INDEMNITY AGREEMENTIndemnity Agreement • October 20th, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 23, 2020 by and between Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
35,000,000 Units Investindustrial Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
Investindustrial Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters,
Investindustrial Acquisition Corp. Suite 1, 3rd Floor, 11-12 St James’s Square London SW1Y 4LB United KingdomInvestindustrial Acquisition Corp. • October 20th, 2020 • Blank checks • New York
This agreement (this “Agreement”) is entered into on September 10, 2020 by and between Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “Subscriber” or “you”), and Investindustrial 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 10,062,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,312,500 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 23rd, 2020 • Investindustrial 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 November 18, 2020, is entered into by and between Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 23rd, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2020, is made and entered into by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (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”).
Investindustrial Acquisition Corp. Suite 1, 3rd Floor, 11-12 St James’ Square London SW1Y 4LB United KingdomLetter Agreement • November 23rd, 2020 • Investindustrial 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 Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 40,250,000 of the Company’s units (including up to 5,250,000 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
WARRANT AGREEMENT INVESTINDUSTRIAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 23, 2020Warrant Agreement • November 23rd, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 23, 2020, is by and between Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 23rd, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of November 18, 2020, by and between Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (“Company”) and the undersigned (“Subscriber”).
REDEMPTION OFFSET AGREEMENTRedemption Offset Agreement • December 6th, 2021 • Investindustrial Acquisition Corp. • Blank checks • New York
This REDEMPTION OFFSET AGREEMENT, effective as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law which will be converted to a Dutch public limited liability company (naamloze vennootschap) at or prior to Closing (as defined below) (the “Company”) and the undersigned (the “Subscriber,” together with IIAC and Company, the “Parties” and each a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTJoinder Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (“Company”) and the undersigned (“Subscriber”).
INVESTINDUSTRIAL ACQUISITION CORP. Suite 1, 3rd Floor, 11-12 St James’ Square London SW1Y 4LB United KingdomInvestindustrial Acquisition Corp. • October 20th, 2020 • Blank checks
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made by and among Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “Sponsor”), the other holders of IIAC Class B Shares set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Shareholders”), Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), and Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (together with its successors, including from and after the Conversion (as such term is defined in the Business Combination Agreement), the “Company”). The Sponsor, the Other Class B Holders, IIAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined bel
INVESTINDUSTRIAL ACQUISITION CORP. Suite 1, 3rd Floor, 11-12 St James’ Square London SW1Y 4LB United Kingdom November 23, 2020Investindustrial Acquisition Corp. • November 23rd, 2020 • 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 Investindustrial 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”), Investindustrial Acquisition Corp. L.P. (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 Suite 1, 3rd Floor, 11-12 St James’ Square, London SW1Y 4LB, United Kingdom (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $10,000 per month
BUSINESS COMBINATION AGREEMENT BY AND AMONG ERMENEGILDO ZEGNA HOLDITALIA S.P.A., INVESTINDUSTRIAL ACQUISITION CORP., AND EZ CAYMAN DATED AS OF JULY 18, 2021Business Combination Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made by and among Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law, Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), and EZ Cayman, a Cayman Islands exempted company (“Merger Sub”). The Company (defined below), IIAC and the Merger Sub shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of July 18, 2021, is entered into by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A, a joint stock company incorporated under Italian law (the “Company”), and the undersigned shareholders of the Company (such shareholders, the “Shareholders” and, together with IIAC and the Company, each a “Party” and collectively, the “Parties”). Unless specified otherwise or context requires, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Business Combination Agreement, dated as of July 18, 2021 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, IIAC and EZ Cayman, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”).
AMENDMENT TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 28th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This AMENDMENT (this “Amendment”) is made as of July 26, 2021 and amends that certain Forward Purchase Agreement (the “Agreement”), dated as of November 18, 2020, by and between Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Strategic Holding Group S.à r.l., a private limited liability company under the laws of Luxembourg (the “Purchaser”). The Company and the Purchaser shall be referred to herein from time to time collectively as the “Parties” and each individually as a “Party”. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such term in the Agreement.
