WARRANT AGREEMENT ERMENEGILDO ZEGNA N.V. COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated December 17, 2021Warrant Agreement • December 23rd, 2021 • Ermenegildo Zegna N.V. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 17, 2021, is by and between Ermenegildo Zegna N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 27th, 2021 • Ermenegildo Zegna Holditalia S.p.A. • 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 • August 27th, 2021 • Ermenegildo Zegna Holditalia S.p.A.
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 23rd, 2021 • Ermenegildo Zegna N.V. • Apparel & other finishd prods of fabrics & similar matl • 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).
WARRANT ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption and Amendment Agreement • December 23rd, 2021 • Ermenegildo Zegna N.V. • Apparel & other finishd prods of fabrics & similar matl • New York
This Warrant Assumption and Amendment Agreement (this “Agreement”) is made as of December 17, 2021, by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (“Zegna”, which from and after the consummation of the Conversion (as defined in the Business Combination Agreement (as defined below)), will be domesticated in The Netherlands, and renamed Ermenegildo Zegna N.V., a Dutch public limited liability company (naamloze vennootschap)), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) and Computershare Trust Company, N.A., a federally chartered trust company, and Computershare Inc., a Delaware corporation (collectively, “Computershare”), and shall be effective as of the Effective Time (as defined in the Business Combination Agreement).
LOCK-UP AGREEMENTLock-Up Agreement • December 23rd, 2021 • Ermenegildo Zegna N.V. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of December 17, 2021, is made and entered into by and among Ermenegildo Zegna N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”) and the shareholders designated as Zegna Holders on Schedule A hereto (each such party, together with any Person who hereafter becomes a party to this Agreement by executing a Joinder Agreement, a “Holder” and collectively the “Holders”). The Company and the Holders shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • December 23rd, 2021 • Ermenegildo Zegna N.V. • Apparel & other finishd prods of fabrics & similar matl • New York
This Warrant Amendment Agreement (this “Agreement”) is made as of December 17, 2021, by and between Investindustrial Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDMENT NO. 1 TO PUT AGREEMENTPut Agreement • August 27th, 2021 • Ermenegildo Zegna Holditalia S.p.A. • New York
THIS AMENDMENT NO. 1 PUT AGREEMENT (this “Amendment”), dated as of May 13, 2021, is entered into by and between ERMENEGILDO ZEGNA HOLDITALIA S.P.A, an Italian company (“Zegna”), having an office at Via Roma 99-100, 13059 Trivero, Italy and THOM BROWNE, an individual residing at [***] (the “Seller”), and shall be deemed effective as of the date hereof (the “Effective Date”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Put Agreement (as defined below).
SHAREHOLDERS AGREEMENT among MONTERUBELLO SOCIETÀ SEMPLICE, ERMENEGILDO ZEGNA DI MONTE RUBELLO, INVESTINDUSTRIAL ACQUISITION CORP. L.P. and ERMENEGILDO ZEGNA N.V.Shareholders Agreement • December 23rd, 2021 • Ermenegildo Zegna N.V. • Apparel & other finishd prods of fabrics & similar matl
This Shareholders Agreement (this “Agreement”) dated as of December 17, 2021, is entered into among Ermenegildo Zegna N.V. f/k/a Ermenegildo Zegna Holditalia S.p.A., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), Monterubello società semplice, a simple partnership formed under the laws of Italy (“Monterubello”), Ermenegildo Zegna di Monte Rubello (“Mr. Zegna”, and together with Monterubello, the “Zegna Shareholders”) and Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (“IIAC Sponsor”, and together with Zegna Shareholders, each a “Shareholder” and collectively, the “Shareholders”). The Company and the Shareholders shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”.
LOCK-UP AGREEMENTLock-Up Agreement • December 23rd, 2021 • Ermenegildo Zegna N.V. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of December 17, 2021, is made and entered into by and among Ermenegildo Zegna N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “IIAC Sponsor”), Strategic Holding Group S.à r.l., an affiliate of the IIAC Sponsor (the “FPA Purchaser”), Mr. Sergio Ermotti, Mr. Dante Roscini, Ms. Tensie Whelan, Audeo Advisors Limited and Mr. Jose Joaquin Guell Ampuero (each such party, together with any Person who hereafter becomes a party to this Agreement by executing a Joinder Agreement, a “Holder” and collectively the “Holders”). The Company and the Holders shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
PUT AGREEMENTPut Agreement • August 27th, 2021 • Ermenegildo Zegna Holditalia S.p.A. • New York
THIS PUT AGREEMENT (the “Agreement”), dated as of August 25, 2018, is entered into by and between ERMENEGILDO ZEGNA HOLDITALIA S.P.A, an Italian company (“Zegna”), having an office at Via Roma 99-100, 13059 Trivero, Italy and THOM BROWNE, an individual residing at [***] (the “Seller”), and shall be deemed effective as of the Closing Date (as defined in the Purchase Agreement) (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • Ermenegildo Zegna N.V. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2021, is made and entered into by and among Ermenegildo Zegna N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “IIAC Sponsor”), the shareholders designated as Zegna Holders on Schedule A hereto (collectively, the “Zegna Holders”), and the shareholders designated as IIAC Holders on Schedule B hereto (collectively, the “IIAC Holders”, and together with the Zegna Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
