INDEMNITY AGREEMENTIndemnification Agreement • March 1st, 2021 • Vector Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
40,000,000 Shares Vector Acquisition Corporation II UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2021 • Vector Acquisition Corp II • Blank checks • New York
Vector Acquisition Corporation II, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than yo
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • Vector Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Vector Acquisition Corporation II One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 January 11, 2021Securities Subscription Agreement • March 1st, 2021 • Vector Acquisition Corp II • Blank checks • New York
This agreement (this “Agreement”) is entered into on January 11, 2021 by and between Vector Acquisition Partners II, L.P., an exempted limited partnership registered in the Cayman Islands (the “Subscriber” or “you”), and Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,500,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 1st, 2021 • Vector Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Vector Acquisition Partners II, L.P., a Cayman Islands exempted limited partnership (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”).
Vector Acquisition Corporation II One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 1st, 2021 • Vector 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”) entered into by and among Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc. and BofA Securities, Inc., as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 46,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including 6,000,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional shares) The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 1st, 2021 • Vector Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES 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 Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Vector Acquisition Partners II, L.P., a a Cayman Islands exempted limited partnership (the “Purchaser”).
VECTOR ACQUISITION CORPORATION II One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105Office Space Agreement • March 1st, 2021 • Vector Acquisition Corp II • Blank checks
