INDEMNITY AGREEMENTIndemnity Agreement • December 29th, 2020 • VectoIQ Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January ___, 2021, by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 29th, 2020 • VectoIQ Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between VectoIQ Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • December 29th, 2020 • VectoIQ Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January ___, 2021, is by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2020 • VectoIQ Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January __, 2021, is made and entered into by and among VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), VectoIQ Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of 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”).
VectoIQ Acquisition Corp. IIVectoIQ Acquisition Corp. II • December 29th, 2020 • Blank checks • New York
We are pleased to accept the offer VectoIQ Holdings II, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), up to 1,125,000 of which are 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 expected to be 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 below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
UNIT Subscription AGREEMENTUnit Subscription Agreement • December 29th, 2020 • VectoIQ Acquisition Corp. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January __, 2021, is entered into by and among VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Vecto Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
VectoIQ Acquisition Corp. IILetter Agreement • December 29th, 2020 • VectoIQ Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Cowen and Company, LLC and Morgan Stanley & Co. LLC, as the representatives (the “Representatives”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each Unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price
30,000,000 Units VECTOIQ ACQUISITION CORP. II UNDERWRITING AGREEMENTUnit Purchase Agreement • December 29th, 2020 • VectoIQ Acquisition Corp. II • Blank checks • New York
VectoIQ Acquisition Corp. II 1354 Flagler Drive Mamaroneck, NY 10543VectoIQ Acquisition Corp. II • December 29th, 2020 • Blank checks • New York
