THIS INVESTMENT AGREEMENT (this Agreement), dated as of August 18, 2021, is by and among (i) Tristar Acquisition I Corp., a Cayman Islands exempted company (the SPAC), (ii) Tristar Holdings I LLC, a Cayman Islands limited liability company (the Sponsor), and (iii) Cable One, Inc., a Delaware corporation (the Investor).
WHEREAS, the SPAC has filed, or will file, with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form S-1 (as amended, the Registration Statement) for the initial public offering (the IPO) of units of the SPAC at a price of $10.00 per unit (the Units), each comprised of one Class A ordinary share, par value $0.0001 per share, of the SPAC (the Class A Shares) and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the Warrants).
WHEREAS, in connection with the IPO, the Investor has expressed an interest in acquiring up to 9.9% of the Units offered in the IPO, or up to 1,980,000 Units (assuming an aggregate of
20,000,000 Units are offered in the IPO), without giving effect to any exercise of the underwriters over-allotment option (such Units, the IPO Indication), at the initial public offering price of $10.00 per Unit.
WHEREAS, the parties wish to enter into this Agreement pursuant to which, upon the terms and subject to the conditions hereof, the Investor will purchase from the Sponsor Class B ordinary shares, par value $0.0001 per share, of the SPAC (the Founder Shares) at a purchase price of $3.000003 per share. The Founder Shares will convert into Class A Shares on a one-for- one basis, subject to adjustment, upon the terms and conditions set forth in the memorandum and articles of association of the SPAC, as amended from time to time (the Articles).
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Sale and Purchase.
(a) In connection with the IPO Indication, and subject to the satisfaction of the conditions set forth in Section 1(b), the Sponsor hereby agrees to sell and transfer to the Investor 333,333 Founder Shares (the Transferred Shares) for an aggregate purchase price of $1,000,000 (the Transfer Price), and the Investor hereby agrees to purchase the Transferred Shares (the Investment), on the date of the closing of the IPO. Concurrently with, and in consideration for, the sale and transfer of the Transferred Shares to the Investor, the Investor shall pay the Transfer Price to the Sponsor in immediately available funds. The SPAC shall update its register of the members of the SPAC to reflect the Transfer of the Transferred Shares as soon as practicable following the foregoing purchase and sale of the Transferred Shares.
(b) Subject to (i) the fulfillment by the Investor of the IPO Indication (which shall include the purchase of 9.9% of the Units offered in the IPO (or at least 1,980,000 Units if the aggregate number of Units offered in the IPO exceeds 20,000,000), or such lesser amount allocated to the Investor by the underwriters in the IPO, at the initial public offering price of $10.00 per Unit) and (ii) the Investors payment in full of the Transfer Price as contemplated by Section 1(a) of this Agreement, the Investment shall occur and be effective upon the closing of the IPO, automatically and without any further action of any party hereto.