Velocity Acquisition Corp. 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2021 • Velocity Acquisition Corp. • Blank checks • New York
Velocity Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Canaccord Genuity LLC are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (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. Certain capitalized terms used in this Agreement and not otherwise defined are defined in S
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2021 • Velocity Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 22, 2021 by and between Velocity 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 • February 12th, 2021 • Velocity Acquisition Corp. • Blank checks • 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 Velocity Acquisition Corp., a Delaware corporation (the “Company”), and Velocity Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2021 • Velocity Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 22, 2021, is made and entered into by and among Velocity Acquisition Corp., a Delaware corporation (the “Company”), and Velocity Sponsor LLC, a Delaware limited liability company (the “Sponsor”, and together with 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”).
Velocity Acquisition Corp. Ridgefield, CT 06877Underwriting Agreement • February 26th, 2021 • Velocity Acquisition Corp. • Blank checks
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 Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., (“Citigroup”) and Canaccord Genuity LLC (“Canaccord”), as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share,
INDEMNITY AGREEMENTIndemnification Agreement • February 12th, 2021 • Velocity Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Velocity Acquisition Corp., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).
WARRANT AGREEMENT VELOCITY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 26th, 2021 • Velocity Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 22, 2021, is by and between Velocity Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 26th, 2021 • Velocity Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 22, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Velocity Acquisition Corp., a Delaware corporation (the “Company”), and Velocity Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Velocity Acquisition Corp. Ridgefield, CT 06877Securities Subscription Agreement • February 12th, 2021 • Velocity Acquisition Corp. • Blank checks • New York
Velocity Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by Velocity Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Velocity Acquisition Corp. Ridgefield, CT 06877Administrative Services Agreement • February 26th, 2021 • Velocity Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Velocity Acquisition Corp. (the “Company”) and Velocity Sponsor 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”):
TERMINATION OF BUSINESS COMBINATION AGREEMENTTermination of Business Combination Agreement • November 10th, 2021 • Velocity Acquisition Corp. • Retail-catalog & mail-order houses • Delaware
Termination of Business Combination Agreement, dated as of November 9, 2021 (this “Termination Agreement”) among Velocity Acquisition Corp., a Delaware corporation (“Velocity”), VBLG Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), VBLG Blocker Merger Sub, LLC, a Delaware limited liability company (“Blocker Merger Sub”, and together with Velocity and Company Merger Sub, the “Velocity Parties”), BBQ Holding, LLC, a Delaware limited liability company (the “Company”), BVP BBQ Blocker, LP, a Delaware limited partnership (“Blocker”) and BVP BBQ General Partner, LLC, a Delaware limited liability company (the “BVP GP”), solely in its capacity as representative of the Blocker Owners and the Company Unitholders (the “Seller Representative”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. The Velocity Parties, the Company, B
Re: Sponsor AgreementSponsor Agreement • July 20th, 2021 • Velocity Acquisition Corp. • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Business Combination Agreement dated as of the date hereof, by and among Velocity Acquisition Corp., a Delaware corporation (“Velocity”), BBQ Holding, LLC (the “Company”) and the other parties thereto (the “Business Combination Agreement”) and hereby amends and restates in its entirety that certain letter, dated February 22, 2021 from Velocity Sponsor, LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of Velocity’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to Velocity (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 1 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
