FORM OF PRIVATE WARRANT AGREEMENT
THIS PRIVATE WARRANT AGREEMENT (this Agreement), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the Company) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the Warrant Agent).
WHEREAS, on [ ], 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with M3-Brigade Sponsor III LP, a Delaware limited partnership (the Sponsor) and Cantor Fitzgerald & Co., the representative of the underwriters in the Offering, as defined below (the Representative), pursuant to which the Sponsor and the Representative will purchase an aggregate of 7,046,667 warrants (or up to 7,296,667 warrants, depending on the extent to which the underwriters exercise their option to purchase additional units) simultaneously with the closing of the Offering, as defined below (and the closing of the Over-Allotment Option (as defined below), if applicable), bearing the legend set forth in Exhibit A 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 merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors 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 Private Placement Warrants at a price of $1.50 per warrant (the Working Capital Warrants and, together with the Private Placement Warrants, the Warrants);
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 Warrant (the Public Warrants, which, with the Common Stock, comprise the Units) and, in connection therewith, has determined to issue and deliver up to 9,583,333 warrants to public investors in the Offering;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-256017 (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 warrants and the shares of Common Stock included in the Units;
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 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