REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”) and VB SPAC Holdings LLC, a Delaware limited liability company (the “Sponsor”) (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”).
WARRANT AGREEMENTWarrant Agreement • July 16th, 2021 • Venice Brands Acquisition Corp. I • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Venice Brands Acquisition Corp. I, a Delaware corporation (“Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and VB SPAC Holdings LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • Delaware
This Indemnity Agreement (this “Agreement”) is entered into as of , 2021, by and between Venice Brands Acquisition Corp I., a Delaware corporation (the “Company”), and [____________] (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
WARRANT AGREEMENT VENICE BRANDS ACQUISITION CORP. I and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated , 2021Warrant Agreement • June 2nd, 2021 • Venice Brands Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 2nd, 2021 • Venice Brands Acquisition Corp. I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and among Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
Venice Brands Acquisition Corp. I Santa Monica, CA 90405Letter Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined bel
Venice Brands Acquisition Corp. I Santa Monica, California 90403Venice Brands Acquisition Corp. I • March 25th, 2021 • New York
Venice Brands Acquisition Corp. I., a Delaware corporation (the “Company”), is pleased to accept the offer VB SPAC Holdings Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 4,312,500 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock, and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to
INVESTMENT MANAGEMENT TRUST AGREEMENTVenice Brands Acquisition Corp. I • March 25th, 2021 • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [____], 2021 by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
Venice Brands Acquisition Corp. IVenice Brands Acquisition Corp. I • March 25th, 2021 • New York
This letter agreement by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and VB SPAC Holdings LLC, a Delaware limited liability company (the “Sponsor”), effective as of the date hereof, will confirm our agreement that, commencing on March 1, 2021 and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
INFLECTION PARTNERS LLC CONSULTING AGREEMENTConsulting Agreement • June 2nd, 2021 • Venice Brands Acquisition Corp. I • Blank checks • Delaware
This Consulting Agreement (this “Agreement”) is made as of March 4, 2021, by and between VENICE BRANDS ACQUISITION CORP. I, a Delaware limited liability company (the “Company”), and INFLECTION PARTNERS LLC, a Louisiana limited liability company (“Consultant”).
COST-SHARING AGREEMENTCost-Sharing Agreement • June 2nd, 2021 • Venice Brands Acquisition Corp. I • Blank checks
THIS COST-SHARING AGREEMENT (this “Agreement”) is effective as of June 1, 2021 (the “Effective Date”), by and between (i) Venice Brands Acquisition Corp I, a Delaware corporation (the “Company”), and (ii) Venice Brands, LLC, a California limited liability company (the “Manager”).
