REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 24, 2020, is made and entered into by and among 10X Capital Venture Acquisition Corp, a Delaware corporation (the “Company”), 10X Capital SPAC Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (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”).
WARRANT AGREEMENTWarrant Agreement • November 27th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2020, is by and between 10X Capital Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 16th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November [ ], 2020 by and between 10X Capital Venture Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between 10X CAPITAL VENTURE ACQUISITION CORP and WELLS FARGO SECURITIES, LLC Dated: November 24, 2020 10X CAPITAL VENTURE ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
The undersigned, 10X Capital Venture Acquisition Corp, a Delaware corporation (the “Company”), hereby confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Wells Fargo is listed on such Schedule A, any references to Underwriters shall refer exclusively to Wells Fargo)) as follows:
10X Capital Venture Acquisition CorpUnderwriting Agreement • November 27th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 24, 2020 by and between 10X Capital Venture Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 2nd, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of October [ ], 2020, by and between 10X Capital Venture Acquisition Corp, a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
10X Capital Venture Acquisition Corp 1 World Trade Center, 85th Floor New York, NY 10007Securities Subscription Agreement • September 25th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • Delaware
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 27th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 24, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp., a Delaware corporation (the “Company”), and 10X Capital SPAC Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 5th, 2021 • 10X Capital Venture Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 3, 2021, by and among 10X Capital Venture Acquisition Corp, a Delaware corporation (the “Issuer”), REE Automotive Ltd (“REE”) and the subscriber party set forth on the signature page hereto (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 16th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp., a Delaware corporation (the “Company”), and 10X Capital SPAC Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
10X CAPITAL VENTURE ACQUISITION CORPAdministrative Services Agreement • November 27th, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and among 10X Capital Venture Acquisition Corp (the “Company”) and 10X Capital SPAC Sponsor I LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing 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”):
10X CAPITAL VENTURE ACQUISITION CORPAdministrative Services Agreement • October 2nd, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and among 10X Capital Venture Acquisition Corp (the “Company”) and 10X Capital SPAC Sponsor I LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing 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”):
Form of PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 2nd, 2020 • 10X Capital Venture Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG REE AUTOMOTIVE LTD., SPARK MERGER SUB INC., and 10X CAPITAL VENTURE ACQUISITION CORP, DATED AS OF FEBRUARY 3, 2021Merger Agreement • February 5th, 2021 • 10X Capital Venture Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 3, 2021, by and among REE Automotive Ltd., a company organized under the laws of the State of Israel (the “Company”), Spark Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and 10X Capital Venture Acquisition Corp, a Delaware corporation (“SPAC”). Each of the Company, SPAC and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.
