THIS WARRANT AGREEMENT (this Agreement), dated as of March 3, 2021, is by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the Warrant Agent, and also referred to herein as the Transfer Agent).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), and one-third of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 13,333,333 warrants (or up to 15,333,333 warrants if the Over-allotment Option (defined below) is exercised in full) to public investors in the Offering (the Public Warrants);
WHEREAS, the Company has entered into that certain Private Placement Warrants Purchase Agreement (Private Placement Warrants Purchase Agreement) with M3-Brigade Sponsor II LP, a Delaware limited partnership (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of 7,500,000 warrants simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (defined in Section 3.2), the Sponsor, an affiliate of the Sponsor, the Companys officers and directors and other third parties may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 warrants at a price of $1.50 per warrant (the Working Capital Warrants);
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-253132 (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Common Stock included in the Units;
WHEREAS, following consummation of the Offering, the Company may issue additional warrants (the Post IPO Warrants, and together with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination;
WHEREAS, each whole Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per whole share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.