REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), Anzu SPAC GP I LLC, a Delaware 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between ANZU SPECIAL ACQUISITION CORP I and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • February 8th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC a New York limited liability company (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • February 8th, 2021 • Anzu Special Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and [D&O] (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 8th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (this “Agreement”), is entered into by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and Anzu SPAC GP I LLC, a Delaware limited liability company (the “Purchaser”).
Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626Underwriting Agreement • February 8th, 2021 • Anzu Special Acquisition Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and BofA Securities, Inc. and Barclays Capital Inc., as representatives (“the Representatives”) of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of [●] of the Company’s units (including up to [●] units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626Securities Subscription Agreement • February 8th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), is pleased to accept the offer Anzu SPAC GP I LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 7,187,500 of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock,” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to
ANZU SPECIAL ACQUISITION CORP I a Delaware corporation 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
Anzu Special Acquisition Corp I (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), Barclays Capital Inc. (“Barclays”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Barclays are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of units of the Company. Each unit (“Unit(s)”) consists of one share of Class A common stock, par value $0.0001 (“Class A Common Stock”) and one-half of one redeemable warrant of the Company (“Warrant(s)”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,750,00
Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626Administrative Services Agreement • February 8th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
This letter agreement by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”) and Anzu Partners, LLC, a Florida limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. [●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
