20,000,000 Units Tristar Acquisition I Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 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”), 20,000,000 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 3,000,000 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.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 13, 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”).
Tristar Acquisition I Corp. Atlanta, GA 30305Underwriting Agreement • October 19th, 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 23,000,000 of the Company’s units (including 3,000,000 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-half 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 statem
WARRANT AGREEMENTWarrant Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated October 13, 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 • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 13, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and David Barksdale (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 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 • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”), dated October 13, 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.Administrative Support Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This letter agreement by and between Tristar Acquisition I Corp. (the “Company”) and Tristar Holdings I Partners 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”):
