REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • Transformational CPG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Transformational CPG Acquisition Corp., a Delaware corporation (the “Company”) and Transformational CPG Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2021 • Transformational CPG Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Transformational CPG Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Transformational CPG Acquisition Corp.Transformational CPG Acquisition Corp. • March 15th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 21 2021 by and between Transformational CPG Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Transformational CPG 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 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 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:
INDEMNITY AGREEMENTIndemnity Agreement • March 15th, 2021 • Transformational CPG Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Transformational CPG Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 15th, 2021 • Transformational CPG Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Transformational CPG Acquisition Corp., a Delaware corporation (the “Company”), and Transformational CPG Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
Transformational CPG Acquisition Corp. New York, NY 10013Letter Agreement • March 15th, 2021 • Transformational CPG Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Transformational CPG Acquisition Corp., a Delaware corporation (the “Company”), and J.P. Morgan Securities 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 up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased by the Underwriters 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 “Class A Common Stock”), and one-third 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 $11.50 per share, subject to adjustment as described
WARRANT AGREEMENT TRANSFORMATIONAL CPG ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021Warrant Agreement • March 15th, 2021 • Transformational CPG Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Transformational CPG Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
TRANSFORMATIONAL CPG ACQUISITION CORP. New York, NY 10013Letter Agreement • March 15th, 2021 • Transformational CPG Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Transformational CPG Acquisition Corp. (the “Company”) and Transformational CPG Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Transformational CPG Acquisition Corp. 30,000,000 Units Underwriting AgreementTransformational CPG Acquisition Corp. • March 15th, 2021 • Blank checks • New York
Transformational CPG Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as a representative (the “Representative”), an aggregate of 30,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,500,000 units of the Company (the “Option Units”, together with the Underwritten Units, the “Units”).
