25,000,000 Units TZP Strategies Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2021 • TZP Strategies Acquisition Corp. • Blank checks • New York
Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 22nd, 2021 • TZP Strategies Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2021 by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
TZP Strategies Acquisition Corp. New York, New York 10036Securities Subscription Agreement • December 28th, 2020 • TZP Strategies Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on September 1, 2020 by and between TZPS SPAC Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • December 28th, 2020 • TZP Strategies Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 22nd, 2021 • TZP Strategies Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 19, 2021, is entered into by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TZPS SPAC Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 22nd, 2021 • TZP Strategies Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2021, is made and entered into by and among TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), TZPS SPAC Holdings LLC, a Cayman Islands limited liability company (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”).
TZP Strategies Acquisition Corp. New York, New York 10036 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 22nd, 2021 • TZP Strategies Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to
WARRANT AGREEMENT TZP STRATEGIES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 19, 2021Warrant Agreement • January 22nd, 2021 • TZP Strategies Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 19, 2021, is by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 28th, 2020 • TZP Strategies Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TZPS SPAC Holdings LLC, a Cayman Islands exempted company (the “Purchaser”).
TZP STRATEGIES ACQUISITION CORP.Office Space and Administrative Services Agreement • December 28th, 2020 • TZP Strategies Acquisition Corp. • Blank checks
TZP STRATEGIES ACQUISITION CORP.Office Space and Administrative Services Agreement • January 22nd, 2021 • TZP Strategies Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of TZP Strategies Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TZPS SPAC Holdings LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 7 Times Square, Suite 4307, New York, New York 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor or one of its affiliates a sum of $10,000 per month on the Effective Date and c
