Exhibit 10.1


 


Execution Version


 


PRIVATE PLACEMENT SHARES PURCHASE
AGREEMENT


 


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 March 9, 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”).


 


WHEREAS, the Company intends to consummate
an initial public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (each, a “Share”
and such offering, the “Public Offering”), as set forth in the Company’s Registration Statement
on Form S-l, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-253171,
under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed to purchase
an aggregate of 1,100,000 Shares (and up to 1,235,000 additional shares if the underwriters in the Public Offering exercises their
option to purchase additional units in full) (the “Private Placement Shares”), at a price of $10.00 per
Private Placement Share, subject to adjustment.


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase
and Sale; Terms of the Private Placement Shares.


 


(A) Authorization
of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares to the
Purchaser.


 


(B) Purchase
and Sale of the Private Placement Shares.


 


(i) On
the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, 1,100,000 Private Placement Shares at a price of
$10.00 per Private Placement Share for an aggregate purchase price of $11,000,000 (the “Purchase Price”).
The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000
to the Company at a financial institution to be chosen by the Company, and (ii) $9,000,000 to the trust account maintained by Continental
Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance
with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date,
subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Shares purchased on such date duly registered in the Purchaser’s name to the Purchaser or
effect such delivery in book-entry form.






    


     


    

 


(ii) On
the date of the closing of the option to purchase additional Shares, if any, in connection with the Public Offering or on such
earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”,
and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 135,000 Private Placement Shares (or,
to the extent the option to purchase additional Shares is not exercised in full, a lesser number of Private Placement Shares in
proportion to portion of the option that is exercised) at a price of $10.00 per Private Placement Share for an aggregate purchase
price of up to $1,350,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase
Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account,
at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant
to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Shares
purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


(C) Registration.


 


On the IPO Closing Date, the Company and
the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights
Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Private Placement Shares .


 


Section 2. Representations and Warranties
of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Shares,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date)
that:


 


(A) Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.


 


(B) Authorization:
No Breach. The execution, delivery and performance of this Agreement and the Private Placement Shares have been duly authorized
by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws
of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered
in a proceeding in equity or law).


 


(i) The
execution and delivery by the Company of this Agreement, the issuance and sale of the Private Placement Shares and the fulfillment
of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation
of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation
of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the memorandum and articles of association of the Company
(in effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material law, statute, rule
or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except
for any filings required after the date hereof under federal or state securities laws.


 






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(C) Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration in the Company’s
register of members, the Private Placement Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof, and upon registration in the Company’s register of members,
the Purchaser will have good title to the Private Placement Shares purchased by it, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


(D) Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


(E) Regulation
D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial
shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule
506(d) of Regulation D under the Securities Act.


 


Section 3. Representations and Warranties
of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement
Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall
survive each Closing Date) that:


 


(A) Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


(B) Authorization:
No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 






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(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency
pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion
of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any
agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date
hereof under federal or state securities laws.


 


(C) Investment
Representations.


 


(i) The
Purchaser is acquiring the Private Placement Shares for its own account, for investment purposes only and not with a view towards,
or for resale in connection with, any public sale or distribution thereof.


 


(ii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and
the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 


(iii) The
Purchaser understands that the Private Placement Shares are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Private Placement
Shares.


 


(iv) The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) under the Securities Act.


 


(v) The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Private Placement Shares which have been requested by the Purchaser. The Purchaser has been
afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that
its investment in the Private Placement Shares involves a high degree of risk and it has sought such accounting, legal and tax
advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Private Placement
Shares.


 


(vi) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Private Placement Shares or the fairness or suitability of the investment in the
Private Placement Shares by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private
Placement Shares.


 






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(vii) The
Purchaser understands that: (a) the Private Placement Shares have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered
thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and
Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Private Placement
Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company
and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
to the Securities Act would not be available for resale transactions of the Private Placement Shares despite technical compliance
with the requirements of such Rule, and the Private Placement Shares can be resold only through a registered offering or in reliance
upon another exemption from the registration requirements of the Securities Act.


 


(viii) The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Private Placement Shares and is able to bear the economic risk of an investment in the Private
Placement Shares in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing
for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would
be jeopardized by the investment in the Private Placement Shares. The Purchaser can afford a complete loss of its investments in
the Private Placement Shares.


 


(ix) The
Purchaser understands that the Private Placement Shares shall bear the following legend:


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY VECTOR ACQUISITION CORPORATION II.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Shares are subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:


 


(A) Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of the Closing Date as though then made.


 






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(B) Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


(C) No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


(D) Registration
and Shareholder Rights Agreement. The Company shall have entered into the Registration and Shareholder Rights Agreement, in
the form of Exhibit A hereto, in each case on terms satisfactory to the Purchaser.


 


Section 5. Conditions of the Company’s
Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before
each Closing Date, of each of the following conditions:


 


(A) Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


(B) Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


(C) Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the issuance and sale of the Private Placement Shares hereunder.


 


(D) No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


(E) Registration
and Shareholder Rights Agreement. The Purchaser shall have entered into the Registration and Shareholder Rights Agreement.


 


Section 6. Miscellaneous.


 


(A) Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 






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(B) Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


(C) Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


(D) Descriptive
Headings: Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


(E) Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the laws of another jurisdiction.


 


(F) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
the parties hereto.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement.


 


	 	COMPANY:
	 	 
	 	VECTOR ACQUISITION CORPORATION II
	 	 
	 	By:	/s/ David Baylor
	 	Name:	David Baylor
	 	Title:	Chief Financial Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	VECTOR ACQUISITION PARTNERS II, L.P.
	 	 
	 	By:	Vector Capital Partners V, Ltd., 

its General Partner
	 		 
	 	By:	/s/ David Baylor
	 	Name:	David Baylor
	 	Title:	Officer



 


[Signature page to Private Placement
Shares Purchase Agreement]


 






    


     


    

 


EXHIBIT A


 


Registration and Shareholder Rights
Agreement