25,000,000 Units Tristar Acquisition I Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
Tristar Acquisition I Corp., a Cayman Islands exempted company (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 are acting as representative (the “Representative”), 25,000,000 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 3,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
Tristar Acquisition I Corp. Atlanta, GA 30305Tristar Acquisition I Corp. • May 21st, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on March , 2021, by and between Tristar Holdings I LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof and in accordance with the memorandum and articles of association of the Company (the “Articles”), the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”) of the Company. Up to 937,500 of such shares are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company’s securities pursuant to the registration statement on Form S-1 expected to be filed by the Company with the U.S. Securities and Exchange Commission in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”), as describ
Tristar Acquisition I Corp. Atlanta, GA 30305Letter Agreement • May 21st, 2021 • Tristar Acquisition I 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 Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Wells Fargo Securities, LLC, as the representative of several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ over-allotment 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 to a registration state
WARRANT AGREEMENTWarrant Agreement • May 21st, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated May __, 2021 , is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 21st, 2021 • Tristar Acquisition I Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 21st, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May __, 2021 by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May __, 2021, is made and entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 21st, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”), dated May __, 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Purchaser”).
TRISTAR ACQUISITION I CORP.Tristar Acquisition I Corp. • May 21st, 2021 • Blank checks • New York
This letter agreement by and between Tristar Acquisition I Corp. (the “Company”) and Tristar Holdings I LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-255009) (the “Registration Statement”) is declared effective (the “Effective 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) (such earlier date hereinafter referred to as the “Termination Date”):
