BUSINESS COMBINATION AGREEMENT by and among TASTEMAKER Acquisition Corp., Quality gold Holdings, inc., TASTEMAKER MERGER SUB, INC., QGM MERGER SUB, INC., J&M MERGER SUB, INC., L&L MERGER SUB, INC., QUALITY GOLD MERGER SUB, INC., QUALITY GOLD, INC.,...Business Combination Agreement • October 21st, 2022 • Tastemaker Acquisition Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 20, 2022 (the “Signing Date”), by and among Tastemaker Acquisition Corp., a Delaware corporation (“Tastemaker”), Quality Gold Holdings, Inc, a Delaware corporation (“Parentco”), Tastemaker Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), QGM Merger Sub, Inc., an Ohio corporation (“Merger Sub II”), J&M Merger Sub, Inc., a Delaware corporation (“Merger Sub III”), L&L Merger Sub, Inc., an Ohio corporation (“Merger Sub IV”), Quality Gold Merger Sub, Inc., an Ohio corporation (“Merger Sub V” and, together with Merger Sub I, Merger Sub II, Merger Sub III and Merger Sub IV, the “Merger Subs”), Quality Gold, Inc., an Ohio corporation (“Quality Gold”), QGM, LLC, an Ohio limited liability company (“QGM”), J & M Group Holdings Inc., a Delaware corporation (“J&M”), and L & L Group Holdings, LLC, an Ohio limited liability company (“L&L” and, together with Quality Gold, QGM and J&M, each, a “Company” and, collectively,
Support AgreementSupport Agreement • October 21st, 2022 • Tastemaker Acquisition Corp. • Blank checks • Delaware
SUPPORT AGREEMENT, dated as of October 20, 2022 (this “Agreement”), by and among TASTEMAKER ACQUISITION CORP., a Delaware corporation (“SPAC”), and each of the equityholders of the Companies whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).
Tastemaker Sponsor LLC New York, NY 10019Voting Support and Waiver • October 21st, 2022 • Tastemaker Acquisition Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with that certain Business Combination Agreement (the “BCA”), entered into on the date hereof, by and among Tastemaker Acquisition Corp., a Delaware corporation (“Tastemaker”), Quality Gold Holdings, Inc. (“Parentco”), Quality Gold, Inc. (“Quality Gold”), and the other parties thereto, relating to the proposed business combination between Tastemaker, Quality Gold, and certain affiliates of Quality Gold. Unless otherwise defined herein, capitalized terms are used herein as defined in the BCA.
