M3-Brigade Acquisition III Corp.
New York, NY 10019
April 12, 2021
M3-Brigade Sponsor III LP
New York, NY 10019
RE: Securities Subscription Agreement
Ladies and Gentlemen:
We are pleased to accept the offer M3 Sponsor III LP, a Delaware limited partnership (the Subscriber or you) has made to purchase 11,500,000 shares of Class B common stock (the Shares), $.0001 par value per share (the Class B Common Stock together with all other classes of Company (as defined below) common stock, the Common Stock), up to 1,500,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (IPO) of M3-Briagde Acquisition III Corp., a Delaware corporation (the Company), do not fully exercise their over-allotment option (the Over-allotment Option). The terms (this Agreement) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscribers agreements regarding such Shares, are as follows:
1. Purchase of Shares. For the sum of $25,000 (the Purchase Price), which the Company acknowledges receiving in the form of a payment of retainer to Paul, Weiss, Rifkind, Wharton & Garrison LLP for the account of the Company, the Company hereby sells and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to the forfeiture provisions of Section 3 below, on the terms and subject to the conditions set forth in this Agreement.
2. Representations, Warranties and Agreements.
2.1 Subscribers Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
2.1.1 No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.
2.1.2 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.