INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2021 • Vector Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • Vector Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Vector Acquisition Corporation II One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 January 11, 2021Vector Acquisition Corp II • March 1st, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on January 11, 2021 by and between Vector Acquisition Partners II, L.P., an exempted limited partnership registered in the Cayman Islands (the “Subscriber” or “you”), and Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,500,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 12th, 2021 • Vector Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2021, is made and entered into by and among Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Vector Acquisition Partners II, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Vector Acquisition Corporation II One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105Letter Agreement • March 12th, 2021 • Vector Acquisition Corp II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc. and BofA Securities, Inc., as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 51,750,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including 6,750,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional shares) The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
45,000,000 Shares Vector Acquisition Corporation II UNDERWRITING AGREEMENTVector Acquisition Corp II • March 12th, 2021 • Blank checks • New York
Vector Acquisition Corporation II, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 45,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,750,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than yo
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 12th, 2021 • Vector Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 9, 2021 by and between Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 12th, 2021 • Vector Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 9, 2021, is entered into by and between Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Vector Acquisition Partners II, L.P., a a Cayman Islands exempted limited partnership (the “Purchaser”).
working capital loan AGREEMENTWorking Capital Loan Agreement • November 9th, 2023 • Vector Acquisition Corp II • Blank checks
THIS WORKING CAPITAL LOAN AGREEMENT (this “Agreement”), dated as of August 11, 2023, is made and entered into by and between Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Vector Acquisition Partners II, L.P., a Cayman Islands exempted partnership (the “Sponsor”) (together with the Company, the “Parties”).
FORM OF SHARE TRANSFER AGREEMENTForm of Share Transfer Agreement • March 6th, 2023 • Vector Acquisition Corp II • Blank checks • New York
This Share Transfer Agreement (“Agreement”) dated March 3, 2023, by and among [●] (the “Holder”), Vector Acquisition Partners II, L.P. (the “Insider”), a Cayman Islands limited partnership, and Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2023 • Vector Acquisition Corp II • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of March 8, 2023, by and between Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
VECTOR ACQUISITION CORPORATION II One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105 March 9, 2021Vector Acquisition Corp II • March 12th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Vector Acquisition Corporation II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Vector Acquisition Partners II, L.P. (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at One Market Street, Steuart Tower, 23rd Floor, San Francisco, California 94105 (or any successor location). In exchange therefor, the Company shall pay Sponsor a sum of $10,000 per month on the Effect
VECTOR ACQUISITION CORPORATION II One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105Vector Acquisition Corp II • March 1st, 2021 • Blank checks
