Brimstone Acquisition Holdings Corp. Miami Beach, FL 33139Brimstone Acquisition Holdings Corp. • March 11th, 2021 • New York
We are pleased to accept the offer Brimstone Acquisition Founder LLC (the “Subscriber” or “you”) has made to purchase 7,112,500 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Brimstone Acquisition Holdings Corp., a Delaware corporation (the “Company”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (as may be amended and
