14,400,000 CAPSTM Periphas Capital Partnering Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 14,400,000 CAPSTM (the “CAPSTM”) of the Company (said CAPSTM 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 2,160,000 additional CAPSTM to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 15th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2020, is made and entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), PCPC Holdings, 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between PERIPHAS CAPITAL PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 15th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 14, 2020, is by and between Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
Periphas Capital Partnering Corporation New York, New York 10065 Evercore Group L.L.C. New York, New York 10055 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 15th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
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 between Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and Evercore Group L.L.C. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 14,400,000 of the Company’s CAPS™ (including up to 2,160,000 CAPS™ granted to the Underwriter that may be purchased to cover over-allotments, if any) (the “CAPS™”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-quarter of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $28.75 per share, subject to adjustment. The CAPS™ will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the
PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENTPrivate Placement Caps™ Purchase Agreement • December 15th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
THIS PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 9, 2020, is entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and PCPC Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • December 15th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of _______, 2020, by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and __________ (the “Purchaser”).
PERIPHAS CAPITAL PARTNERING CORPORATIONPeriphas Capital Partnering Corp • December 15th, 2020 • Blank checks • New York
This letter agreement by and between Periphas Capital Partnering Corporation (the “Company”) and PCPC Holdings, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial partnering transaction or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
