INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 13th, 2021 • Tastemaker Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021 by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Tastemaker Acquisition Corp. Floor 31 New York, NY 10019Tastemaker Acquisition Corp. • October 15th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 10, 2020 by and between Tastemaker Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Tastemaker Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 15th, 2020 • Tastemaker Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 13th, 2021 • Tastemaker Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 7, 2021, is entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Tastemaker Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between TASTEMAKER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 13th, 2021 • Tastemaker Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Tastemaker Acquisition Corp., 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”).
TASTEMAKER ACQUISITION CORP. 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2020 • Tastemaker Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2021 • Tastemaker Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”) and Tastemaker Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with 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 15th, 2020 • Tastemaker Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October [ ], 2020, is entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Tastemaker Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2020 • Tastemaker Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”) and Tastemaker Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with 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”).
Tastemaker Acquisition Corp. New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 16th, 2020 • Tastemaker Acquisition Corp. • Blank checks
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 among Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole 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 r
Tastemaker Acquisition Corp. New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 13th, 2021 • Tastemaker 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”) to be entered into by and among Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole 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 reg
TASTEMAKER ACQUISITION CORP.Tastemaker Acquisition Corp. • January 13th, 2021 • Blank checks • New York
This letter agreement by and between Tastemaker Acquisition Corp. (the “Company”) and Tastemaker Sponsor LLC (the “Provider”), dated as of the date of this letter agreement, 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. 333-249278) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) the 24-month anniversary of the Effective Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement.
TASTEMAKER ACQUISITION CORP. 24,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENT January 7, 2021Tastemaker Acquisition Corp. • January 13th, 2021 • Blank checks • New York
BUSINESS COMBINATION AGREEMENT by and among TASTEMAKER Acquisition Corp., Quality gold Holdings, inc., TASTEMAKER MERGER SUB, INC., QGM MERGER SUB, INC., J&M MERGER SUB, INC., L&L MERGER SUB, INC., QUALITY GOLD MERGER SUB, INC., QUALITY GOLD, INC.,...Business Combination Agreement • October 21st, 2022 • Tastemaker Acquisition Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 20, 2022 (the “Signing Date”), by and among Tastemaker Acquisition Corp., a Delaware corporation (“Tastemaker”), Quality Gold Holdings, Inc, a Delaware corporation (“Parentco”), Tastemaker Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), QGM Merger Sub, Inc., an Ohio corporation (“Merger Sub II”), J&M Merger Sub, Inc., a Delaware corporation (“Merger Sub III”), L&L Merger Sub, Inc., an Ohio corporation (“Merger Sub IV”), Quality Gold Merger Sub, Inc., an Ohio corporation (“Merger Sub V” and, together with Merger Sub I, Merger Sub II, Merger Sub III and Merger Sub IV, the “Merger Subs”), Quality Gold, Inc., an Ohio corporation (“Quality Gold”), QGM, LLC, an Ohio limited liability company (“QGM”), J & M Group Holdings Inc., a Delaware corporation (“J&M”), and L & L Group Holdings, LLC, an Ohio limited liability company (“L&L” and, together with Quality Gold, QGM and J&M, each, a “Company” and, collectively,
TASTEMAKER ACQUISITION CORP.Tastemaker Acquisition Corp. • October 15th, 2020 • Blank checks • New York
This letter agreement by and between Tastemaker Acquisition Corp. (the “Company”) and Tastemaker Sponsor LLC (the “Provider”), dated as of the date of this letter agreement, 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. 333-249278) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) the 24-month anniversary of the Effective Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement.
Support AgreementSupport Agreement • October 21st, 2022 • Tastemaker Acquisition Corp. • Blank checks • Delaware
SUPPORT AGREEMENT, dated as of October 20, 2022 (this “Agreement”), by and among TASTEMAKER ACQUISITION CORP., a Delaware corporation (“SPAC”), and each of the equityholders of the Companies whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).
Tastemaker Sponsor LLC New York, NY 10019Letter Agreement • October 21st, 2022 • Tastemaker Acquisition Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with that certain Business Combination Agreement (the “BCA”), entered into on the date hereof, by and among Tastemaker Acquisition Corp., a Delaware corporation (“Tastemaker”), Quality Gold Holdings, Inc. (“Parentco”), Quality Gold, Inc. (“Quality Gold”), and the other parties thereto, relating to the proposed business combination between Tastemaker, Quality Gold, and certain affiliates of Quality Gold. Unless otherwise defined herein, capitalized terms are used herein as defined in the BCA.
Dear Tastemaker Sponsor LLC,Letter Agreement • January 6th, 2021 • Tastemaker Acquisition Corp. • Blank checks
This letter agreement sets forth the terms of the agreement between Tastemaker Sponsor LLC, a Delaware limited liability company (the “Company”), and certain investment funds and/or managed accounts managed by or affiliated with ___________ (collectively, “Subscriber”). The Company is the sponsor of Tastemaker Acquisition Corp., a Delaware corporation (the “SPAC”), which is a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
