INDEMNITY AGREEMENTIndemnification Agreement • February 5th, 2021 • SVF Investment Corp. 3 • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between SVF Investment Corp. 3, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
SVF Investment III Corp. c/o Walkers Corporate Limited, Cayman Corporate Centre Grand Cayman KY1-9008, Cayman Islands / or principal office addressSecurities Subscription Agreement • February 5th, 2021 • SVF Investment Corp. 3 • Blank checks • Delaware
We are pleased to accept the offer SVF Sponsor III (DE) LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,875,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 375,000 Shares of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of SVF Investment III Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 5th, 2021 • SVF Investment Corp. 3 • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between SVF Investment Corp. 3, a Cayman Islands exempted company (the “Company”), and SVF Sponsor III (DE) LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 5th, 2021 • SVF Investment Corp. 3 • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among SVF Investment Corp. 3, a Cayman Islands exempted company (the “Company”), SVF Sponsor III (DE) 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 and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
SVF Investment Corp. 3 One Circle Star Way San Carlos California 94070, United StatesUnderwriting Agreement • February 5th, 2021 • SVF Investment Corp. 3 • 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 SVF Investment Corp. 3, a Cayman Islands exempted company (the “Company”), the underwriters listed in the Underwriting Agreement (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 35,000,000 of the Company’s units (or 40,000,000 units that may be purchased if the Underwriters’ option to purchase additional units is exercised, the “Units”), each comprising 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 Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Pro
WARRANT AGREEMENT SVF INVESTMENT CORP. 3 and CONTINENTAL STOCK TRANSFER & TRUST COMPANY DatedWarrant Agreement • February 5th, 2021 • SVF Investment Corp. 3 • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between SVF Investment Corp. 3, 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 5th, 2021 • SVF Investment Corp. 3 • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, by and among SVF Investment Corp. 3, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • SVF Investment Corp. 3 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of by and between SVF Investment Corp. 3, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
SVF INVESTMENT CORP. 3Office Space and Administrative Services Agreement • February 5th, 2021 • SVF Investment Corp. 3 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of SVF Investment Corp. 3 (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), SVF Sponsor III (DE) LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at One Circle Star Way, San Carlos, California 94070, United States (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly
