REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 4th, 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”).
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 • December 4th, 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
FORM OF FORWARD PURCHASE AGREEMENTForm of Forward Purchase Agreement • December 4th, 2020 • Periphas Capital Partnering Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [__], 2020, by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and [______], a [____] (the “Purchaser”).
