PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this Agreement), dated [ ], 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the Company), and Tristar Holdings I, LLC, a Cayman Islands limited liability company (the Purchaser).
WHEREAS, the Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a Share), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Companys Registration Statement on Form S-l (the S-1), filed with the U.S. Securities and Exchange Commission (the SEC), File Number 333-255009, under the Securities Act of 1933, as amended (the Securities Act);
WHEREAS, the Company has entered into an Underwriting Agreement (the Underwriting Agreement) with Wells Fargo Securities, LLC, as the representative of the several underwriters named therein (the Underwriters), pursuant to which the Company has granted to the Underwriters a 45-day over-allotment option to purchase additional units (the Over-Allotment Option); and
WHEREAS, the Purchaser has agreed to purchase an aggregate of 6,775,000 warrants (the Initial Private Placement Warrants) and, in the event that the Underwriters Over-Allotment Option is exercised in full or in part, up to an additional 570,000 warrants (the Additional Private Placement Warrants and together with the Initial Private Placement Warrants, the Private Placement Warrants), each Private Placement Warrant entitling its holder to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.00 per warrant, subject to adjustment.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) On the date of the consummation of the Public Offering (the IPO Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Initial Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,775,000 (the Initial Purchase Price).
(ii) In the event that the Over-Allotment Option is exercised in full or in part, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the total number of Additional Private Placement Warrants at a price of $1.00 per warrant (the aggregate purchase price of all Additional Private Placement Warrants to be purchased hereunder being referred to as the Additional Purchase Price). The total number of Additional Private Placement Warrants to be purchased hereunder shall be in the same proportion as the