WARRANT AGREEMENTWarrant Agreement • December 20th, 2021 • Virtuoso Acquisition Corp. 2 • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Virtuoso Acquisition Corp. 2, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2021 • Virtuoso Acquisition Corp. 2 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Virtuoso Acquisition Corp. 2, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Virtuoso Acquisition Corp. 2 Westport, CT 06880Securities Subscription Agreement • October 14th, 2021 • Virtuoso Acquisition Corp. 2 • Blank checks • New York
This agreement (the “ Agreement”) is entered into effective as of May 3, 2021 by and between Virtuoso Sponsor 2, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Virtuoso Acquisition Corp. 2, a Delaware corporation (the “Company,” “we” or “us”) . Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 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 and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 20th, 2021 • Virtuoso Acquisition Corp. 2 • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Virtuoso Acquisition Corp. 2, a Delaware corporation (the “Company”), and (“Indemnitee”).
Virtuoso Acquisition Corp. 2Underwriting Agreement • December 20th, 2021 • Virtuoso Acquisition Corp. 2 • 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 Virtuoso Acquisition Corp. 2, a Delaware corporation (the “Company”), Cantor Fitzgerald & Co., and Moelis & Company LLC, 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 “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 20th, 2021 • Virtuoso Acquisition Corp. 2 • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Virtuoso Acquisition Corp. 2, a Delaware corporation (the “Company”), Virtuoso Sponsor 2 LLC, a Delaware limited liability company (the “Sponsor”; 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”).
UNDERWRITING AGREEMENT among VIRTUOSO ACQUISITION CORP. 2, CANTOR FITZGERALD & CO. and MOELIS & COMPANY LLC Dated: [ ], 2021 VIRTUOSO ACQUISITION CORP. 2 UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2021 • Virtuoso Acquisition Corp. 2 • Blank checks • New York
The undersigned, Virtuoso Acquisition Corp. 2, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and Moelis & Company LLC (“Moelis” and together with Cantor Fitzgerald, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • December 20th, 2021 • Virtuoso Acquisition Corp. 2 • 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 Virtuoso Acquisition Corp. 2, a Delaware corporation (the “Company”) and Virtuoso Sponsor 2 LLC, a Delaware limited liability company (the “Purchaser”).
VIRTUOSO ACQUISITION CORP. 2Administrative Support Agreement • December 20th, 2021 • Virtuoso Acquisition Corp. 2 • Blank checks • New York
This letter agreement by and between Virtuoso Acquisition Corp. 2 (the “Company”) and Virtuoso Sponsor 2 LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-261354) (the “Registration Statement”) is declared effective (the “Effective Date”) 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”):
