UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION II CORP. and CANTOR FITZGERALD & CO. Dated: March , 2021Underwriting Agreement • February 25th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
The undersigned, M3-Brigade Acquisition II Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (the “Representative”) 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 the Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
WARRANT AGREEMENTWarrant Agreement • February 25th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between M3-Brigade Acquisition II Corp., a Delaware corporation (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 • February 25th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 25th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the “Company”), and _______ (“Indemnitee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • February 25th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February , 2021, is made and entered into by and among M3-Brigade Acquisition II Corp., a Delaware corporation (the “Company”), M3-Brigade Sponsor II LP, a Delaware limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 25th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the “Company”), and M3-Brigade Sponsor II LP, a Delaware limited partnership (the “Purchaser”).
M3 Acquisition II Corp. 19th Floor New York, NY 10019M3-Brigade Acquisition II Corp. • February 25th, 2021 • Blank checks • Delaware
We are pleased to accept the offer M3 Sponsor II LP, a Delaware limited partnership (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), 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 Acquisition II Corp., a Delaware corporation (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:
February , 2021 M3-Brigade Acquisition II Corp. New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 25th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
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 II Corp., a Delaware corporation (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 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defin
