FORM OF WARRANT AGREEMENT between VECTOIQ ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2018, is by and between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2018 by and between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2018, is made and entered into by and among VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), VectoIQ Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cowen Investments LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Cowen Investments 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”).
VectoIQ Acquisition Corp. Mamaroneck, NY 10543VectoIQ Acquisition Corp. • May 15th, 2018 • Blank checks • New York
Reference is made to (i) the Subscription Agreement for Founder Shares, dated February 14, 2018 (the “Original Subscription Agreement”), between VectoIQ Holdings, LLC (the “Subscriber” or “you”) and VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), pursuant to which the Subscriber purchased 4,301,000 shares (the “Initial Founder Shares”) of the Company’s common stock, $.0001 par value per share (“Common Stock”), up to 561,000 of which were initially subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”), as described in the Original Subscription Agreement, and (ii) the letter agreement, dated April 19, 2018, pursuant to which the Subscriber forfeited, for no consideration, an aggregate of 435,606 of the Ini
FORM OF UNIT PURCHASE AGREEMENTUnit Purchase Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
THIS UNIT PURCHASE AGREEMENT, dated as of , 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), and Cowen Investments LLC, a Delaware limited liability company (the “Purchaser”).
VectoIQ Acquisition Corp. 1354 Flagler Drive Mamaroneck, NY 10543 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), Cowen and Company, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), and Chardan Capital Markets, LLC, as qualified independent underwriter, relating to an underwritten initial public offering (the “Public Offering”), of 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) (each, a “Unit”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant (each, a “Warrant”). Each 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 sha
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of May 14, 2018 between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), and PSAM WorldArb Master Fund Ltd., a Cayman Islands exempted limited company (the “Purchaser”).
20,000,000 Units VECTOIQ ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks
This Amendment to Subscription Agreement (this “Amendment”) is entered into as of May 14, 2018 between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), and (the “Purchaser”).
