INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this Agreement) is made effective as of January 7, 2021 by and between Tastemaker Acquisition Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee).
WHEREAS, simultaneously with the Offering, the Companys sponsor will purchase 8,250,000 warrants (or up to 8,700,000 shares if the underwriters over-allotment option is exercised in full) (Private Placement Warrants) from the Company for an aggregate purchase price of $8,250,000 (or up to $8,700,000 if the underwriters over-allotment option is exercised in full);
WHEREAS, the Companys registration statements on Form S-1, No. 333-249278 and 333-251953 (the Registration Statement), and prospectus (the Prospectus) for the initial public offering of the Companys units (the Units), each of which consists of one share of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the Offering), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;
WHEREAS, the Company has entered into an Underwriting Agreement (the Underwriting Agreement) with Stifel, Nicolaus & Company, Incorporated (the Representative) of the underwriters (collectively, the Underwriters) named therein; and
WHEREAS, as described in the Prospectus, $242,400,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (or $278,760,000 if the Underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the Trust Account) for the benefit of the Company and the holders of shares of Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the Property, the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the Public Stockholders, and the Public Stockholders and the Company will be referred to together as the Beneficiaries);
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $9,000,000, or $10,350,000 if the Underwriters over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and substantially concurrently with the consummation of the Business Combination (as defined below) (the Deferred Discount); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.