SPECIMEN UNIT CERTIFICATE
NUMBER UNITS U-
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SEE REVERSE FOR
M3-Brigade Acquisition III Corp.
UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE PUBLIC WARRANT, EACH WHOLE PUBLIC WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK
THIS CERTIFIES THAT _________________is the owner of ______Units.
Each unit (Unit) consists of one (1) share of Class A common stock, par value $0.0001 per share (Common Stock), of M3-Brigade Acquisition III Corp., a Delaware corporation (the Company), and one-third (1/3) of one redeemable public warrant (each whole public warrant, a Public Warrant). Each Public Warrant entitles the holder to purchase one (1) share of Common Stock for $11.50 per stock (subject to adjustment). Each whole Public Warrant will become exercisable thirty (30) days after the Companys completion of a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each, a Business Combination), and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the Expiration Date). The Common Stock and Public Warrants comprising the Units represented by this certificate are not transferable separately prior to _______________, 2021, unless Cantor Fitzgerald & Co. elects to allow earlier separate trading, subject to the Companys filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants are exercisable. The terms of the Public Warrants are governed by the Public Warrant Agreement, dated as of [_______________], 2021 (as amended, supplemented or otherwise modified from time to time, the Public Warrant Agreement), between the Company and Continental Stock Transfer & Trust Company, as warrant agent (in such capacity, the Warrant Agent), and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Public Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any holder of the Public Warrants on written request and without cost.
The Units represented by this certificate will automatically separate into the Class A Common Stock and Public Warrants comprising such Units after completion of a Business Combination.
This certificate is not valid unless countersigned by the transfer agent and registered by the registrar of the Company.