UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION III CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021Underwriting Agreement • September 22nd, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
The undersigned, M3-Brigade Acquisition III 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 • September 22nd, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • 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 $
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 22nd, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • September 22nd, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 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”).
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...Letter Agreement • September 22nd, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
FORM OF PRIVATE WARRANT AGREEMENTForm of Private Warrant Agreement • September 22nd, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PRIVATE 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 limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF PUBLIC WARRANT AGREEMENTForm of Public Warrant Agreement • September 22nd, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PUBLIC 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 limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 22nd, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 22nd, 2021 • M3-Brigade Acquisition III 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 III Corp., a Delaware corporation (the “Company”), M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Sponsor”) and Cantor Fitzgerald & Co., the representative of the underwriters (the “Representative”, and, together with the Sponsor, the “Purchasers” and, each, a “Purchaser”).
