VELOCITY MERGER CORP. 21st Floor Newport Beach, CA 92660Velocity Merger Corp. • March 30th, 2021 • Blank checks • New York
We are pleased to accept the offer VMC Sponsor, LLC (the “Subscriber” or “you”) has made to subscribe for and purchase 7,187,500 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Velocity Merger Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 30th, 2021 • Velocity Merger Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Velocity Merger Corp., a Cayman Islands exempted company (the “Company”), VMC Sponsor, LLC, a Delaware limited liability company (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”).
Velocity Merger Corp. Newport Beach, CA 92660 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 30th, 2021 • Velocity Merger Corp. • 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 Velocity Merger Corp., a Cayman Islands exempted company (the “Company”), Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursu
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 30th, 2021 • Velocity Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between Velocity Merger Corp., a Cayman Islands exempted company (the “Company”), and VMC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2021 • Velocity Merger Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Velocity Merger Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 30th, 2021 • Velocity Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Velocity Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT between Velocity Merger Corp. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021Warrant Agreement • March 30th, 2021 • Velocity Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Velocity Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
25,000,000 Units VELOCITY MERGER CORP. Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2021 • Velocity Merger Corp. • Blank checks • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Velocity Merger Corp.Velocity Merger Corp. • March 30th, 2021 • Blank checks
