Brimstone Acquisition Holdings Corp.
500 South Pointe Drive, Suite 240
Miami Beach, FL 33139
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
UBS Securities LLC
as Representatives (as defined below) of the several Underwriters
listed in Schedule I to the Underwriting Agreement (as defined below)
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
c/o UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
This letter (the Letter Agreement) is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement) entered into by and between Brimstone Acquisition Holdings Corp., a Delaware corporation (the Company) and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives (the Representatives) of the several underwriters named in Schedule A thereto (the Underwriters), relating to an underwritten initial public offering (the IPO) of the Companys units (the Units), each unit comprised of one share of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), and one-fourth of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a Warrant). Certain capitalized terms used herein are defined in paragraph 12 hereof.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially owned by him or her, whether acquired before, in or after the IPO, in favor of such Business Combination.
In the event that the Company does not complete a Business Combination within the time period set forth in the Companys amended and restated certificate of incorporation, as the same may be further amended from time to time (the Charter), the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the IPO Shares, at a per-share