0001193125-21-248292 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 17th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • Delaware

This SUBSCRIPTION AGREEMENT is entered into as of August 16, 2021 (this “Subscription Agreement”), by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 17th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • Delaware

This SUBSCRIPTION AGREEMENT is entered into as of August 16, 2021 (this “Subscription Agreement”), by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).

AGREEMENT AND PLAN OF MERGER by and among M3-BRIGADE ACQUISITION II CORP., BLUE STEEL MERGER SUB INC., and SYNIVERSE CORPORATION dated as of August 16, 2021
Merger Agreement • August 17th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • Delaware

This Agreement and Plan of Merger, dated as of August 16, 2021 (this “Agreement”), is made and entered into by and among M3-Brigade Acquisition II Corp., a Delaware corporation (“Acquiror”), Blue Steel Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Syniverse Corporation, a Delaware corporation (the “Company”).

SPONSOR AGREEMENT
Sponsor Agreement • August 17th, 2021 • M3-Brigade Acquisition II Corp. • Blank checks • Delaware

This SPONSOR AGREEMENT (this “Agreement”) is dated as of August 16, 2021, by and among M3-Brigade Sponsor II LP, a Delaware limited partnership (“Sponsor Holdco”), the other Person identified on Schedule I hereto (“Individual Sponsor” and together with Sponsor Holdco, “Sponsors,” and each, a “Sponsor”), M3-Brigade Acquisition II Corp., a Delaware corporation (“Acquiror”), and Syniverse Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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