Form of Underwriting Agreement between the Registrant and the Underwriters 75,000,000 Units TRIAN ACQUISITION I CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT by and between TRIAN ACQUISITION I CORP., TRIAN ACQUISITION I, LLC, TRIAN FUND MANAGEMENT, L.P. and THE OTHER PERSONS NAMED HEREINRegistration Rights Agreement • January 16th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _______________, 2008, by and between Trian Acquisition I Corp. (the “Company”), Trian Acquisition I, LLC (the “Sponsor”), Trian Fund Management, L.P. (“Trian Fund Management”), the persons listed in Schedule I hereto (the “Initial Holders”) and any Permitted Transferee (as defined below) who hereafter becomes a party to this Agreement as contemplated by Section 6.2 of this Agreement (each such party who holds Registrable Securities (as defined below), a “Holder” and, collectively, the “Holders”).
Form of Investment Management Trust Agreement] INVESTMENT MANAGEMENT TRUST AGREEMENT by and between TRIAN ACQUISITION I CORP. and WILMINGTON TRUST COMPANYInvestment Management Trust Agreement • January 16th, 2008 • Trian Acquisition I Corp. • Blank checks • Delaware
Form of Second Amended and Restated Warrant Agreement] SECOND AMENDED AND RESTATED WARRANT AGREEMENT by and between TRIAN ACQUISITION I CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 16th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of January [ ], 2008, by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Form of Letter Agreement for Officers and Directors and Certain Other Stockholders of Trian Acquisition I Corp.]Trian Acquisition I Corp. • January 16th, 2008 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2008 (the “Underwriting Agreement”), by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. (“Deutsche Bank”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representatives of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one share of Common Stock.
Form of Letter Agreement for Trian Acquisition I, LLC]Trian Acquisition I Corp. • January 16th, 2008 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2008 (the “Underwriting Agreement”), by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. (“Deutsche Bank”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representatives of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one share of Common Stock.
CO-INVESTMENT UNIT SUBSCRIPTION AGREEMENT by and between TRIAN ACQUISITION I CORP. and TRIAN FUND MANAGEMENT, L.P. ____________________________ Dated as of January___, 2008 ____________________________Investment Unit Subscription Agreement • January 16th, 2008 • Trian Acquisition I Corp. • Blank checks • Delaware
