WARRANT AGREEMENTWarrant Agreement • May 11th, 2021 • M3-Brigade Acquisition III Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III 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 • May 11th, 2021 • M3-Brigade Acquisition III Corp. • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between M3-Brigade Acquisition III Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of you deliver to the redeeming Public Stockholders of the Company $
M3-Brigade Acquisition III Corp. 19th Floor New York, NY 10019M3-Brigade Acquisition III Corp. • May 11th, 2021 • Delaware
We are pleased to accept the offer M3 Sponsor III LP, a Delaware limited partnership (the “Subscriber” or “you”) has made to purchase 11,500,000 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 1,500,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of M3-Briagde Acquisition III 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:
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • May 11th, 2021 • M3-Brigade Acquisition III Corp. • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May , 2021, is made and entered into by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), M3-Brigade Sponsor III 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 • May 11th, 2021 • M3-Brigade Acquisition III Corp. • 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 III Corp., a Delaware corporation (the “Company”), and M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Purchaser”).
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 III Corp., a Delaware corporation (the “Company”), and...M3-Brigade Acquisition III Corp. • May 11th, 2021 • New York
