INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2021 • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2021 • VectoIQ Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 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”).
WARRANT AGREEMENTWarrant Agreement • January 12th, 2021 • VectoIQ Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 6, 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”).
30,000,000 Units VECTOIQ ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2021 • VectoIQ Acquisition Corp. II • Blank checks • New York
UNIT Subscription AGREEMENTUnit Subscription Agreement • January 12th, 2021 • 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 6, 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 • January 12th, 2021 • VectoIQ Acquisition Corp. II • Blank checks • New York
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-fifth 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 o
