Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On April 17, 2023, Anzu Special Acquisition
Corp I, a Delaware corporation (“Anzu”), entered into a business
combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), by and among Anzu, Envoy Merger Sub, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Anzu (“Merger Sub”), and Envoy Medical Corporation, a
Minnesota corporation (“Envoy”). Capitalized terms used herein but not
defined shall have the meanings assigned to them in the Business Combination Agreement.
The Business Combination
The Business Combination Agreement provides that, among other things
and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and
transactions contemplated by the Business Combination Agreement, the “Business Combination”):
(i) at the closing of the Business Combination (the “Closing”),
upon the terms and subject to the conditions of the Business Combination Agreement and in accordance with the Delaware General Corporation
Law, as amended (“DGCL”) and the Minnesota Business Corporation Act (the “Minnesota Statutes”),
Merger Sub will merge with and into Envoy, the separate corporate existence of Merger Sub will cease and Envoy will be the surviving corporation
and a wholly owned, privately-held subsidiary of Anzu (the “Merger”);
(ii)
as a result of the Merger, among other things, (a) each share of Envoy common
stock, par value $0.01 per share (the “Company Common Stock”), issued and outstanding (including Company Common Stock
issued upon the exercise or conversion of Company Warrants, Company Convertible Notes or Company Preferred Stock) shall be canceled and
converted into the right to receive a number of shares of Anzu’s Class A common stock, par value $0.0001 per share (the “Anzu
Class A Common Stock”), equal to the Exchange Ratio (as calculated pursuant to the Business Combination Agreement), amounting
to Aggregate Closing Merger Consideration of 15 million shares of Anzu Class A Common Stock (subject to adjustment as provided in the
Business Combination Agreement); (b) each outstanding option to purchase shares of Company Common Stock will be cancelled in exchange
for nominal consideration; (c) immediately prior to the effective time of the Merger, each outstanding Company Warrant will automatically,
depending on the applicable exercise price, be canceled or exercised on a net exercise basis and converted into shares of Company Common
Stock in accordance with its terms; and (d) immediately prior to the effective time of the Merger, each outstanding Company Convertible
Note will automatically be converted into shares of Company Common Stock in accordance with its terms and
(iii) Anzu will change its name to “Envoy Medical,
Inc.” (the “Post-Combination Company”), which will continue as the surviving public corporation after the Closing.
The Board
of Directors of Anzu has (i) determined this Business Combination Agreement to be fair and in the best interests of Anzu and its
stockholders, (ii) approved the Business Combination Agreement and the documents and transactions contemplated thereby, and (iii) recommended
the approval and adoption by Anzu’s stockholders of the Business Combination Agreement and the transactions contemplated thereby.
Anzu Exchange Offer
The
Business Combination Agreement provides that, concurrently with the effectiveness of the proxy statement / registration statement
on Form S-4 to be filed by Anzu in connection with the Business Combination (the “Registration Statement”), Anzu will
commence an exchange offer pursuant to which stockholders of Anzu that elect not to redeem their shares of Anzu Class A Common Stock in
connection with the Business Combination may elect to exchange each share of Anzu Class A Common Stock for one share of Series A Preferred
Stock (as described below) (the “Anzu Exchange Offer”). The Anzu Exchange Offer will close as soon as reasonably practicable
following the completion of the Business Combination.
Company Bridge Note
In connection with the transactions contemplated by the Business Combination,
concurrently with the execution and delivery of the Business Combination Agreement, Envoy has entered into a convertible promissory note
(the “Company Bridge Note”) pursuant to which it may borrow from a stockholder of Envoy (the “Company Bridge
Note Holder”) up to a maximum principal sum of $10,000,000. Contingent upon, and effective concurrently with, the PIPE Closing
(as defined below), Anzu will issue shares of Series A Preferred Stock (as defined below) to the Company Bridge Note Holder in exchange
for the Company Bridge Note (the “Company Bridge Financing”). The Company Bridge Note Holder will have certain customary
registration rights, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy
back rights, pursuant to the A&R Registration Rights Agreement (as described below) with respect to any shares of Anzu Class A Common
Stock issuable upon conversion of the Series A Preferred Stock.
Conditions to Closing
The Business Combination Agreement is subject to the satisfaction or
waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements
and transactions by the respective stockholders of Anzu and Envoy, (ii) effectiveness of the Registration Statement, (iii) expiration
or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of approval
for listing on The Nasdaq Stock Market or another national securities exchange of the shares of Anzu Class A Common Stock to be issued
in connection with the Business Combination, (vi) that Anzu have at least $5,000,001 of net tangible assets remaining after giving effect
to redemptions and the PIPE Investment (as defined below), (vii) the absence of any injunctions or laws prohibiting the Business Combination,
(viii) the absence of a Company Material Adverse Effect or SPAC Material Adverse Effect, (ix) the aggregate number of shares of Envoy
held by shareholders of Envoy who have demanded appraisal for such Envoy stock in accordance with the Minnesota Statues being less than
5% of the shares of Envoy’s capital stock outstanding at the record date for the Envoy shareholder meeting and (x) customary bringdown
of the representations, warranties and covenants of the parties therein.
Covenants
The Business Combination Agreement contains additional covenants, including,
among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, subject
to certain exceptions, (ii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions,
(iii) Envoy to prepare and deliver to Anzu certain consolidated financial statements of Envoy, (iv) Anzu and Envoy jointly to prepare,
and Anzu to file, a Registration Statement and take certain other actions to obtain the requisite approval of Anzu stockholders of certain
proposals regarding the Business Combination and (v) the parties to use reasonable best efforts to obtain necessary approvals from governmental
agencies.
Representations and Warranties
The Business Combination Agreement contains customary representations
and warranties by Anzu, Merger Sub and Envoy. The representations and warranties of the respective parties to the Business Combination
Agreement will not survive the Closing.
No Solicitation
The Business Combination Agreement requires
that during the period from the date of the Business Combination Agreement and continuing until the earlier (i) the Closing and (ii) the
termination of the Business Combination Agreement, Envoy will not, and will cause its controlled affiliates, employees, agents, officers,
directors and representatives not to, directly or indirectly, (a) solicit or enter into discussions or transactions with, or encourage,
or provide any information to, any corporation, partnership or other entity or group concerning (1) any sale of assets of Envoy, (2) the
issuance or acquisition of the outstanding capital stock or other voting securities of Envoy, or (3) any conversion, consolidation, merger,
liquidation, dissolution or similar transaction, (b) enter into any agreement regarding, continue or otherwise participate in any discussions
regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected
to lead to, a transaction concerning any sale of assets, issuance or acquisition of outstanding capital stock or voting securities, or
any conversion, consolidation, merger, liquidation, dissolution or similar transaction, or (c) commence, continue or renew any due diligence
investigation regarding any such transaction.
Termination
The Business Combination Agreement may be terminated at any time prior
to the Closing (i) by mutual written consent of Anzu and Envoy; (ii) by written notice by Anzu or Envoy if the Effective Time (as defined
in the Business Combination Agreement) shall not have occurred prior to (x) September 30, 2023 or (y) December 31, 2023, if Anzu obtains
the requisite approval of the its stockholders to extend the deadline for Anzu to consummate its initial business combination to such
date (the “Outside Date”); (iii) by written notice by either Anzu or Envoy if any Governmental Authority of competent
jurisdiction in the United States shall have enacted, issued, promulgated, enforced, or entered any permanent injunction, order, decree
or ruling which has become final and nonappealable and has the effect of making consummation of the Business Combination illegal or otherwise
preventing or prohibiting consummation of the Business Combination; (iv) by written notice by Anzu or Envoy, if certain approvals of the
shareholders of Anzu, to the extent required under the Business Combination Agreement, are not obtained as set forth therein; (v) by written
notice by Anzu if certain approvals of the stockholders of Envoy, to the extent required under the Business Combination Agreement, are
not obtained within seventeen (17) business days after the Registration Statement has been declared effective by the U.S. Securities and
Exchange Commission (the “SEC”) and delivered or otherwise made available to stockholders; (vi) by written notice by
Anzu upon a breach of any representation, warranty, covenant or agreement on the part of Envoy set forth in the Business Combination Agreement
(subject to an opportunity to cure, if such violation or breach is capable of being cured); (vii) by written notice by Envoy upon a breach
of any representation, warranty, covenant or agreement on the part of Anzu set forth in the Business Combination Agreement (subject to
an opportunity to cure, if such violation or breach is capable of being cured); (viii) by written notice by Anzu if Envoy fails to deliver
certain financial statements on or before April 30, 2023; (ix) by written notice by Anzu if the aggregate number of shares of Envoy held
by shareholders of Envoy who have demanded appraisal for such Envoy stock in accordance with the Minnesota Statues equals or exceeds 5%
of the shares of Envoy’s capital stock outstanding at the record date for the Envoy shareholder meeting; or (x) by written notice
by either Anzu or Envoy if immediately following the Closing Anzu will not have $5,000,001 of net tangible assets remaining after giving
effect to redemptions and the PIPE Investment.
The foregoing summary of the Business Combination Agreement is qualified
in its entirety by reference to the text of the Business Combination Agreement, which is filed as Exhibit 2.1 hereto and incorporated
herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective parties
thereto made to each other as of the date of the Business Combination Agreement or other specific dates. The Business Combination Agreement
has been included as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not
intended to provide any other factual information about Anzu, Envoy or any other party to the Business Combination Agreement or any related
agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination
Agreement, are subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made
for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these
matters as facts) and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable
to investors and security holders. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement
and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of
the actual state of facts or condition of any party to the Business Combination Agreement. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information
may or may not be fully reflected in Anzu’s public disclosures.
Certain Related Agreements
Subscription Agreement
Concurrently with the execution of the Business Combination Agreement,
Anzu and Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), entered into a subscription agreement
(the “Subscription Agreement”), providing that, among other things, the Sponsor has agreed to subscribe for and purchase,
and Anzu has agreed to issue and sell to Sponsor, 1,000,000 shares of Anzu’s Series A Convertible Preferred Stock, par value $0.0001
per share (the “Series A Preferred Stock”) at a price of $10.00 per share, for gross proceeds of $10,000,000, in a
private placement to be consummated as promptly as practicable following the filing of the Certificate of Designation (as defined below),
on the terms and subject to the conditions set forth in the Subscription Agreement (the “PIPE Investment”).
The Subscription Agreement will terminate with no further force and
effect upon the earliest to occur of: (i) such date and time as the Business Combination Agreement is terminated in accordance with its
terms without being consummated, (ii) upon the mutual written agreement of each of Anzu, the Sponsor and Envoy to terminate the Subscription
Agreement, (iii) if the closing of the PIPE Investment (the “PIPE Closing”) has not occurred by such date other than
as a result of a breach of the Sponsor’s obligations under the Subscription Agreement, upon the date that is 30 days after the Outside
Date or (iv) if any of the conditions to the PIPE Closing set forth in the Subscription Agreement are not satisfied or waived, or are
not capable of being satisfied, on or prior to the PIPE Closing and, as a result thereof, the PIPE Investment will not be and is not consummated
at the PIPE Closing.
The Sponsor will have certain customary registration rights, including
rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights, pursuant to the
A&R Registration Rights Agreement (as described below) with respect to any shares of Anzu Class A Common Stock issuable upon conversion
of the Series A Preferred Stock.
The foregoing summary of the Subscription Agreement is qualified in
its entirety by reference to the text of the Subscription Agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by
reference.
Certificate of Designation
Designation of Series A Preferred Stock
The terms of the Series A Preferred Stock to be issued in connection
with the Anzu Exchange Offer, the PIPE Investment and the Company Bridge Financing will be set forth in a Certificate of Designation to
be filed with the Secretary of State of the State of Delaware immediately following the Closing (the “Certificate of Designation”).
Below is a summary description of the material rights, designations
and preferences of the Series A Preferred Stock (all capitalized terms used in this section but not otherwise defined shall have the meanings
assigned to them in the Certificate of Designation).
Dividend Rights; Liquidation Rights
The deemed
original issuance price will be $10.00 per share of Series A Preferred Stock (the “Original Issuance Price”). The holders
of Series A Preferred Stock (each, a “Series A Holder” and collectively, the “Series A Holders”)
will be entitled to dividends (“Regular Dividends”) at the rate of 12% per annum on the Original Issuance Price. The
Series A Holders will be also entitled to fully participate in any dividends or other distributions declared or paid on the Anzu
Class A Common Stock (“Participating Dividends” and, together with Regular Dividends, “Dividends”).
Regular Dividends will be payable in cash quarterly in arrears. The Series A Preferred Stock will rank, with respect to dividend rights
and rights on the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the Post-Combination
Company, senior to the Anzu Class A Common Stock.
In the event
of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Post-Combination Company, each share of Series
A Preferred Stock will be entitled to receive an amount equal to the greater of (i) the Original Issuance Price plus any accrued and unpaid
Dividends on such share of Series A Preferred Stock up to, but excluding, the date of payment of such amounts and (ii) the amount a Series
A Holder would have received had such Series A Holder, immediately prior to such voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Post-Combination Company, converted such share of Series A Preferred Stock into Anzu Class A Common
Stock pursuant to the terms of the Certificate of Designation.
The Series
A Preferred Stock will not be listed; however, the Post-Combination Company must maintain sufficient authorized shares of Anzu
Class A Common Stock to permit the shares of Series A Preferred Stock to be voluntarily (at the sole discretion of the holder) or mandatorily
(subject to certain conditions) converted to shares of Anzu Class A Common Stock, which the Post-Combination Company will list on the
same exchange as where the shares of Anzu Class A Common Stock issued in connection with the Closing are listed.
Conversion Rights
Each Series
A Holder will have the right, at its option, to convert its Series A Preferred Stock, in whole or in part, into fully paid and non-assessable
shares of Anzu Class A Common Stock at a conversion price equal to $11.50 per share, subject to certain customary adjustments in
the event of certain events affecting the price of the Anzu Class A Common Stock (the “Conversion Price”). The Post-Combination
Company may mandatorily convert the Series A Preferred Stock to Anzu Class A Common Stock at the Conversion Price if, at any time commencing
90 days following the Closing, the closing price per share of Anzu Class A Common Stock is greater than $15.00 for any 20 trading days
within any 30-trading day period.
The foregoing summary of the Certificate of Designation is qualified
in its entirety by reference to the text of the form of Certificate of Designation, which is attached as Exhibit B to the Business Combination
Agreement and incorporated herein by reference.
Sponsor Support Agreement
Anzu
and the Sponsor, concurrently with the execution and delivery of the Business Combination Agreement, have entered into the Sponsor Support
and Forfeiture Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed, among other things,
(i) subject to and upon the Closing, forfeit 10,010,000 shares of Anzu’s Class B common stock, par value $0.0001 per share (the
“Anzu Class B Common Stock”) less the Retained Sponsor Shares, (ii) subject to and upon the Closing, to forfeit
all of the 12,500,000 outstanding Anzu private placement warrants, each exercisable for one share of Anzu Class A Common
Stock, held by the Sponsor, (iii) to vote 10,010,000 shares of Anzu Class B Common Stock held by the Sponsor (the “Covered Shares”),
or approximately 70.3% of the issued and outstanding shares of Anzu Class A Common Stock and Anzu Class B Common Stock as of the date
of the Sponsor Support Agreement, in favor of the approval and adoption of the Business Combination Agreement, the Merger and all other
Transactions, (iv) to appear at such meeting or otherwise cause the Covered Shares to be counted as present at the Anzu stockholder meeting
for purposes of constituting a quorum, and (v) to vote the Covered Shares against any proposals which are in competition with or materially
inconsistent with, the Business Combination Agreement, in each case, subject to the terms and conditions contemplated by the Sponsor Support
Agreement. “Retained Sponsor Shares” means an amount of Anzu Class B Common Stock equal to (a) 4,500,000 shares in
the aggregate, minus (b) the Expense Excess Shares, if any; provided, however, that the Sponsor shall exchange 2,500,000
of the Retained Sponsor Shares for shares of Series A Preferred Stock in connection with the Anzu Exchange Offer (the “Exchange”).
“Expense Excess Shares” means an amount of Anzu Class B Common Stock equal to the quotient obtained by dividing
(x) the excess, if any, of (i) the Unpaid SPAC Transaction Expenses over (ii) the Anzu Transaction Expenses Cap, by (y)
$10.00.
The foregoing summary of the Sponsor Support Agreement is qualified
in its entirety by reference to the text of the Sponsor Support Agreement, which is attached as Exhibit 10.2 hereto and incorporated herein
by reference.
Shareholder Support Agreements
On April 17, 2023, Anzu entered into Shareholder Support Agreements
(the “Shareholder Support Agreements”), by and among Anzu, Envoy and executives, directors and certain 5% or greater
shareholders of Envoy (the “Key Shareholders”). Pursuant to the Shareholder Support Agreements, the Key Shareholders,
who collectively own approximately 40.1% of the issued and outstanding shares of Company Common Stock on a fully diluted basis as of the
date of the Shareholder Support Agreement, agreed to, among other things, vote (i) in favor of the Business Combination Agreement and
the transactions contemplated thereby; (ii) to authorize and approve any amendment or amendments to Envoy’s Articles of Incorporation
or other organizational documents of Envoy that are reasonably necessary for purposes of effecting the transactions contemplated by the
Business Combination Agreement, and (iii) against, and withhold consent with respect to, (a) any issuance or acquisition of shares
of capital stock or other equity securities of Envoy, merger, purchase of all or substantially all of Envoy’s assets or other business
combination transaction involving Envoy (other than the Business Combination Agreement), (b) any change in the business, management or
board of directors of Envoy (other than in connection with the Business Combination) and (c) any other matter, action or proposal that
would reasonably be expected to (x) result in a breach of any of Envoy’s covenants, agreements or obligations under the Business
Combination Agreement, (y) result in any of the conditions to the Closing set forth in the Business Combination Agreement not being satisfied
or (z) impede, frustrate, prevent or nullify any provision of the Business Combination Agreement or any of the transactions contemplated
thereby.
The foregoing summary of the Shareholder Support Agreements is qualified
in its entirety by reference to the text of the Shareholder Support Agreements, the form of which is attached as Exhibit 10.3 hereto and
incorporated herein by reference.
Amended and Restated Registration Rights and Lock-Up Agreement
The Business Combination Agreement contemplates that, at the Closing,
Anzu, the Sponsor, certain shareholders of Envoy and certain other stockholders of Anzu will enter into an Amended and Restated Registration
Rights and Lock-Up Agreement (the “A&R Registration Rights Agreement”), pursuant to which Anzu will agree to register
for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares
of Anzu Class A Common Stock and other equity securities of Anzu that are held by the parties thereto from time to time. In certain circumstances,
various parties to the A&R Registration Rights Agreement will also be entitled customary demand and/or piggyback registration rights,
in each case subject to certain limitations set forth in the A&R Registration Rights Agreement. In addition, the A&R Registration
Rights Agreement provides that the Post-Combination Company will pay certain expenses relating to such registrations and indemnify the
security holders against certain liabilities. The rights granted under the A&R Registration Rights Agreement supersede any prior registration,
qualification or similar rights of the parties with respect to Anzu securities, and all such prior agreements shall be terminated.
Additionally, under the A&R Registration Rights Agreement, the
Sponsor and certain shareholders of Envoy who are parties thereto have agreed not to transfer their shares of Anzu Class A Common Stock,
except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of six
(6) months thereafter, subject to the terms and conditions contemplated by the A&R Registration Rights Agreement.
The foregoing summary of the A&R Registration Rights Agreement
is qualified in its entirety by reference to the text of the A&R Registration Rights Agreement, the form of which is included as Exhibit
A of the Business Combination Agreement, filed as Exhibit 2.1 hereto and incorporated herein by reference.
Forward Purchase Agreement
On April 17, 2023, prior to entering into the
Business Combination Agreement, Anzu, Envoy (for purposes of the Forward Purchase Agreement, the Post-Combination Company, following the
Business Combination, together with Anzu prior to the Business Combination, as the case may be, are referred to in this section as the
“Counterparty”), and Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners,
LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO” and, together with MSOF and
MCP, collectively the “Seller”) entered into an agreement (the “Forward Purchase Agreement”) for
an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). All capitalized terms used in this
section but not otherwise defined shall have the meanings assigned to them in the Forward Purchase Agreement.
Pursuant to the terms of the Forward Purchase
Agreement, Seller intends, but is not obligated, to purchase through a broker in the open market, following the period for making redemption
elections and prior to the Closing, shares of Anzu Class A Common Stock from holders of Anzu Class A Common Stock (other than Anzu or
affiliates of Anzu) including from holders who have previously elected to redeem their Anzu Class A Common Stock (such purchased shares
of Anzu Class A Common Stock, the “Shares”) pursuant to the redemption rights set forth in Anzu’s Amended and
Restated Certificate of Incorporation, as amended (the “Governing Documents”) in connection with the Business Combination
(such holders, “Redeeming Holders”). Excluding the shares of Anzu Class A Common Stock transferred to Seller as the
Share Consideration (as defined below), the aggregate total number of Shares (the “Number of Shares”) will in no event
be more than 4,300,000 Shares (the “Maximum Number of Shares”). The Number of Shares is subject to reduction as described
under “Optional Early Termination” in the Forward Purchase Agreement. Seller also may transfer any Shares as needed to beneficially
own no more than 9.9% of the total number of shares of Anzu Class A Common Stock outstanding on a post-combination basis.
The
Forward Purchase Agreement provides that no later than the earlier of (a) one (1) business day after the Closing and (b) the date any
assets from Anzu’s trust account are disbursed in connection with the Business Combination (the “Prepayment Date”),
Seller shall be paid directly, out of the funds held in Anzu’s trust account, an amount (the “Prepayment Amount”)
equal to the product of (i) the redemption price per share indicated to investors ahead of Anzu’s redemption notice deadline (the
“Redemption Price”) and (ii) the Number of Shares less (y) 50% of the Prepayment Shortfall (as discussed below). On
the Prepayment Date, in addition to the Prepayment Amount, the Counterparty shall transfer a number of shares of Anzu Class A Common Stock
to the Seller equal to the product of (x) the Number of Shares and (y) 2.00% (such shares of Anzu Class A Common Stock, the “Share
Consideration”), which Share Consideration shall be incremental to the Maximum Number of Shares, shall not be included in the
Number of Shares under the Forward Purchase Agreement, and Seller shall have no obligations with respect to such Share Consideration in
connection with the Forward Purchase Agreement, other than to sell them pursuant to an effective FPA Registration Statement (as discussed
below) or an available exemption under the Securities Act.
The Counterparty has agreed to file a registration
statement with the SEC registering the resale of the Shares, the Shortfall Sale Shares, the Share Consideration, the Shortfall Warrants
and the Shortfall Warrant Shares (the “FPA Registration Statement”) under the Securities Act within forty-five (45)
days following the Closing. From time to time following the Closing and only after the effectiveness of the FPA Registration Statement
(the “FPA Registration Statement Effective Date”), Seller may, at its discretion, sell Shares without a payment obligation
to the Counterparty (the “Shortfall Sales”) until such time as the gross proceeds from such Shortfall Sales equal 1%
of the product of (x) the Number of Shares and (y) the Redemption Price (the “Prepayment Shortfall”). At such time
that the amount of gross proceeds generated from Shortfall Sales is equal to the Prepayment Shortfall, Counterparty shall retain an amount
equal to 50% of the Prepayment Shortfall on the Prepayment Date and Seller shall pay the remaining 50% of the Prepayment Shortfall on
the on the earlier of (a) the FPA Registration Statement Effective Date and (b) the first OET Date (as discussed below) and at such time
the Seller may not make any additional Shortfall Sales. The Seller in its sole discretion may request warrants of the Counterparty exercisable
for shares of Anzu Class A Common Stock in an amount equal to (i) 4,300,000 shares of Anzu Class A Common Stock less (ii) the Number of
Shares specified in the Pricing Date Notice (“Shortfall Warrants” and the shares of Anzu Class A Common Stock underlying
the Shortfall Warrants, the “Shortfall Warrant Shares”). The Shortfall Warrants will (i) have an exercise price equal
to the Reset Price, (ii) expire on June 30, 2024 and (iii) not provide for cashless exercise or net share settlement. The Form of Shortfall
Warrant shall be agreed upon by the parties to the Forward Purchase Agreement within 45 days of the date of the Forward Purchase Agreement.
From
time to time and on any date following the Closing (any such date, an “OET Date”), Seller may also, at its discretion,
terminate the transaction in whole or in part so long as Seller provides written notice to Counterparty which shall specify the quantity
by which the Number of Shares is to be reduced (the “Terminated Shares”). The Counterparty shall be entitled to an
amount per Terminated Share equal to the product of (x) the number of Terminated Shares multiplied by (y) the Reset Price (as defined
below), with the remainder of the proceeds going to the Seller. Following the Closing, the reset price (the “Reset Price”)
will initially be the per share Redemption Price, but will be adjusted on the first scheduled trading day of each week (each a “Reset
Date”) commencing with the first week following the thirtieth day after the Closing to the lower of (a) the per share Redemption
Price and (b) the volume weighted average price (“VWAP Price”) of the shares of Anzu Class A Common Stock of the week
immediately prior to the applicable Reset Date, but not lower than $4.00; provided, however, that the Reset Price may be further reduced
to the price at which the Counterparty sells, issues or grants any shares of Anzu Class A Common Stock or securities convertible or exchangeable
into shares of Anzu Class A Common Stock (other than as otherwise contemplated by a business combination agreement relating to the Business
Combination).
The maturity date will be the earliest to occur
of (a) the later of (x) June 30, 2024 and (y) the 365th day following the Closing and (b) the date specified by Seller in a written notice
to be delivered to Counterparty at Seller’s discretion (not earlier than the day such notice is effective) after the occurrence
of a (x) Seller VWAP Trigger Event or (y) Delisting Event (the “Maturity Date”). Upon the occurrence of the Maturity
Date, the Counterparty is obligated to pay to Seller an amount equal to the product of (1) (a) the Number of Shares as set forth in the
initial Pricing Date Notice less (b) the number of Terminated Shares, multiplied by (2) $0.25 or, if Counterparty elects to provide the
Maturity Consideration in shares of Anzu Class A Common Stock as described in the following sentence, $0.50 (the “Maturity Consideration”).
At the Maturity Date, the Counterparty will be entitled to deliver the Maturity Consideration to Seller in cash or in shares of Anzu Class
A Common Stock (other than in the case of a Delisting Event, in which case it will be at the election of the Seller). If paid in shares
of Anzu Class A Common Stock, the number of shares of Anzu Class A Common Stock shall be based on the average daily VWAP Price over 30
trading days ending on the Maturity Date, to the extent the shares of Anzu Class A Common Stock used to pay the Maturity Consideration
are freely tradeable by Seller. If such shares of Anzu Class A Common Stock used to pay the Maturity Consideration are not freely tradeable
by Seller, the Counterparty shall pay to Seller an additional amount equal to the product of (a) three (3) multiplied by (b) the (i) the
Number of Shares as set forth in the initial Pricing Date Notice less (ii) the number of Terminated Shares (the “Penalty Shares”),
provided that if such Penalty Shares become freely tradeable by Seller within 45 days after the Maturity Date, the Seller shall return
to Counterparty such number of Penalty Shares that are valued in excess of Maturity Consideration based on the 10-day VWAP ending on the
date that such Shares become freely tradeable by Seller.
The Maturity Date may be accelerated by Seller,
at its discretion, and the Counterparty shall pay Seller Break-up Consideration (as defined below) if a Delisting Event occurs.
The
Forward Purchase Agreement may be terminated if (a) a business combination agreement relating to the Business Combination is terminated
prior to the Closing or (b) if a business combination agreement relating to the Business Combination is not executed by April 30, 2023.
If the Forward Purchase Transaction is terminated after the Closing, or is terminated and the Business Combination is later consummated,
and except if due to a material breach by Seller, Anzu and Envoy, jointly and severally, will be obligated to pay Seller’s
actual out-of-pocket reasonable and documented fees, costs and expenses relating to the Forward Purchase Transactions in an amount not
to exceed $50,000 (the “Break-up Consideration”).
The Counterparty has agreed to indemnify and hold
harmless Seller, its affiliates, assignees and other parties described therein (the “Indemnified Parties”) from and
against all losses, claims, damages and liabilities under the Forward Purchase Agreement (excluding liabilities relating to the manner
in which Seller sells any Shares it owns) and reimburse each of the Indemnified Parties for their reasonable expenses (including reasonable
attorney’s fees) within thirty (30) days, upon written request, for any reasonable legal or other expenses incurred in connection
with such liabilities, subject to certain exceptions described therein, and has agreed to contribute to any amounts required to be paid
by any Indemnified Parties if such indemnification is unavailable or insufficient to hold such party harmless.
Seller has agreed to
waive any redemption rights with respect to any Shares in connection with the Business Combination. Such waiver may reduce the number
of shares of Anzu Class A Common Stock redeemed in connection with the Business Combination, which reduction could alter the perception
of the potential strength of the Business Combination.
The foregoing summary
of the Forward Purchase Agreement is qualified in its entirety by reference to the text of the Forward Purchase Agreement, which is filed
as Exhibit 10.4 hereto and is incorporated herein by reference.