Vickers Vantage Corp. II Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2025 • Vickers Vantage Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of _________ __, 2025, by and among Vickers Vantage Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2025 • Vickers Vantage Corp. II • Blank checks • New York
This agreement, made and entered into effective as of ________ __, 2025 (“Agreement”), by and between Vickers Vantage Corp. II, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
UNDERWRITING AGREEMENT between Vickers vantage Corp. II and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC, as Representative of the Underwriters Dated: [ ], 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2025 • Vickers Vantage Corp. II • Blank checks • New York
The undersigned, Vickers Vantage Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 3rd, 2025 • Vickers Vantage Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2025 by and between Vickers Vantage Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Vickers Vantage Corp. II New York, New York 10004Underwriting Agreement • April 3rd, 2025 • Vickers Vantage Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Vickers Vantage Corp. II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 20,700,000 of the Company’s units (including up to 2,700,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one right (the “Right”). Each Right entitles the holder to receive one-tenth of one Class A Ordinary Share upon consummation of a Business Combination. The Units shall be sold in the Public Offering pursuant to the registration statement on
RIGHTS AGREEMENTRights Agreement • April 3rd, 2025 • Vickers Vantage Corp. II • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of __________, 2025 between Vickers Vantage Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • April 3rd, 2025 • Vickers Vantage Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _________, 2025 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Vickers Vantage Corp. II, a Cayman Islands exempted company (the “Company”), and Vickers Vantage Sponsor II Ltd. (the “Purchaser”).
Vickers Vantage Corp. II New York, NY10004Administrative Services Agreement • April 3rd, 2025 • Vickers Vantage Corp. II • Blank checks
This letter agreement (this “Agreement”) by and between Vickers Vantage Corp. II (the “Company”) and the undersigned (“Service 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 Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • April 3rd, 2025 • Vickers Vantage Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 2025 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Vickers Vantage Corp. II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and _______ (each a “Purchaser” and collectively, the “Purchasers”).