50,000,000 Units Vy Global Growth UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2020 • Vy Global Growth • Blank checks • New York
Vy Global Growth, a Cayman Islands exempted company (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, 50,000,000 units (the “Units”) of the Company (said units 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 7,500,000 additional units 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 you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singula
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 7th, 2020 • Vy Global Growth • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 1, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”) and Vy Global Growth Management Co., a Cayman Islands limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 15th, 2020 • Vy Global Growth • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_____], 2020 between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 7th, 2020 • Vy Global Growth • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2020, is made and entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”), Vy Global Growth Management Co., a Cayman Islands limited liability company (the “Sponsor”, and together with 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”).
Vy Global Growth Floor 4, Willow House, Cricket Square Grand Cayman, KY1-9010 Cayman IslandsLetter Agreement • October 7th, 2020 • Vy Global Growth • 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 Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 57,500,000 of the Company’s units (including 7,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth 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 P
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2020 • Vy Global Growth • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 1, 2020 by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Vy Global GrowthSecurities Subscription Agreement • September 15th, 2020 • Vy Global Growth • Blank checks • New York
This agreement (this “Agreement”) is entered into on August 19, 2020 by and between Vy Global Growth Management Co., a Cayman Islands limited liability company (the “Subscriber” or “you”), and Vy Global Growth, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 14,375,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,875,000 of which are subject to forfeiture 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’s and the Subscriber’s agreements regarding such Shares are as follows:
WARRANT AGREEMENT Vy Global Growth and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 1, 2020Warrant Agreement • October 7th, 2020 • Vy Global Growth • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 1, 2020, is by and between Vy Global Growth, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2020 • Vy Global Growth • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Vy Global GrowthVy Global Growth • September 15th, 2020 • Blank checks
Vy Global Growth October 1, 2020Vy Global Growth • October 7th, 2020 • Blank checks
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 Vy Global Growth (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”), Vy Global Growth Management Co. (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 Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effect
