REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this Agreement), dated as of , 2021, is made and entered into by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the Company), M3-Brigade Sponsor III LP, a Delaware limited partnership (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company has 7,187,500 shares of Class B common stock, par value $0.0001 per share (the Class B Common Stock), issued and outstanding, up to 937,500 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the shares of Class B Common Stock are convertible into the Companys shares of Class A common stock, par value $0.0001 per share (the Common Stock), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated certificate of incorporation, as may be amended from time to time;
WHEREAS, on ______________, 2021, the Company, the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters in the Companys initial public offering (the Representative), entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor and the Representative agreed to purchase 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) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor, an affiliate of the Sponsor, certain of the Companys officers and directors or other third parties may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (Working Capital Warrants) at a price of $1.50 per warrant at the option of the lender; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: