24,000,000 Units Powered Brands UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2021 • Powered Brands • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 12th, 2021 • Powered Brands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 7, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Powered Brands, a Cayman Islands exempted company (the “Company”) and PB Management, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 20th, 2022 • Powered Brands • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 19, 2022 between Powered Brands, a Cayman Islands exempted company (the “Company”), and Neela Montgomery (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 12th, 2021 • Powered Brands • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2021, is made and entered into by and among Powered Brands, a Cayman Islands exempted company (the “Company”), PB Management, a Cayman Islands exempted limited liability company (the “Sponsor”, and together with 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”).
Powered Brands New York, NY 10017 Re: Initial Public OfferingLetter Agreement • January 12th, 2021 • Powered Brands • 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 Powered Brands, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 27,600,000 of the Company’s units (including 3,600,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised 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 a
WARRANT AGREEMENT Powered Brands and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 7, 2021Warrant Agreement • January 12th, 2021 • Powered Brands • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 7, 2021, is by and between Powered Brands, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2021 • Powered Brands • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021 by and between Powered Brands, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Powered BrandsSecurities Subscription Agreement • December 22nd, 2020 • Powered Brands • Blank checks • New York
This agreement (this “Agreement”) is entered into on October 16, 2020 by and between PB Management, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Powered Brands, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture 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’s and the Subscriber’s agreements regarding such Shares are as follows:
POWERED BRANDS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • January 20th, 2022 • Powered Brands • Blank checks • Delaware
This Director Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of January 19, 2022 (the “Grant Date”), is made by and between Powered Brands, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Neela Montgomery (the “Participant”). The terms of this RSU Award Agreement shall be governed by the terms of the omnibus equity incentive plan to be adopted by the Company and submitted for approval by the Company’s shareholders in connection with the Company’s initial Business Combination (as defined below) (the “Plan”). Certain capitalized terms used herein and not otherwise defined are defined in Section 6 hereof.
Powered Brands Registration and Shareholder Rights Agreement JoinderPowered Brands • January 20th, 2022 • Blank checks
By executing and delivering this signature page, Neela Montgomery (the “Participant”) hereby acknowledges and agrees that she has been awarded 45,000 restricted stock units of Powered Brands (the “Company”), pursuant to that certain Director Restricted Stock Unit Award Agreement, dated as of January 19, 2022, as may be amended, by and among the Company and the Participant. Further each of the Company, PB Management, a Cayman Islands exempted limited liability company (“Sponsor”) and the Participant hereby acknowledge and agree that the Participant hereby joins in, becomes a party to and agrees to be bound by the terms and conditions of that certain Registration and Shareholder Rights Agreement dated as of January 12, 2021, as may be amended, by and among the Company, the Sponsor and the Holders (as such term is defined therein) (the “Registration Rights Agreement”), under which the Participant agrees to and shall be bound by and subject to the terms of the Registration Rights Agreement
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2021 • Powered Brands • Blank checks • California
This Employment Agreement (the “Agreement”) is entered into as of the 30th day of August, 2021, by and between Mito Yamada (the “Executive”), and PB Management II, Inc., a Delaware corporate (the “Company”; the Executive and the Company are collectively referred to as the “Relationship Parties”), Powered Brands, a Cayman Island exempted company (“Powered Brands”) and PB Management, a Cayman Island limited liability company (the “Sponsor” and, together with the Relationship Parties and Powered Brands, the “Parties”). This Agreement shall be effective as of August 30, 2021 (the “Effective Date”).
Powered BrandsLetter Agreement • January 20th, 2022 • Powered Brands • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Powered Brands, a Cayman Islands exempted company (the “Company”). Reference is made to that certain letter agreement, dated January 12, 2021 among the Company, Credit Suisse Securities (USA) LLC, PB Management (the “Sponsor”) and certain individuals (the “Existing Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Existing Letter Agreement.
