REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2021 • G3 VRM Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2021, is made and entered into by and among G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), Maxim Partners LLC (“Maxim”) and G3 VRM Holdings, LLC, a Delaware limited liability company (the “Sponsor,” together with Maxim 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”).
G3 VRM ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2021 • G3 VRM Acquisition Corp. • Blank checks • New York
G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
VME Acquisition Corp. Rochester, NY 14604G3 VRM Acquisition Corp. • April 14th, 2021 • New York
This agreement (the “Agreement”) is entered into on February 22, 2021 by and between VMEA Holdings Inc., a Delaware corporation (the “Subscriber” or “you”), and VME Acquisition Corp., 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 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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:
INDEMNITY AGREEMENTIndemnity Agreement • July 7th, 2021 • G3 VRM Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 30, 2021, by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned directors and officers of the Company (each, an “Indemnitee”).
June 30, 2021Letter Agreement • July 7th, 2021 • G3 VRM 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 G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 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 right (the “Right”) entitling the holder to receive one-tenth (1/10) of one share of Common Stock (subject to adjustment) upon completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 7th, 2021 • G3 VRM Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 30, 2021, by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 8th, 2021 • G3 VRM Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • July 7th, 2021 • G3 VRM Acquisition Corp. • Blank checks
This Rights Agreement (this “Agreement”) is made as of June 30, 2021 between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 7th, 2021 • G3 VRM Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 30, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), Maxim Partners, LLC, a Delaware limited liability Company (“Maxim”) and G3 VRM Holdings, LLC, a Delaware limited liability company (“Sponsor” and together with Maxim, each a “Purchaser” and collectively, the “Purchasers”).
G3 VRM Acquisition Corp. 420 Boylston Street, Suite 302 Boston, MA 02116Letter Agreement • July 7th, 2021 • G3 VRM Acquisition Corp. • Blank checks • New York
G3 VRM Acquisition Corp. 420 Boylston Street, Suite 302 Boston, MA 02116Letter Agreement • June 8th, 2021 • G3 VRM Acquisition Corp. • Blank checks • New York
