REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 7, 2021, is made and entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the Company) and Tastemaker Sponsor LLC, a Delaware limited liability company (the Sponsor and, 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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement (the Founder Shares Purchase Agreement), dated as of August 10, 2020, pursuant to which the Sponsor purchased 5,750,000 shares (the Initial Founder Shares) of the Companys Class B common stock, par value $0.0001 per share (the Class B Common Stock);
WHEREAS, on January 7, 2021, the Company declared a stock dividend with respect to the Class B common stock such that 1.2 shares of Class B common stock were issued for every one share of Class B common stock issued and outstanding (the Stock Dividend). As a result of the Stock Dividend the number of Class B common stock issued and outstanding increased by 1,150,000 shares (together with the Initial Founder Shares, the Founder Shares);
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), at the time of the initial Business Combination, or earlier, at the option of the Holders, on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated certificate of incorporation, as may be amended from time to time;
WHEREAS, on January 7, 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 8,250,000 warrants (or up to 8,700,000 warrants if the underwriters over-allotment option is exercised in full) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to fund working capital deficiencies or to finance the Companys transaction costs in connection with an intended Business Combination (as defined below), the Sponsor or certain of the Companys officers or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into an additional 1,500,000 Private Placement Warrants (the Working Capital Warrants); and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.