50,000,000 Units Vy Global Growth UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2020 • Vy Global Growth • Blank checks • New York
Vy Global Growth, a Cayman Islands exempted company (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, 50,000,000 units (the “Units”) of the Company (said units 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 7,500,000 additional units 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 you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singula
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 30th, 2020 • Vy Global Growth • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”) and Vy Global Growth Management Co., a Cayman Islands limited liability company (the “Purchaser”).
Vy Global Growth Floor 4, Willow House, Cricket Square Grand Cayman, KY1-9010 Cayman Islands Re: Initial Public OfferingLetter Agreement • September 30th, 2020 • Vy Global Growth • 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 Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 57,500,000 of the Company’s units (including 7,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the P
WARRANT AGREEMENT Vy Global Growth and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • September 30th, 2020 • Vy Global Growth • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Vy Global Growth, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2020 • Vy Global Growth • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
