Exhibit 10.2


 


EXECUTION VERSION


 


SHAREHOLDER
SUPPORT AGREEMENT


 


This
Shareholder Support Agreement (this “Agreement”) is dated as of December
14, 2022, by and among M3-Brigade Acquisition III Corp., a Delaware corporation (“SPAC”), Greenfire Resources Ltd.,
an Alberta corporation (“PubCo”), DE Greenfire Merger Sub Inc., a Delaware corporation (“Merger Sub”
and, together with PubCo, the “Acquisition Entities”), 2476276 Alberta ULC, an Alberta unlimited liability corporation
(“Canadian Merger Sub”), the Persons set forth on Schedule I hereto (each, a “Company Supporting
Shareholder” and, collectively, the “Company Supporting Shareholders”), and Greenfire Resources Inc., an
Alberta corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Business Combination Agreement (as defined below).


 


RECITALS


 


WHEREAS,
as of the date hereof, the Company Supporting Shareholders are the holders of record and the “beneficial owners” (within
the meaning of Rule 13d-3 under the Exchange Act) of such number of shares of such classes or series of Company Common Shares as are
indicated opposite each of their names on Schedule I attached hereto (all such shares of Company Common Shares, together
with any Equity Interests of the Company of which ownership of record or the power to vote (including, without limitation, by proxy or
power of attorney) is hereafter acquired by any such Company Supporting Shareholder during the period from the date hereof through the
Expiration Time (as defined below) are referred to herein as the “Subject Shares”);


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, SPAC, PubCo, Merger Sub and the Company have entered into a Business
Combination Agreement (as amended or supplemented from time to time, the “Business Combination Agreement”), dated
as of the date hereof, pursuant to which, among other transactions, PubCo and the Company will enter into the Plan of Arrangement whereby
PubCo will amalgamate with Canadian Merger Sub pursuant to which all of the issued and outstanding Company Shares will exchange into
common shares of PubCo; and


 


WHEREAS,
as an inducement to SPAC, PubCo, Merger Sub, Canadian Merger Sub and the Company to enter into the Business Combination Agreement and
to consummate the transactions contemplated therein, the parties hereto desire to agree to certain matters as set forth herein.


 



     


     


    

 



AGREEMENT


 


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




 


Article I


 


SHAREHOLDER
SUPPORT AGREEMENT; COVENANTS


 


Section 1.1
Binding Effect of Business Combination Agreement. Each Supporting Company Shareholder hereby acknowledges that it has read the
Business Combination Agreement and this Agreement and has had the opportunity to consult with its independent tax and legal advisors.
Each Supporting Company Shareholder confirms by the execution of this Agreement that such Supporting Company Shareholder has either sought
such independent tax and legal advice or waived their right to do so in connection with entering into this Agreement, and any failure
on such Supporting Company Shareholder’s part to seek independent tax and legal advice shall not affect the validity, enforceability
of this Agreement, the Business Combination Agreement and the transactions contemplated thereby and by the Ancillary Documents, including
the Plan of Arrangement. Each Supporting Company Shareholder shall be bound by and comply with Sections 8.4 (Public Announcements)
and 8.6 (Exclusive Dealing) (and any relevant definitions contained in any such Sections) as if (a) such Supporting Company Shareholder
was an original signatory to the Business Combination Agreement with respect to such provisions, and (b) each reference to the “Company”
contained in Section 8.6 of the Business Combination Agreement also referred to each such Supporting Company Shareholder.


 


Section 1.2
Existing Liens and Replacement Liens. Set forth on Exhibit II attached hereto and made a part hereof is a list of existing liens
to which certain Subject Shares are subject, copies of which liens have been provided to the parties hereto (“Existing Liens”).
Notwithstanding any other provision hereof, it is expressly acknowledged and agreed (i) that such Existing Liens, and any liens hereafter
created in replacement thereof which are not materially more restrictive with respect to the voting ability of the Supporting Company
Shareholder than the Existing Liens (“Replacement Liens”), the provisions of the instruments creating such Existing
Liens and Replacement Liens, and actions taken by Supporting Company Shareholders and secured parties thereto in accordance with the
provisions of such instruments, shall serve as exceptions to each of the prohibitions, covenants and other provisions contained herein,
and (ii) that Replacement Liens are expressly permitted. Each Supporting Company Shareholder hereby agrees to use its reasonable best
efforts so that none of the restrictions or other provisions of Existing Liens or Replacement Liens, to the extent affecting any agreement
with respect to such Supporting Company Shareholder’s Subject Shares hereunder, will be exercised to prevent or otherwise restrict
the consummation of the Plan of Arrangement or the other transactions contemplated by this Agreement or the Business Combination Agreement,
in each case in accordance with their terms.


 


Section 1.3
No Transfer. During the period commencing on the date hereof and ending on the earlier of (a) the Effective Time, and (b) such
date and time as the Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of clauses (a)
and (b), the “Expiration Time”), each Supporting Company Shareholder shall not (i) sell, offer to sell, contract
or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement / Proxy Statement)
or a prospectus with any provincial securities regulator in Canada or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Shares, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
Subject Shares (clauses (i) and (ii) collectively, a “Transfer”) or (iii) publicly announce any intention to
effect any transaction specified in clause (i) or (ii); provided, however, that the foregoing shall not prohibit Transfers
between any Supporting Company Shareholder and (1) any Affiliate of such Supporting Company Shareholder, (2) in the case of an individual,
by gift to a member of one of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an Affiliate of such individual; (3) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (4) in the case of an individual, pursuant to a qualified domestic relations order; or (5) by virtue of
the Supporting Company Shareholder’s Governing Documents upon liquidation or dissolution of the Supporting Company Shareholder
(any transferee of the type set forth in clauses (1) through (5), a “Permitted Transferee”), so long as, prior to
and as a condition to the effectiveness of any such Transfer, such Permitted Transferee executes and delivers to the Company, SPAC and
the Acquisition Entities a joinder to this Agreement in the form attached hereto as Annex A.


 



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Section 1.4
New Shares. In the event that, (a) any Subject Shares are issued to a Supporting Company Shareholder after the date of this Agreement
pursuant to any share dividend, share split, recapitalization, reclassification, combination or exchange of Subject Shares or otherwise,
(b) a Supporting Company Shareholder purchases or otherwise acquires beneficial ownership of any Subject Shares after the date of
this Agreement, or (c) a Supporting Company Shareholder acquires the right to vote or share in the voting of any Subject Shares after
the date of this Agreement (collectively, the “New Securities”), then such New Securities acquired or purchased by
such Supporting Company Shareholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Subject
Shares owned by such Supporting Company Shareholder as of the date hereof.


 


Section 1.5
Supporting Company Shareholder Agreements. Hereafter until the Expiration Time, each Supporting Company Shareholder hereby unconditionally
and irrevocably agrees that, at any meeting of the shareholders of the Company (or any adjournment or postponement thereof), and in any
action by written consent of the shareholders of the Company distributed by the Board of Directors of the Company (including the Written
Resolution) or otherwise undertaken in connection with or as contemplated by the Business Combination Agreement or the transactions contemplated
thereby and by the Ancillary Documents, (which written consent shall be delivered promptly, and in any event within twenty-four (24)
hours, after the Registration Statement (as contemplated by the Business Combination Agreement) is declared effective and delivered or
otherwise made available to the shareholders of SPAC and the shareholders of the Company), such Supporting Company Shareholder shall,
if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat
for purposes of establishing a quorum, and such Supporting Company Shareholder shall vote or provide consent (or cause to be voted or
consented), in person or by proxy, all of its Subject Shares:


 


(a)
to approve and adopt the Business Combination Agreement and the transactions contemplated thereby and by the Ancillary Documents, including
the Plan of Arrangement;


 



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(b)
in any other circumstances upon which a consent, waiver or other approval may be required under the Company’s Governing Documents
or under any agreements between the Company and its shareholders, including the Shareholder Agreement between the Company and certain
of its shareholders dated August 5, 2021 (the “Shareholder Agreement”), to implement, or otherwise sought with respect
to, the Business Combination Agreement or the transactions contemplated thereby and by the Ancillary Documents, to vote, consent, waive
or approve (or cause to be voted, consented, waived or approved) all of such Supporting Company Shareholder’s Subject Shares held
at such time in favor thereof;


 


(c)
against any competing business combination agreement, arrangement, amalgamation, take-over bid, merger, consolidation, combination, sale
of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the
Business Combination Agreement and the transactions contemplated thereby and by the Ancillary Documents); and


 


(d)
against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business
Combination Agreement or the transactions contemplated thereby and by the Ancillary Documents, including the Plan of Arrangement, (ii)
result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under
the Business Combination Agreement or (iii) result in any of the conditions set forth in Article IX of the Business Combination Agreement
not being fulfilled.


 


Each
Supporting Company Shareholder hereby agrees that it shall not exercise any rights of dissent in connection with the Plan of Arrangement
or commit or agree to take any action inconsistent with the foregoing.


 


Section 1.6
Affiliate Agreements. Each Supporting Company Shareholder, hereby agrees and consents to the termination of all Affiliate Agreements
to which such Supporting Company Shareholder is party, effective as of the Effective Time without any further liability or obligation
to the Company, the Company’s Subsidiaries, SPAC or the Acquisition Entities.


 


Section 1.7
Lock-Up Agreement. Each of the Supporting Company Shareholders set forth on Schedule III hereto, on behalf of itself, agrees
that it will deliver, substantially simultaneously with the Effective Time, a duly-executed copy of the Lock-Up Agreement substantially
in the form attached as Exhibit C to the Business Combination Agreement.


 


Section 1.8
Investor Rights Agreement. Each of the Supporting Company Shareholders set forth on Schedule IV hereto, on behalf of itself,
agrees that it will deliver, substantially simultaneously with the Effective Time, a duly-executed copy of the Investor Rights Agreement
substantially in the form attached as Exhibit D to the Business Combination Agreement.


 


Section 1.9
Further Assurances. Each Supporting Company Shareholder shall take, or cause to be taken, all such further actions and do, or
cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by SPAC or the Company,
to effect the actions required to consummate the Plan of Arrangement and the other transactions contemplated by this Agreement and the
Business Combination Agreement, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.


 



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Section 1.10
No Inconsistent Agreement. Each Supporting Company Shareholder hereby represents and covenants that such Supporting Company Shareholder
has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of such Supporting
Company Shareholder’s obligations hereunder.


 


Section 1.11
No Challenges. Each Supporting Company Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees
to take all actions necessary to opt out of any class in any class action or similar proceeding with respect to, any claim, derivative
or otherwise, against SPAC, Merger Sub, PubCo, Canadian Merger Sub, the Company or any of their respective successors or directors (a)
challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary
duty of any person in connection with the evaluation, negotiation or entry into the Business Combination or the transactions contemplated
thereby and by the Ancillary Documents (including the Plan of Arrangement).


 


Section 1.12
Consent to Disclosure. Each Supporting Company Shareholder hereby consents to the publication and disclosure in the Registration
Statement / Proxy Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities
authorities, any other documents or communications provided by SPAC, the Acquisition Entities, the Company to any Governmental Entity
or to securityholders of SPAC) of such Supporting Company Shareholder’s identity and beneficial ownership of Subject Shares and
the nature of such Supporting Company Shareholder’s commitments, arrangements and understandings under and relating to this Agreement
and, if deemed appropriate by SPAC, the Acquisition Entities or the Company, a copy of this Agreement. Each Supporting Company Shareholder
will promptly provide any information reasonably requested by SPAC, the Acquisition Entities or the Company for any regulatory application
or filing made or approval sought in connection with the transactions contemplated by the Business Combination Agreement (including filings
with the SEC).


 


Article II


 


REPRESENTATIONS
AND WARRANTIES


 


Section 2.1
Representations and Warranties of the Supporting Company Shareholders. Each Supporting Company Shareholder represents and warrants
as of the date hereof to SPAC, the Acquisition Entities, Canadian Merger Sub, and the Company (and solely with respect to itself, himself
or herself and not with respect to any other Supporting Company Shareholder) as follows:


 


(a)
Organization; Due Authorization. If such Supporting Company Shareholder is not an individual, it is duly organized, validly existing
and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Supporting Company
Shareholder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate,
limited liability company or organizational actions on the part of such Supporting Company Shareholder. If such Supporting Company Shareholder
is an individual, such Supporting Company Shareholder has full legal capacity, right and authority to execute and deliver this Agreement
and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by such Supporting Company Shareholder
and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally
valid and binding obligation of such Supporting Company Shareholder, enforceable against such Supporting Company Shareholder in accordance
with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights
and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement
is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter
into this Agreement on behalf of the applicable Supporting Company Shareholder.


 


(b)
Ownership. Such Supporting Company Shareholder is the record and beneficial owner (as defined in the Securities Act) of, and has
good title to, all of such Supporting Company Shareholder’s Subject Shares, and, except as set forth on Schedule II hereto,
there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose
of such Subject Shares (other than transfer restrictions under the Securities Act)) affecting any such Subject Shares, other than Liens
pursuant to (i) this Agreement, (ii) the Company’s Organizational Documents, (iii) the Business Combination Agreement or (iv)
any applicable securities Laws or (v) the Shareholder Agreement. Such Supporting Company Shareholder’s Subject Shares are the only
Equity Securities in the Company owned of record or beneficially by such Supporting Company Shareholder on the date of this Agreement,
and none of such Supporting Company Shareholder’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement
with respect to the voting of such Subject Shares other than as set forth in the Shareholder Agreement. Other than as set forth opposite
such Supporting Company Shareholder’s name on Schedule I, such Supporting Company Shareholder does not hold or own
any rights to acquire (directly or indirectly) any Equity Securities of the Company or any Equity Securities convertible into, or which
can be exchanged for, Equity Securities of the Company.


 



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(c)
No Conflicts. The execution and delivery of this Agreement by such Supporting Company Shareholder does not, and the performance
by such Supporting Company Shareholder of his, her or its obligations hereunder will not, (i) if such Supporting Company Shareholder
is not an individual, conflict with or result in a violation of the organizational documents of such Supporting Company Shareholder or
(ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any
Contract binding upon such Supporting Company Shareholder or such Supporting Company Shareholder’s Subject Shares) other than those
which are contemplated by the Business Combination Agreement or as may be required under the Shareholder Agreement or Governing Documents
of the Company, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance
by such Supporting Company Shareholder of its, his or her obligations under this Agreement.


 


(d)
Litigation. There are no Actions pending against such Supporting Company Shareholder, or to the knowledge of such Supporting Company
Shareholder threatened against such Supporting Company Shareholder, before (or, in the case of threatened Actions, that would be before)
any arbitrator or any Governmental Entity, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance
by such Supporting Company Shareholder of its, his or her obligations under this Agreement.


 


(e)
Adequate Information. Such Supporting Company Shareholder is a sophisticated shareholder and has adequate information concerning
the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the transactions
contemplated by the Business Combination Agreement and has independently and without reliance upon SPAC, the Acquisition Entities or
the Company and based on such information as such Supporting Company Shareholder has deemed appropriate, made its own analysis and decision
to enter into this Agreement. Such Supporting Company Shareholder acknowledges that SPAC, the Acquisition Entities and the Company have
not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set
forth in this Agreement. Such Supporting Company Shareholder acknowledges that the agreements contained herein with respect to the Subject
Shares held by such Supporting Company Shareholder are irrevocable.


 


(f)
Brokerage Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other
commission in connection with the transactions contemplated by the Business Combination Agreement based upon arrangements made by such
Supporting Company Shareholder, for which the Company or any of its Affiliates may become liable.


 


(g)
Acknowledgment. Such Supporting Company Shareholder understands and acknowledges that each of SPAC, the Acquisition Entities and
the Company is entering into the Business Combination Agreement in reliance upon such Supporting Company Shareholder’s execution
and delivery of this Agreement.


 


Section 2.2
Representations and Warranties of the Company, SPAC,Canadian Merger Sub, and the Acquisition Entities. Each of the Company, SPAC,
Merger Sub and PubCo represents and warrants as of the date hereof (solely with respect to itself) to each Supporting Company Shareholder
as follows:


 


(a)
Organization; Due Authorization. Each of the Company, SPAC, Canadian Merger Sub, Merger Sub and PubCo is duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of formation, and has the corporate power and authority to execute and
deliver each of this Agreement and the Business Combination Agreement, to perform its obligations hereunder and thereunder, and to consummate
the transactions contemplated hereby and thereby. Each of this Agreement and the Business Combination Agreement has been duly authorized
by all necessary corporate action on the part of the Company, SPAC and the Acquisition Entities. Each of this Agreement and the Business
Combination Agreement has been duly and validly executed and delivered by the Company, SPAC, Canadian Merger Sub and each of the Acquisition
Entities and constitutes a legal, valid and binding agreement of each of them (assuming that this Agreement or the Transaction Agreement,
as applicable, has been duly authorized, executed and delivered by the other Persons party thereto), enforceable against each of them
in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally
the enforcement of creditors’ rights and subject to general principles of equity).


 



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(b)
No Conflicts. None of the execution and delivery by the Company, SPAC, Canadian Merger Sub, Merger Sub and PubCo of this Agreement
nor the Business Combination Agreement, the performance by them of their obligations hereunder and thereunder, nor the consummation by
each of them of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of
time or both), (i) result in a violation or breach of any provision of their Governing Documents, (ii) result in a violation or breach
of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation
or acceleration under, any of the terms, conditions or provisions of any Contract to which any of them is a party, (iii) violate, or
constitute a breach under, any Order or applicable Law to which any of them or any of their properties or assets are subject or bound
or (iv) result in the creation of any Lien upon any of their assets or properties (other than any Permitted Liens), except in the case
of any of clauses (ii) through (iv) above, as would not have a Company Material Adverse Effect or a SPAC Material Adverse Effect, as
the case may be.


 


Article III


 


MISCELLANEOUS


 


Section 3.1
Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of
(a) the Expiration Time and (b) as to each Supporting Company Shareholder, the written agreement of SPAC, the Acquisition Entities,
the Company, Canadian Merger Sub and such Supporting Company Shareholder. Upon such termination of this Agreement, all obligations of
the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person
in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall
have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided,
however, that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any breach
of this Agreement prior to such termination. This ARTICLE III shall survive the termination of this Agreement.


 


Section 3.2
Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise
out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action
based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) will be governed
by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed entirely
within such State; provided, however, the laws of the Province of Alberta, Canada and the federal laws of Canada applicable
therein shall also apply to the corporate matters related to the Company Information Circular, the Company Shareholders Meeting and the
Plan of Arrangement.


 



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Section 3.3
CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a)
THE PARTIES TO THIS AGREEMENT SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE OR THE COURTS
OF THE UNITED STATES LOCATED IN WILMINGTON, DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT
AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT
TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR
OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE
IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION,
THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO
MAY BE MADE UPON ANY PARTY TO THIS AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY
AT ITS ADDRESS AS PROVIDED IN SECTION 3.8.


 


(b)
WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES
THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 3.3.


 


Section 3.4
Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.


 


Section 3.5
Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms
and provisions of this Agreement in the chancery court or any other state or federal court within the State of Delaware, this being in
addition to any other remedy to which such party is entitled at law or in equity.


 



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Section 3.6
Amendment; Waiver. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by SPAC, the Acquisition Entities, the Company and the Supporting Company
Shareholders.


 


Section 3.7
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


Section 3.8
Fiduciary Duties. SPAC, the Acquisition Entities, Canadian Merger Sub and the Company hereby agree and acknowledge that the Company
Supporting Shareholder is bound hereunder solely in his capacity as a securityholder of the Company and that the provisions hereof shall
not be deemed or interpreted to bind the Company Supporting Shareholder in his capacity as a director or officer of the Company (if the
Company Supporting Shareholder holds such office) or restrict, limit or prohibit the Company Supporting Shareholder in his capacity as
a director or officer of the Company (if the Company Supporting Shareholder holds such office) from fulfilling or exercising his fiduciary
duties as a director or officer owing to the Company under applicable Laws.


 


Section 3.9
Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly
given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service
or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:


 


	 	If to SPAC, to:
	 	 
	 	M3-Brigade Acquisition III Corp.
	 	1700 Broadway, 19th Floor
	 	New York, NY 10019
	 	Attention:	Mohsin Y. Meghji; Charles Garner
	 	Email:	mmeghji@m3-partners.com; cgarner@m3-partners.com



 



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	 	with copies (which shall not constitute
    notice) to:
	 	 
	 	Wachtell, Lipton, Rosen & Katz
	 	51 West 52nd Street
	 	New York, NY 10019
	 	Attention:	John L. Robinson
	 	Email:	JLRobinson@wlrk.com
	 	 	 
	 	Osler, Hoskin & Harcourt LLP
	 	Suite 2700, Brookfield Place
	 	225 – 6th Avenue S.W.
	 	Calgary AB  T2P 1N2
	 	Attention:	Neal Ross
	 	Email:	NRoss@osler.com
	 	 	 
	 	If to the Company, to:
	 	 
	 	Greenfire Resources Inc.
	 	1900 – 205 5th Avenue SW
	 	Calgary, AB T2P 2V7
	 	Attention:	David Phung
	 	Email:	DPhung@greenfireres.com
	 	 	 
	 	with copies (which shall not constitute
    notice) to:
	 	 
	 	Carter Ledyard & Milburn LLP
	 	28 Liberty Street
	 	41st Fl.
	 	New York, New York 10005
	 	Attention:	Guy P. Lander
	 	Email:	lander@clm.com
	 	 	 
	 	Burnet, Duckworth & Palmer LLP
	 	2400, 525 - 8th Avenue S.W.
	 	Calgary, AB, T2P 1G1
	 	Attention:	Ted Brown
	 	Email:	ebb@bdplaw.com
	 	 	 
	 	If to any Acquisition Entity, to:
	 	 
	 	c/o Greenfire Resources Inc.
	 	1900 – 205 5th Avenue SW
	 	Calgary, AB T2P 2V7
	 	Attention:	David Phung
	 	Email:	DPhung@greenfireres.com



 



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	 	with copies (which shall not constitute
    notice) to:
	 	 
	 	Carter Ledyard & Milburn LLP
	 	28 Liberty Street
	 	41st Fl.
	 	New York, New York 10005
	 	Attention:	Guy P. Lander
	 	Email:	lander@clm.com
	 	 	 
	 	Burnet, Duckworth & Palmer LLP
	 	2400, 525 - 8th Avenue S.W.
	 	Calgary, AB, T2P 1G1
	 	Attention:	Ted Brown
	 	Email:	ebb@bdplaw.com
	 	 	 
	 	If to Canadian Merger Sub, to:
	 	 
	 	c/o Greenfire Resources Inc.
	 	1900 – 205 5th Avenue SW
	 	Calgary, AB T2P 2V7
	 	Attention:	David Phung
	 	Email:	DPhung@greenfireres.com
	 	 	 
	 	with copies (which shall not constitute
    notice) to:
	 	 
	 	Carter Ledyard & Milburn LLP
	 	28 Liberty Street
	 	41st Fl.
	 	New York, New York 10005
	 	Attention:	Guy P. Lander
	 	Email:	lander@clm.com
	 	 	 
	 	Burnet, Duckworth & Palmer LLP
	 	2400, 525 - 8th Avenue S.W.
	 	Calgary, AB, T2P 1G1
	 	Attention:	Ted Brown
	 	Email:	ebb@bdplaw.com



 



    11


     


    

 


	 	If to a Supporting Company Shareholder:
	 	 
	 	To such Supporting Company Shareholder’s
    address set forth in Schedule I
	 	 
	 	with copies (which shall not constitute
    notice) to:
	 	 
	 	Carter Ledyard & Milburn LLP
	 	28 Liberty Street
	 	41st Fl.
	 	New York, New York 10005
	 	Attention:	Guy P. Lander
	 	Email:	lander@clm.com
	 	 	 
	 	Burnet, Duckworth & Palmer LLP
	 	2400, 525 - 8th Avenue S.W.
	 	Calgary, AB, T2P 1G1
	 	Attention:	Ted Brown
	 	Email:	ebb@bdplaw.com


 


Section 3.10
Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission),
each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 


Section 3.11
Non-Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party or
parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each party agrees that
(a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the parties, and
no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation
hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any
SPAC Non-Party Affiliate (other than the Company Supporting Shareholders named as parties hereto), and (b) no SPAC Non-Party Affiliate
or Company Non-Party Affiliate (other than the Company Supporting Shareholders named as parties hereto), shall have any Liability arising
out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including
with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral
representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions
with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions
contemplated hereby.


 


Section 3.12
Entire Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the
parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among
the parties hereto to the extent they relate in any way to the subject matter hereof.


 




    12


     


    

 


IN
WITNESS WHEREOF, the Supporting Company Shareholders, SPAC, PubCo, Merger Sub, Canadian Merger Sub and the Company have each caused this
Shareholder Support Agreement to be duly executed as of the date first written above.


 


	 	SUPPORTING COMPANY SHAREHOLDERS:
	 	 	 
	 	ALLARD SERVICES LIMITED
	 	 	 
	 	By:	*
	 	Name: 	 
	 	Title:	Director
	 	 	 
	 	ANNAPURNA LIMITED
	 	 	 
	 	By:	*
	 	Name:	 
	 	Title:	Director
	 	 	 
	 	SPICELO LIMITED 
	 	 	 
	 	By:	/s/ Ioannis
    C. Charalambides
	 	Name: 	Ioannis C. Charalambides
	 	Title:	Director
	 	 	 
	 	MODRO HOLDINGS LLC 
	 	 	 
	 	By:	/s/
    Joseph Pehar
	 	Name:	Joseph Pehar
	 	Title:	Manager



 


[Signature Page to Shareholder Support Agreement]


 





	*	Signature in process pursuant to applicable local law.



 



     


     


    

 


	 	M3-BRIGADE ACQUISITION III CORP.
	 	 	 
	 	By:	/s/ Mohsin Y. Meghji
	 	Name: 	Mohsin Y. Meghji
	 	Title:	Executive Chairman of the Board of Directors
	 	 	 
	 	GREENFIRE RESOURCES LTD.
	 	 	 
	 	By:	/s/ David Phung
	 	Name:	David Phung
	 	Title:	Chief Financial Officer
	 	 	 
	 	DE GREENFIRE MERGER SUB INC.
	 	 	 
	 	By:	/s/ David Phung
	 	Name:	David Phung
	 	Title:	Chief Financial Officer
	 	 	 
	 	2476276 Alberta
    ULC
	 	 	 
	 	By:	/s/ David Phung
	 	Name:	David Phung
	 	Title:	Chief Financial Officer
	 	 	 
	 	GREENFIRE RESOURCES INC.
	 	 	 
	 	By:	/s/ David Phung
	 	Name:	David Phung
	 	Title:	Chief Financial Officer


 


 


 


[Signature Page to Shareholder Support Agreement]


 




     


     


    

 


Schedule
I



Supporting Company Shareholder Subject Shares


 


	Holder	 	Common
    Shares	 	Company
    Incentive Warrants	 	Company
    Bond Warrants	 	Notice
    Information
	Allard
    Services Limited	 	4,065,005	 	0	 	0	 	Neville
    Newman, Harris & Trotter LLP

    64
    New Cavendish Street

    London
    W1G 8TB

    Tel::
    +44 20 7467 6300

    E-mail:
    nevillenewman@harrisandtrotter.co.uk

	 	 	 	 	 	 	 	 	 
	Annapurna
    Limited	 	1,350,002	 	0	 	0	 	Neville
    Newman, Harris & Trotter LLP

    64
    New Cavendish Street

    London
    W1G 8TB

    Tel::
    +44 20 7467 6300

    E-mail:
    nevillenewman@harrisandtrotter.co.uk

	 	 	 	 	 	 	 	 	 
	Spicelo
    Limited	 	1,125,002	 	0	 	0	 	17
    Megalou Alexandrou Street,

    2121
    Aglantzia,

    Nicosia,
    Cyprus

	 	 	 	 	 	 	 	 	 
	Modro
    Holdings LLC	 	960,001	 	0	 	0	 	c/o
    Thomas Giordano

    Karlin
    & Peebles, LLP

    5900
    Wilshire Blvd., Ste. 500

    Los
    Angeles, CA 90036

    tgiordano@karlinpeebles.com



 


[Schedule I to Shareholder Support Agreement]


 




     


     


    

 


Schedule
II


 


Existing
Liens


 


		1.	Promissory
Note in the face amount of $3,750,000 dated August 19, 2022 issued by Allard Services Limited, Annapurna Limited and Annapurna Ltd. (as
Borrowers) to Community Master Fund LP (as Lender).



 


		a.	Securities
Pledge Agreement dated August 19, 2022 between Allard Services Limited (as Chargor) and Community Master Fund LP (as Secured Party).



 


		b.	Securities
Pledge Agreement dated August 19, 2022 between Annapurna Limited (as Chargor) and Community Master Fund LP (as Secured Party).



 


		2.	Limited
Recourse Guarantee and Securities Pledge Agreement dated as of July 21, 2022 made by Spicelo Limited (as Chargor) and GLAS Americas LLC
(as Collateral Agent for the benefit of the Secured Parties under the Griffon Loan Agreement (defined below)), as amended by the First
Amending Agreement (Limited Recourse Guarantee and Securities Pledge Agreement) dated August 31, 2022.



 


		a.	Loan
Agreement dated July 21, 2022 among Griffon Partners Operation Corp. (as Borrower), Griffon Partners Capital Management Ltd. and Griffon
Partners Holding Corp. (as Guarantors), Trafigura Canada Limited, Signal Alpha C4 Limited (as Lenders), GLAS USA LLC (as Administrative
Agent) and GLAS Americas LLC (as Collateral Agent), as amended by the First Amending Agreement effective August 31, 2022 (the “Griffon
Loan Agreement”).



 


[Schedule II to Shareholder Support Agreement]


 




     


     


    

 


Schedule
III


 


Parties to the Lock-Up Agreement


 


		1.	Allard
Services Limited



 


		2.	Annapurna
Limited



 


		3.	Spicelo
Limited



 


		4.	Modro
Holdings, LLC



 


[Schedule
III to Shareholder Support Agreement]


 




     


     


    

 


Schedule
IV


 


Parties to the Investor Rights Agreement


 


		1.	Allard
Services Limited



 


		2.	Annapurna
Limited



 


		3.	Spicelo
Limited



 


		4.	Modro
Holdings, LLC



 


[Schedule IV to Shareholder Support Agreement]


 




     


     


    

 


Annex
A


 


Form of Joinder Agreement


 


This
Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining
Party”) in accordance with the Shareholder Support Agreement, dated as of December , 2022 (as amended, supplemented or otherwise
modified from time to time, the “Shareholder Support Agreement”), by and among M3-Brigade Acquisition III Corp., a
Delaware corporation, Greenfire Resources Ltd., an Alberta corporation, DE Greenfire Merger Sub Inc., a Delaware corporation, 2476276
Alberta ULC, an Alberta unlimited liability corporation , and Greenfire Resources Inc., an Alberta corporation and the Supporting Company
Shareholders set forth on Schedule I thereto. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed
to them in the Shareholder Support Agreement.


 


The
Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed
to be a party to, and a “Supporting Company Shareholder” under, the Shareholder Support Agreement as of the date hereof
and shall have all of the rights and obligations of a Supporting Company Shareholder as if it had executed the Shareholder Support Agreement.
The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained
in the Shareholder Support Agreement.


 


IN
WITNESS WHEREOF, the undersigned has duly executed this Joinder Agreement as of the date written below.


 


Date:
[●]


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	With copies to:


 


[Annex
A to Shareholder Support Agreement]