SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (“Company”) and the undersigned (“Subscriber”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made by and among Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “Sponsor”), the other holders of IIAC Class B Shares set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Shareholders”), Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), and Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (together with its successors, including from and after the Conversion (as such term is defined in the Business Combination Agreement), the “Company”). The Sponsor, the Other Class B Holders, IIAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined bel
BUSINESS COMBINATION AGREEMENT BY AND AMONG ERMENEGILDO ZEGNA HOLDITALIA S.P.A., INVESTINDUSTRIAL ACQUISITION CORP., AND EZ CAYMAN DATED AS OF JULY 18, 2021Business Combination Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made by and among Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law, Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), and EZ Cayman, a Cayman Islands exempted company (“Merger Sub”). The Company (defined below), IIAC and the Merger Sub shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of July 18, 2021, is entered into by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A, a joint stock company incorporated under Italian law (the “Company”), and the undersigned shareholders of the Company (such shareholders, the “Shareholders” and, together with IIAC and the Company, each a “Party” and collectively, the “Parties”). Unless specified otherwise or context requires, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Business Combination Agreement, dated as of July 18, 2021 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, IIAC and EZ Cayman, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”).
