REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2021 • Virgin Group Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Virgin Group Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Virgin Group Acquisition Sponsor III LLC, a Cayman Islands 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”).
50,000,000 Units Virgin Group Acquisition Corp. III. UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2021 • Virgin Group Acquisition Corp. III • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 7th, 2021 • Virgin Group Acquisition Corp. III • 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 Virgin Group Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Virgin Group Acquisition Sponsor III LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 7th, 2021 • Virgin Group Acquisition Corp. III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between VIRGIN GROUP ACQUISITION CORP. III, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
Virgin Group Acquisition Corp. III New York, NY 10012Letter Agreement • April 7th, 2021 • Virgin Group Acquisition Corp. III • 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 Virgin Group Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 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-fifth 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 described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a regis
WARRANT AGREEMENTWarrant Agreement • April 7th, 2021 • Virgin Group Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Virgin Group Acquisition Corp. III, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2021 • Virgin Group Acquisition Corp. III • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of February 22, 2021, is made and entered into by and between Virgin Group Acquisition Corp. III., a Cayman Islands exempted company (the “Company”), and Virgin Group Acquisition Sponsor III LLC, a Cayman Islands limited liability company (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 7th, 2021 • Virgin Group Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Virgin Group Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
VIRGIN GROUP ACQUISITION CORP. III New York, New York, 10012Letter Agreement • April 7th, 2021 • Virgin Group Acquisition Corp. III • Blank checks • New York
This letter agreement (this “Agreement”) by and between Virgin Group Acquisition Corp. III (the “Company”) and Virgin Group Acquisition Sponsor III 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 New York Stock Exchange (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”):
