) any distributions
in respect of any termination fee, expense reimbursement, or similar payment received by the SPAC from any third party that is, by the
terms of such payment or by operation of the SPAC’s organizational documents or the Trust Agreement, payable to or distributable
among the holders of Class A Shares generally, provided that the foregoing limitation shall not limit any obligation of Buyer
pursuant to any separate non-redemption agreement, including any Voting Support and Non-Redemption Agreement, relating to Class A Shares
to which it is a party.

 Section
6.17 Notwithstanding anything in this Agreement to the contrary, each of the Seller Parties (i) shall
not publicly disclose the name of Buyer or any of its Affiliates or advisers, or include the name of Buyer or any of its Affiliates or
advisers in any press release, without the prior written consent of Buyer and (ii) shall not publicly disclose the name of Buyer or any
of its Affiliates or advisers, or include the name of Buyer or any of its Affiliates or advisers in any filing with the SEC any regulatory
agency or trading market, without the prior written consent of Buyer, except to the extent such disclosure is required by other laws,
rules or regulations, or at the request of the staff of the SEC or other regulatory agency, in which case the Seller Parties shall provide
Buyer with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Buyer regarding
such disclosure. Buyer will promptly provide any information reasonably requested by the Seller Parties for any regulatory application
or filing made or approval sought in connection with the transactions contemplated by this Agreement.

 [Remainder
of page intentionally left blank; signature pages follow]

 16

 IN
WITNESS WHEREOF , the SPAC has caused this Agreement to be executed as of the date first written above.

 SPAC :

 M3-BRIGADE ACQUISITION
 V CORP.

 By:

 Name:

 Title:

 [Signature
Page to Securities Purchase Agreement]

 IN
WITNESS WHEREOF , Seller has caused this Agreement to be executed as of the date first written above.

 SELLER :

 MI7 SPONSOR,
 LLC

 By:

 Name:
 Thomas Boychuk

 Title:
 Chief Financial Officer

 [Signature
Page to Securities Purchase Agreement]

 IN
WITNESS WHEREOF , ReserveOne and R-1 Holdings have executed this Agreement as of the date first above written.

 RESERVEONE :

 RESERVEONE, INC.

 By:

 Name:
 Jaime Leverton

 Title:
 Chief Executive Officer

 R-1 HOLDINGS :

 RESERVEONE HOLDINGS,
 INC.

 By:

 Name:
 Jaime Leverton

 Title:
 Chief Executive Officer

 [Signature
Page to Securities Purchase Agreement]

 IN
WITNESS WHEREOF , Buyer has executed o caused this Agreement to be executed by its duly authorized representative as of the date
first above written.

 BUYER :

 [_____]

 By:

 Name:

 Title:

 Address
for Notices:

 [●]

 [Signature
Page to Securities Purchase Agreement]

 Schedule
A

 [●]
Class A Shares at $3.33 per share to be purchased by Buyer

 [●]
Aggregate Purchase Price for the Class A Shares to be purchased by Buyer

 [Schedule
A to Securities Purchase Agreement]

 Schedule
B

 Deferred
Liabilities

 [***]

 [Schedule
B to Securities Purchase Agreement]

 Exhibit
I

 Terms
and Conditions of Escrow Agreement

 [***]

 [Exhibit
I to Securities Purchase Agreement]

EX-10.3 · FORM OF JOINDER AGREEMENT TO THE REGISTRATION RIGHTS AGREEMENT (TRANSFERRED SHAR

EX-10.3
 4
 ea029455601ex10-3.htm
 FORM OF JOINDER AGREEMENT TO THE REGISTRATION RIGHTS AGREEMENT (TRANSFERRED SHARES), DATED AS OF JUNE 12, 2026, BY AND BETWEEN THE COMPANY AND THE INVESTORS

 Exhibit 10.3

 JOINDER AGREEMENT

 This
Joinder Agreement (the “ Joinder Agreement ”), dated as of June 12, 2026, is executed by and between M3-Brigade
Acquisition V Corp., a Cayman Islands exempted company (the “ Company ”), and the counterparty designated as
“Buyer” in the signature page hereto (“ Buyer ”), in connection with that certain Registration Rights
Agreement, dated as of July 31, 2024 (the “ Agreement ”), by and among the Company, MI7 Sponsor, LLC, a Delaware
limited liability company (as assignee of M3-Brigade Sponsor V LLC) (the “ Sponsor ”), Cantor Fitzgerald &
Co., and each person who has become a party thereto by entering into a joinder agreement in accordance with the terms thereof. Capitalized
terms used but not defined herein shall have the meaning given to such terms in the Agreement.

 By
the execution of this Joinder Agreement, Buyer agrees as follows:

 1. Buyer
is a party to that certain Securities Purchase Agreement, dated as of June 12, 2026, by and among the Sponsor, Buyer, the Company, ReserveOne,
Inc. and ReserveOne Holdings, Inc. (the “ SPA ”), pursuant to which Buyer has agreed to purchase from the Sponsor a
number of Class A ordinary shares, par value $0.0001 per share of the Company as specified in the SPA (the “ Transferred
Shares ”). The Transferred Shares will be issued upon conversion of an equal number of the Sponsor’s Class B ordinary
shares, par value $0.001 per share of the Company and will be “Registrable Securities” as such term is defined in the Agreement.

 2. Upon
the transfer of the Transferred Shares to Buyer, without any further action required, Buyer hereby automatically joins in, and agrees
to become a party to and be bound by and subject to, the provisions of the Agreement.

 3. Any
notice required or permitted by the Agreement shall be given to Buyer at the address listed below its name on the signature page hereto.

 [ Remainder
of Page Left Intentionally Blank ]

  

 IN WITNESS WHEREOF, the undersigned has executed
this Joinder Agreement as of the date set forth above.

 BUYER:

 [______________]

 By:

 Name:

 Title:

 Address:

 ACKNOWLEDGED AND AGREED:

 M3-BRIGADE ACQUISITION V CORP.

 By:

 Name:

 Title:

 CANTOR FITZGERALD & CO.

 By:

 Name:

 Title:

 [Signature Page to Joinder Agreement to Registration
Rights Agreement (Transferred Shares)]