Brimstone Acquisition Holdings Corp. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2021 • Brimstone Acquisition Holdings Corp. • Blank checks • New York
Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC are acting as Representatives (the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agr
WARRANT AGREEMENTWarrant Agreement • August 3rd, 2021 • Brimstone Acquisition Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2021, is by and between Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • Brimstone Acquisition Holdings Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • March 25th, 2021 • Brimstone Acquisition Holdings Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 25th, 2021 • Brimstone Acquisition Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of _______, 2021, is entered into by and among Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”), and Brimstone Acquisition Founder LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 25th, 2021 • Brimstone Acquisition Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2021, is by and between Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 25th, 2021 • Brimstone Acquisition Holdings Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of ________, 2021, is made and entered into by and among Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”), Brimstone Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Brimstone Acquisition Holdings Corp. Miami Beach, FL 33139Subscription Agreement • March 11th, 2021 • Brimstone Acquisition Holdings Corp. • New York
We are pleased to accept the offer Brimstone Acquisition Founder LLC (the “Subscriber” or “you”) has made to purchase 7,112,500 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (as may be amended and
Brimstone Acquisition Holdings Corp. Miami Beach, FL 33139 Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC as Representatives (as defined below) of the several Underwriters listed in Schedule I to the Underwriting...Underwriting Agreement • March 25th, 2021 • Brimstone Acquisition Holdings Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Brimstone Acquisition Holdings Corp. Miami Beach, FL 33139 Citigroup Global Markets Inc. UBS Securities LLC Credit Suisse Securities (USA) LLC As Representatives (as defined below) of the several underwriters listed in Schedule I to the Underwriting...Underwriting Agreement • March 25th, 2021 • Brimstone Acquisition Holdings Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Brimstone Acquisition Holdings Corp. Miami Beach, FL 33139Subscription Agreement • March 11th, 2021 • Brimstone Acquisition Holdings Corp. • New York
We are pleased to accept the offer you (the “Subscriber” or “you”) have made to purchase 25,000 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (as may be amended and/or restated from time to time, the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Founder Shares and shall be deemed to include any shares of Class A Common Stock issu
