FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • Delaware
This Indemnity Agreement (this “Agreement”) is entered into as of , 2021, by and between Venice Brands Acquisition Corp I., a Delaware corporation (the “Company”), and [____________] (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”) and VB SPAC Holdings LLC, a Delaware limited liability company (the “Sponsor”) (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 AGREEMENT VENICE BRANDS ACQUISITION CORP. I and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated , 2021Warrant Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and VB SPAC Holdings LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [____], 2021 by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
Venice Brands Acquisition Corp. I Santa Monica, CA 90405Underwriting Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined bel
Venice Brands Acquisition Corp. IConsulting Services Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • New York
This letter agreement by and between Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and VB SPAC Holdings LLC, a Delaware limited liability company (the “Sponsor”), effective as of the date hereof, will confirm our agreement that, commencing on March 1, 2021 and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
Venice Brands Acquisition Corp. I Santa Monica, California 90403Securities Subscription Agreement • March 25th, 2021 • Venice Brands Acquisition Corp. I • New York
Venice Brands Acquisition Corp. I., a Delaware corporation (the “Company”), is pleased to accept the offer VB SPAC Holdings Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 4,312,500 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock, and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to
