REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among VPC Impact Acquisition Holdings II, a Cayman Islands exempted company (the “Company”), VPC Impact Acquisition Holdings Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and each of 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”).
INDEMNITY AGREEMENTIndemnity Agreement • February 19th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between VPC IMPACT ACQUISITION HOLDINGS II, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 19th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
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 VPC Impact Acquisition Holdings II, a Cayman Islands exempted company (the “Company”), and VPC Impact Acquisition Holdings Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 4, 2021, is by and between VPC Impact Acquisition Holdings II, 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,” and also referred to herein as the “Transfer Agent”).
VPC Impact Acquisition Holdings II c/o Victory Park Capital Advisors, LLC Chicago, IL 60606Underwriting Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings II • 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 VPC Impact Acquisition Holdings II, a Cayman Islands exempted company (the “Company”), Jefferies LLC and Citigroup Global Markets Inc., 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 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-quarter of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as describe
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between VPC Impact Acquisition Holdings II, a Cayman Islands exempted company (the “Company”), and VPC Impact Acquisition Holdings Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021 by and between VPC Impact Acquisition Holdings II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
22,500,000 Units VPC Impact Acquisition Holdings II UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
VPC IMPACT ACQUISITION HOLDINGS II c/o Victory Park Capital Advisors, LLC Chicago, Illinois 60606Administrative Services Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
This letter agreement (this “Agreement”) by and between VPC Impact Acquisition Holdings II (the “Company”) and VPC Impact Acquisition Holdings Sponsor II, 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 AND FEE AGREEMENTTermination and Fee Agreement • March 14th, 2022 • VPC Impact Acquisition Holdings II • Blank checks • Delaware
This TERMINATION AND FEE AGREEMENT (this “Agreement”), dated as of March 11, 2022, is made and entered into by and among VPC Impact Acquisition Holdings II, an exempted company incorporated in the Cayman Islands with limited liability (“VIH”), AG1 Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Holdco”), AG2 Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Merger Sub”), FinAccel Pte. Ltd., a Singapore private company limited by shares (the “Target Company”) and Akshay Garg in his capacity as the Shareholders Representative (the “Shareholders Representative”) pursuant to Section 13.18 of the Business Combination Agreement (as defined below) (each, a “Party” and collectively, the “Parties”).
Business Combination AgreementBusiness Combination Agreement • August 2nd, 2021 • VPC Impact Acquisition Holdings II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of August 2, 2021, by and among VPC Impact Acquisition Holdings II, an exempted company incorporated in the Cayman Islands with limited liability (“VIH”), AG1 Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Holdco”), AG2 Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Merger Sub”), FinAccel Pte. Ltd., a Singapore private company limited by shares (the “Target Company”), the Shareholders, and with respect to Section 13.18, Akshay Garg in his capacity as Shareholders Representative.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 2nd, 2021 • VPC Impact Acquisition Holdings II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 2, 2021 by and among AG1 Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”), VPC Impact Acquisition Holdings II, an exempted company incorporated in the Cayman Islands with limited liability (“VIH”), and the undersigned subscriber(s) (“Subscriber”).
FOUNDER HOLDER AGREEMENTFounder Holder Agreement • August 2nd, 2021 • VPC Impact Acquisition Holdings II • Blank checks
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 29th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • Delaware
THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of September 29, 2021, is made and entered into by and among VPC Impact Acquisition Holdings II, an exempted company incorporated in the Cayman Islands with limited liability (“VIH”), AG1 Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Holdco”), AG2 Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Merger Sub”), FinAccel Pte. Ltd., a Singapore private company limited by shares (the “Target Company”) and Akshay Garg in his capacity as the Shareholders Representative (the “Shareholders Representative”) pursuant to Section 13.18 of the Business Combination Agreement (as defined below).
Dated January 14, 2021 Securities Subscription Agreement between VPC Impact Acquisition Holdings II as Company and VPC Impact Acquisition Holdings Sponsor II, LLC as SubscriberSecurities Subscription Agreement • February 19th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
VPC Impact Acquisition Holdings II, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by VPC Impact Acquisition Holdings Sponsor II, LLC, a Delaware limited liability company (“Subscriber” or “you”), to subscribe for and purchase 7,187,500 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 937,500 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 Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“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:
Dated January 14, 2021 Promissory Note Principal Amount: $300,000 between VPC Impact Acquisition Holdings II as Maker and VPC Impact Acquisition Holdings Sponsor II, LLC as PayeePromissory Note • February 19th, 2021 • VPC Impact Acquisition Holdings II • Blank checks
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
22,500,000 Units VPC Impact Acquisition Holdings II UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings II • Blank checks • New York
