INDEMNITY AGREEMENTIndemnity Agreement • April 30th, 2021 • Vector Acquisition Corp III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May [●], 2021, by and between Vector Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 30th, 2021 • Vector Acquisition Corp III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May [●], 2021 by and between Vector Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
25,000,000 Shares Vector Acquisition Corporation III UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2021 • Vector Acquisition Corp III • Blank checks • New York
Vector Acquisition Corporation III, an exempted company incorporated under the laws of the Cayman Islands (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, 25,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) (said Ordinary Shares 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 3,750,000 additional Ordinary Shares 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 y
Vector Acquisition Corporation III One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 February 10, 2021Vector Acquisition Corp III • April 30th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 10, 2021 by and between Vector Acquisition Partners III, L.P., an exempted limited partnership registered in the Cayman Islands (the “Subscriber” or “you”), and Vector Acquisition Corporation III, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation 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 and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • April 30th, 2021 • Vector Acquisition Corp III • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May [●], 2021, is made and entered into by and among Vector Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), Vector Acquisition Partners III, L.P., a Cayman Islands exempted limited partnership (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”).
Vector Acquisition Corporation III One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105Letter Agreement • April 30th, 2021 • Vector Acquisition Corp III • 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 Vector Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including 3,750,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional shares). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 30th, 2021 • Vector Acquisition Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of May [●], 2021, is entered into by and between Vector Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Vector Acquisition Partners III, L.P., a a Cayman Islands exempted limited partnership (the “Purchaser”).
VECTOR ACQUISITION CORPORATION III One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105 May [●], 2021Vector Acquisition Corp III • April 30th, 2021 • 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 Vector Acquisition Corporation III (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”), Vector Acquisition Partners III, L.P. (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 One Market Street, Steuart Tower, 23rd Floor, San Francisco, California 94105 (or any successor location). In exchange therefor, the Company shall pay Sponsor a sum of $10,000 per month on the Effe
