FORWARD PURCHASE AGREEMENT
This AMENDMENT (this Amendment) is made as of July 26, 2021 and amends that certain Forward Purchase Agreement (the Agreement), dated as of November 18, 2020, by and between Investindustrial Acquisition Corp., a Cayman Islands exempted company (the Company), and Strategic Holding Group S.à r.l., a private limited liability company under the laws of Luxembourg (the Purchaser). The Company and the Purchaser shall be referred to herein from time to time collectively as the Parties and each individually as a Party. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such term in the Agreement.
WHEREAS, on July 18, 2021, the Company, Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (Zegna), and EZ Cayman, a Cayman Islands exempted company (Merger Sub), entered into that certain Business Combination Agreement (the BCA), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving entity in the merger and, after giving effect to such merger, the Company will become a subsidiary of Zegna, on the terms and subject to the conditions therein (such transaction and the other transactions consummated pursuant to the BCA, the Transaction);
WHEREAS, in connection with the Transaction, and in accordance with Section 6.22 of the BCA, the Parties desire to amend the Agreement such that, as amended, the Purchaser will commit to purchase from the Company 22,500,000 Class A ordinary shares of IIAC for an aggregate purchase price of 184,500,000, subject to adjustment in accordance with the terms set forth in this Amendment, which purchase shall be consummated on the Closing Date;
WHEREAS, Section 8(l) of the Agreement provides that the Agreement may not be amended, modified or waived, except with the prior written consent of the Parties; and
WHEREAS, the Parties desire to modify and amend the Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
1. Section 1(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:
The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 22,500,000 Forward Purchase Shares (the Number of Forward Purchase Shares) for an aggregate purchase price of 184,500,000 (the FPS Purchase Price).