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 • October 20th, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 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 • October 20th, 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 • October 20th, 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 [●], 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 • October 20th, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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 • October 20th, 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 [●], 2020Warrant Agreement • October 20th, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 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 • October 20th, 2020 • Investindustrial Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 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”).
INVESTINDUSTRIAL ACQUISITION CORP. Suite 1, 3rd Floor, 11-12 St James’ Square London SW1Y 4LB United KingdomInvestindustrial Acquisition Corp. • October 20th, 2020 • Blank checks
