UNDERWRITING AGREEMENT between SIZZLE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: November 3, 2021Underwriting Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
The undersigned, Sizzle Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or 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:
WARRANT AGREEMENTWarrant Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
This agreement is made as of November 3, 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 limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 3, 2021, by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 3rd day of November, 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”).
Sizzle Acquisition Corp. Washington, DC 20011 Cantor Fitzgerald & Co.Underwriting Agreement • November 8th, 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 Cantor Fitzgerald & Co. as representative (the “Representative”) of the Underwriters (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.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of November 3, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
Sizzle Acquisition Corp.Sizzle Acquisition Corp. • November 8th, 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”):
PRIVATE PLACEMENT SHARES SUBSCRIPTION AGREEMENTPrivate Placement Shares Subscription Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of the 3rd day of November 2021, by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
