20,000,000 Units VMG Consumer Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2021 • VMG Consumer Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT VMG CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • November 5th, 2021 • VMG Consumer Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between VMG Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
VMG Consumer Acquisition Corp. 39 Mesa Street, Suite 310 San Francisco, CA 94129Securities Subscription Agreement • November 5th, 2021 • VMG Consumer Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • November 5th, 2021 • VMG Consumer Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between VMG Consumer Acquisition Corp., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2021 • VMG Consumer Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is made and entered into by and among VMG Consumer Acquisition Corp., a Delaware corporation (the “Company”), VMG Consumer Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 5th, 2021 • VMG Consumer Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ● ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between VMG Consumer Acquisition Corp., a Delaware corporation (the “Company”), and VMG Consumer Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 5th, 2021 • VMG Consumer Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between VMG Consumer Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [●], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
VMG Consumer Acquisition Corp. San Francisco, CA 941292 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 5th, 2021 • VMG Consumer Acquisition Corp. • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between VMG Consumer Acquisition Corp., a Delaware corporation (the “Company”), Credit Suisse Securities (USA) LLC and Moelis & Company LLC, as representatives of the underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registratio
VMG Consumer Acquisition Corp.Office Space and Administrative Services Agreement • November 5th, 2021 • VMG Consumer Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) relating to the initial public offering (the “IPO”) of securities of VMG Consumer Acquisition Corp. (the “Company”) 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) (such earlier date hereinafter referred to as the “Termination Date”), VMG Partners II, LLC (the “Sponsor”) shall make available, or cause to be made available, to the Company certain office space, secretarial and administrative services as may be reasonably required by the Company from time to time at 39 Mesa Street, Suite 310, San Francisco, CA 94129 (or any successor location). In exchange therefor, the Company shall pay the Sponsor a sum of $10,000 within two business days of the Effective Date and o
