INDEMNITY AGREEMENTIndemnity Agreement • October 29th, 2020 • Periphas Capital Partnering Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
12,000,000 CAPSTM Periphas Capital Partnering Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
Periphas Capital Partnering Corporation, a Delaware corporation (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 (the “Representative”) are acting as representative, 12,000,000 CAPSTM (the “CAPSTM”) of the Company (said CAPSTM to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). [In the event only one underwriter is listed in Schedule I hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in that singular form listed in such Schedule I.] The Company also proposes to grant to the Underwriters an option to purchase up to 1,800,000 additional CAPSTM 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 define
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • October 29th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2020, is made and entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), PCPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between PERIPHAS CAPITAL PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 29th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between Periphas Capital Partnering Corporation, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
Periphas Capital Partnering Corporation New York, NY 10065Periphas Capital Partnering Corp • October 29th, 2020 • Blank checks • Delaware
We are pleased to accept the offer PCPC Holdings, LLC (the “Subscriber” or “you”) has made to purchase 120,000 shares of Class B common stock (the “Class B Shares”), $0.0001 par value per share (the “Class B Common Stock”), and 690,000 shares of Class F common stock (the “Class F Shares” and together with the Class B Shares, the “Shares”), $0.0001 par value per share (the “Class F Common Stock” together with the Class B Common Stock and all other classes of Company (as defined below) common stock, the “Common Stock”), up to 90,000 Class F Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), 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
Periphas Capital Partnering Corporation New York, New York 10065 Evercore Group L.L.C. New York, New York 10055 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 29th, 2020 • Periphas Capital Partnering 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 between Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and Evercore Group L.L.C. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 12,000,000 of the Company’s CAPS™ (including up to 1,800,0000 CAPS™ granted to the Underwriter that may be purchased to cover over-allotments, if any) (the “CAPS™”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-quarter of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $28.75 per share, subject to adjustment. The CAPS™ will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (th
PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENTPrivate Placement Caps™ Purchase Agreement • October 29th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
THIS PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of , 2020, is entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and PCPC Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
PERIPHAS CAPITAL PARTNERING CORPORATIONPeriphas Capital Partnering Corp • October 29th, 2020 • Blank checks • New York
