12,500,000 Units SIZZLE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
Sizzle Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ] 2021, by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March [ ], 2021, by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (“Agreement”), by and among SIZZLE ACQUISITION CORP., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
Sizzle Acquisition Corp. Washington, DC 20011 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
EARLYBIRDCAPITAL, INC. New York, New York 10017Sizzle Acquisition Corp. • March 19th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Sizzle Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-254182) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
This agreement is made as of [ ], 2021 between Sizzle Acquisition Corp., a Delaware corporation, with offices at 4201 Georgia Avenue NW, Washington DC 20011 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
Sizzle Acquisition Corp.Sizzle Acquisition Corp. • March 19th, 2021 • Blank checks • New York
This letter agreement by and between Sizzle Acquisition Corp. (the “Company”) and VO 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”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of __, 2021, by and among Sizzle 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”).
