FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2020, is made and entered into by and among SCVX Corp., a Cayman Islands exempted company (the “Company”), SCVX USA LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF WARRANT AGREEMENT SCVX CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [·], 2020Warrant Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2020, is by and between SCVX Corp., 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between SCVX Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between SCVX Corp., a Cayman Islands exempted company (the “Company”), and SCVX USA LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF LETTER AGREEMENTLetter Agreement • January 14th, 2020 • SCVX Corp. • 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 or proposed to be entered into by and between SCVX Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half 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 shall be sold in the Public Offering pursuant to a registration
FORM OF ADMINISTRATIVE SERVICES AGREEMENT SCVX Corp. 1717 Pennsylvania Ave NW, #625 Washington, DC 20006Administrative Services Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between SCVX Corp. (the “Company”) and Strategic Cyber Ventures, LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) 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 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCVX USA LLC, shall make available to the Company, at 1717 Pennsylvania Ave NW, #625, Washington, DC 20006 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support serv
