Exhibit 10.3


 


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 [●], 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
1,000,000 Shares (and up to 1,120,000 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, 1,000,000 Private Placement Shares at a price of $10.00 per Private Placement Share for an aggregate purchase
price of $10,000,000 (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) $8,000,000 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 120,000 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 $1,200,000 (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.


 



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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.


 


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.


 



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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).


 


(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.


 



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(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.


 


(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.

 



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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.


 


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.


 



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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).


 


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:	 
	 	Name: 	David Baylor
	 	Title:	Chief Financial
    Officer


 


	 	PURCHASER:
	 	 
	 	VECTOR ACQUISITION PARTNERS II,
    L.P.
	 	 
	 	By:	Vector Capital Partners V,
    Ltd., its General Partner
	 	 	 
	 	By:	 
	 	Name: 	David Baylor
	 	Title:	Officer


 


 


 


 


[Signature
page to Private Placement Shares Purchase Agreement]


 




     


     

    

 


EXHIBIT
A


 


Registration
and Shareholder Rights Agreement