UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION II CORP. and CANTOR FITZGERALD & CO. Dated: March 3, 2021Underwriting Agreement • March 10th, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 10th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 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”).
WARRANT AGREEMENTWarrant Agreement • March 10th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 3, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 10th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 3, 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”).
March 3, 2021 M3-Brigade Acquisition II Corp. New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 10th, 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
