PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this Agreement), dated as of _______, 2021, is entered into by and among Brimstone Acquisition Holdings Corp., a Delaware corporation (the Company), and Brimstone Acquisition Founder LLC, a Delaware limited liability company (the Purchaser).
WHEREAS, the Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (each, a Share), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Companys Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the SEC), File Number 333-254118 (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act).
WHEREAS, the Purchaser has agreed to purchase, at a price of $1.50 per warrant, 5,333,333 warrants (or 5,833,333 if the underwriters in the Public Offering exercise their over-allotment option in full) (the Private Placement Warrants), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the IPO Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,333,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $8,000,000 (the Purchase Price). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Trust Account), in accordance with the Companys wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchasers name to the Purchaser or effect such delivery in book-entry form.
(ii) On the date of any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an Over-allotment Closing Date, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 500,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $750,000 (the Over-allotment Purchase Price). The Purchaser shall pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds in accordance with the Companys wiring instructions, at least one (1) business day prior to such Over-allotment Closing