11,000,000 Units Zi Toprun Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 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 • June 10th, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 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 • June 10th, 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 • June 10th, 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 CORP. PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • June 10th, 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”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • June 10th, 2022 • Zi Toprun Acquisition Corp. • Blank checks • New York
This amendment to promissory note (this “Amendment”), dated as of May 3, 2022 (the “Amendment Date”), is made and by and between Zi Toprun Acquisition Corp., a Delaware corporation (the “Maker”) and Toprun Smart Management, LLC, or its registered assigns or successors in interest (the “Payee”).
