REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2024 • M3-Brigade Acquisition v Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), M3-Brigade Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION V CORP. and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: [ ], 2024 M3-BRIGADE ACQUISITION V CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2024 • M3-Brigade Acquisition v Corp. • Blank checks • New York
The undersigned, M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
M3-Brigade Acquisition V Corp. 1700 Broadway 19th Floor New York, NY 10019M3-Brigade Acquisition v Corp. • April 19th, 2024 • Blank checks • Delaware
We are pleased to accept the offer M3-Brigade Sponsor V LP, a Delaware limited partnership (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of the Company’s (as defined below) ordinary shares, the “Ordinary Shares”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
M3-Brigade Acquisition V Corp. 1700 Broadway, 19th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 21st, 2024 • M3-Brigade Acquisition v Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as de
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 21st, 2024 • M3-Brigade Acquisition v Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2024, by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 21st, 2024 • M3-Brigade Acquisition v Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and M3-Brigade Sponsor V LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • June 21st, 2024 • M3-Brigade Acquisition v Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2024, is by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2024 • M3-Brigade Acquisition v Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024 by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 21st, 2024 • M3-Brigade Acquisition v Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2024, (as it may from time to time be amended, this “Agreement”), is entered into by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (the “Purchaser”).
