UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION III CORP. and CANTOR FITZGERALD & CO. Dated: October 21, 2021 M3-BRIGADE ACQUISITION III CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 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 • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and William Gallagher (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Steven Vincent (“Indemnitee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 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 • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 21, 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”).
PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 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”).
PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 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”).
October 21, 2021Letter Agreement • October 27th, 2021 • M3-Brigade Acquisition III 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 III 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 30,015,000 of the Company’s units (including up to 3,915,000 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 public warrant (each whole public warrant, a “Public Warrant”). Each Public 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of October 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 27th, 2021 • M3-Brigade Acquisition III Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of October 21, 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”).
