REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [ ], 2021, is made and entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the Company), Tristar Holdings I, LLC, a Cayman Islands limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and 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).
R E C I T A L S
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of March 15, 2021, as amended by the First Amendment to Securities Subscription Agreement, dated August 31, 2021, pursuant to which the Sponsor purchased an aggregate of 5,750,000 shares (the Founder Shares) of the Companys Class B ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares);
WHEREAS, the Sponsor subsequently transferred an aggregate of 50,000 Founder Shares to certain of the other Holders;
WHEREAS, the Founder Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), at the time of the initial Business Combination (as defined below) on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys memorandum and, as may be amended from time to time;
WHEREAS, as of [ ], 2021, the Company and the Sponsor entered into that certain Warrant Purchase Agreement, pursuant to which the Sponsor agreed to purchase 6,775,000 warrants (and up to an additional 570,000 warrants depending on the extent to which the underwriters over-allotment option is exercised) (together with all other warrants issued by the Company to the Sponsor on substantially the same terms, the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering, each Private Placement Warrant entitling the holder to purchase one share of Ordinary Shares at an exercise price of $11.50 per share; 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.
NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the