11,000,000 Units Zi Toprun Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2022 • Zi Toprun Acquisition Corp. • Blank checks • New York
The undersigned, Zi Toprun Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you”, “EF Hutton”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
ZI TOPRUN ACQUISITION CORP. WARRANT AGREEMENTWarrant Agreement • April 22nd, 2022 • Zi Toprun Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________ __, 2022, is by and between Zi Toprun Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 1 State Street, New York, New York 10004, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
Zi Toprun Acquisition Corp.Zi Toprun Acquisition Corp. • April 22nd, 2022 • Blank checks • New York
Zi Toprun Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Toprun Smart Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 3,162,500 shares of Common Stock (the “Shares”), $0.00001 par value per share (the “Common Shares”), up to 412,500 shares of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2022 • Zi Toprun Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of ____________, 2022, by and among Zi Toprun Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Re: Initial Public OfferingLetter Agreement • April 22nd, 2022 • Zi Toprun 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 Zi Toprun Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,000,000 of the Company’s units (including up to 1,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registr
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 22nd, 2022 • Zi Toprun Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (the “Agreement”) is made as of ___________________, 2022, by and between Zi Toprun Acquisition Corp., a Delaware Corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (the “Trustee”).
ZI TOPRUN ACQUISITION CORPORATION INDEMNITY AGREEMENTIndemnity Agreement • April 22nd, 2022 • Zi Toprun Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of ____________, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_________), the Company and Indemnitee do hereby covenant and agree as follows:
ZI TOPRUN ACQUISITION CORP. PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • April 22nd, 2022 • Zi Toprun Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of ______________, 2022, by and between Zi Toprun Acquisition Corp., a Delaware company (the “Company”), having its principal place of business at 16800 Aston St., Suite 275, Irvine, CA 92606 and Toprun Smart Management LLC, a Delaware limited liability company (the “Purchaser”).
ADMINISTRATIVE SERVICES AGREEMENT Zi Toprun Acquisition Corp. 16800 Aston St, Suite 275 Irvine, California 92606Administrative Services Agreement • April 22nd, 2022 • Zi Toprun Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Zi Toprun Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Bright Century Investment, LLC shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 16800 Aston Street, Suite 275, Irvine, California 92606 (or any successor location). In exchange therefor, the Company shall pay Bright Century Investment, LLC the sum of $2,
