WARRANT AGREEMENTWarrant Agreement • January 12th, 2022 • Viscogliosi Brothers Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of January 6, 2022, between Viscogliosi Brothers Acquisition Corp., a Delaware corporation, with offices at 505 Park Avenue, 14th Floor, New York, NY 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • January 12th, 2022 • Viscogliosi Brothers Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 6, 2022, by and between Viscogliosi Brothers Acquisition Corp., a Delaware corporation (the “Company”), and Jack E. Zigler (“Indemnitee”).
Viscogliosi Brothers Acquisition Corp. New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 12th, 2022 • Viscogliosi Brothers Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Viscogliosi Brothers Acquisition Corp., a Delaware corporation (the “Company”) and Raymond James & Associates, Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration stateme
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2022 • Viscogliosi Brothers Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2022, is made and entered into by and among Viscogliosi Brothers Acquisition Corp., a Delaware corporation (the “Company”), VBOC Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and each of 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2022 • Viscogliosi Brothers Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 6, 2022 by and between Viscogliosi Brothers Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 12th, 2022 • Viscogliosi Brothers Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 6, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Viscogliosi Brothers Acquisition Corp., a Delaware corporation (the “Company”), and VBOC Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
VISCOGLIOSI BROTHERS ACQUISITION CORP. 7,500,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2022 • Viscogliosi Brothers Acquisition Corp • Blank checks • New York
Viscogliosi Brothers Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Raymond James & Associates, Inc. is acting as representative (the “Representative”), an aggregate of 7,500,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, $0.0001 par value (the “Common Stock”), of the Company and one-half of one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,125,000 units (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the “Units.” The Units are described more fully in the Prospectus (as defined below). The initial public offeri
SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTSponsor Private Placement Warrants Purchase Agreement • December 30th, 2021 • Viscogliosi Brothers Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Viscogliosi Brothers Acquisition Corp., a Delaware corporation (the “Company”), and VBOC Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
Viscogliosi Brothers Acquisition Corp.Viscogliosi Brothers Acquisition Corp • December 30th, 2021 • Blank checks • New York
This letter agreement by and between Viscogliosi Brothers Acquisition Corp. (the “Company”) and [●] (the “Supporter”), an affiliate of VBOC Holdings, LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTUnderwriter Private Placement Warrants Purchase Agreement • December 30th, 2021 • Viscogliosi Brothers Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Viscogliosi Brothers Acquisition Corp., a Delaware corporation (the “Company”), and Raymond James & Associates, Inc. (the “Underwriter”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 30th, 2021 • Viscogliosi Brothers Acquisition Corp • Blank checks
The undersigned hereby subscribes for 2,156,250 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 12th, 2022 • Viscogliosi Brothers Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 6, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Viscogliosi Brothers Acquisition Corp., a Delaware corporation (the “Company”), and Raymond James & Associates, Inc. (the “Underwriter”).
Viscogliosi Brothers Acquisition Corp.Viscogliosi Brothers Acquisition Corp • January 12th, 2022 • Blank checks • New York
This letter agreement by and between Viscogliosi Brothers Acquisition Corp. (the “Company”) and Viscogliosi Brothers, LLC (the “Supporter”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
