INDEMNITY AGREEMENTIndemnity Agreement • August 17th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 12, 2021, by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2021, is made and entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Kensington Capital Sponsor V LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. V and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 17th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 12, 2021, is by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS 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 Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Kensington Capital Sponsor V LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 17th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • August 14th, 2023 • Kensington Capital Acquisition Corp. V • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of August [•], 2023 by and among Kensington Capital Acquisition Corp. V (“KCGI”), Kensington Capital Sponsor V LLC (the “Sponsor”) and the undersigned investors (each, an “Investor” or, as the context otherwise requires, collectively, the “Investor”).
KENSINGTON CAPITAL ACQUISITION CORP. V Westbury, NY 11590 March 24, 2021Letter Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
This letter agreement (this “Agreement”) is entered into as of March 24, 2021 between Kensington Capital Sponsor V LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company,” “we” or “us”) and confirms the Company’s acceptance of the offer the Subscriber has made to purchase 7,475,000 shares of Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 975,000 of which are subject to surrender and cancellation 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:
Kensington Capital Acquisition Corp. V Suite 301 Westbury NY 11590Letter Agreement • August 17th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and three-fourths of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
KENSINGTON CAPITAL ACQUISITION CORP. VKensington Capital Acquisition Corp. V • August 17th, 2021 • Blank checks • New York
This letter agreement by and between Kensington Capital Acquisition Corp. V (the “Company”) and DEHC LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), and continuing until the earliest of (a) the consummation by the Company of an initial business combination (the “Business Combination”), (b) the Company’s liquidation and (c) the 18-month anniversary of the Listing Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in and pursuant to Registration Statements on Form S-1 and a prospectus filed with the U.S. Securities and Exchange Commission (together, the “Registration Statement”):
KENSINGTON CAPITAL ACQUISITION CORP. V 24,000,000 Units Underwriting AgreementKensington Capital Acquisition Corp. V • August 17th, 2021 • Blank checks • New York
Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 24,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,600,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • April 7th, 2023 • Kensington Capital Acquisition Corp. V • Blank checks • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of [ ], 20231 is among Arrival PubCo, a société anonyme for an unlimited period organized under the laws of the Grand Duchy of Luxembourg, having its registered office at [ ], Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number [ ] (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively together with their Permitted Transferees, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of April 6, 2023 (the “Business Combination Agreement”), between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (“Kcompany”), and Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 60A, rue des Bruyères, L-1274 Ho
BUSINESS COMBINATION AGREEMENT between Kensington Capital Acquisition Corp. V and Arrival Dated as of April 6, 2023Business Combination Agreement • April 7th, 2023 • Kensington Capital Acquisition Corp. V • Blank checks • Delaware
This Business Combination Agreement dated as of April 6, 2023 (this “Agreement”) is between (i) Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (“Kcompany”), and (ii) Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 60A, rue des Bruyères, L-1274 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies (Registre de commerce et des sociétés, Luxembourg, the “RCS”) under number B248209 (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.01.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 7th, 2023 • Kensington Capital Acquisition Corp. V • Blank checks
This Sponsor Support Agreement dated as of April 6, 2023 (this “Agreement”) is among Kensington Capital Sponsor V LLC, a Delaware limited liability company (“Sponsor”), Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (“Kcompany”), and Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 60A, rue des Bruyères, L-1274 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number B248209 (the “Company”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Business Combination Agreement, dated as of the date of this Agreement (the “BCA”), between Kcompany and the Company.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 17th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 12, 2021, is entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Kensington Capital Sponsor V LLC, a Delaware limited liability company (the “Purchaser”).
KENSINGTON CAPITAL ACQUISITION CORP. VKensington Capital Acquisition Corp. V • August 29th, 2023 • Blank checks
This will confirm our agreement to extend the Services Agreement to provide, commencing on August 17, 2023 (the “Start Date”), and continuing until the earliest of (a) the consummation by the Company of a Business Combination, (b) the Company’s liquidation, and (c) the 12-month anniversary of the Start Date (such earliest date hereinafter referred to as the “Termination Date”) the Provider shall make available, or cause to be made available, to the Company, such administrative and other services of Daniel Huber as may be reasonably requested by the Company. In exchange therefor, the Company shall pay to the Provider the sum of $20,000 per month on the Start Date and continuing monthly thereafter until the Termination Date; provided, that such payments shall not exceed $240,000 in the aggregate; and provided, further, that, upon the consummation of the Business Combination, any portion of such $240,000 that has not yet been paid will accelerate and become due.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • August 15th, 2023 • Kensington Capital Acquisition Corp. V • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 15, 2023, by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
July 3, 2023Kensington Capital Acquisition Corp. V • July 3rd, 2023 • Blank checks
Reference is made to the Business Combination Agreement dated as of April 6, 2023 (the “BCA”) between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (“Kcompany”), and Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 60A, rue des Bruyeres, L-1274 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number B248209 (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the BCA.
