Kodiak AI, Inc. Sample Contracts
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 20, 2023 by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Ares Acquisition Corporation II c/o Ares Management LLC New York, New York 10167Securities Subscription Agreement • March 29th, 2023 • Ares Acquisition Corp II • Blank checks • Delaware
We are pleased to accept the offer Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), has made to subscribe for and purchase 25,156,250 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 3,281,250 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 20, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 20, 2023, is by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 20, 2023, is made and entered into by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) (the Sponsor together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Ares Acquisition Corporation II 45,000,000 Units1 Underwriting AgreementUnderwriting Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks
As representatives (each, a “Representative” and collectively, the “Representatives”) of the several Underwriters named in Schedule I hereto,
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • April 14th, 2025 • Ares Acquisition Corp II • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”) and the undersigned subscriber (the “Investor”). The Subscription Agreement is entered into in connection with the Business Combination Agreement, dated the date of this Subscription Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, Kodiak Robotics, Inc., a Delaware corporation (“Kodiak”), and the other parties thereto. As set forth in the Business Combination Agreement, SPAC shall transfer by way of continuation and domesticate as a Delaware corporation prior to the closing of the Transaction. The transactions contemplated by the Business Combination Agreement are referred to in this Subscription Agreement as the “Transaction.” In connection with
ARES ACQUISITION CORPORATION II c/o Ares Management LLCLetter Agreement • April 26th, 2023 • Ares Acquisition Corp II • Blank checks
This letter agreement by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings II LP , a Cayman Islands exempted limited partnership (“the Sponsor”) dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor shall take steps directly or indirectly to make available, or cause to be made available, to the Company certain office space, utilities, secretarial support and administrative services as may be reasonably requested by the Company from time
BOARD OBSERVER AGREEMENTBoard Observer Agreement • September 30th, 2025 • Kodiak AI, Inc. • Services-computer integrated systems design • Delaware
This Board Observer Agreement (this “Agreement”), dated as of September 24, 2025, is made and entered into by and between Kodiak AI, Inc., a Delaware corporation (and successor-in-interest to Ares Acquisition Corporation II, a Cayman Islands exempt company, by way of domestication) (the “Purchaser”), and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Business Combination Agreement.
Exhibit B Form of Warrant Certificate [FACE] Warrant THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD SET FORTH BELOW ARES ACQUISITION CORPORATION II Incorporated Under the Laws of the Cayman Islands Warrant...Warrant Agreement • September 23rd, 2025 • Ares Acquisition Corp II • Services-computer integrated systems design
This Warrant Certificate certifies that the Investor or its registered assigns, is the registered holder of warrants evidenced by this Warrant Certificate (the “Warrants” and each, a “Warrant”) to purchase Ordinary Shares. Each Warrant entitles the holder, upon exercise during the Exercise Period (as defined below), to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to this Warrant Certificate and the Warrant Agreement, payable in US dollars, by bank wire or certified check (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth in this Warrant Certificate and in the Warrant Agreement. Capitalized terms used but not defined in this Warrant C
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 7th, 2026 • Kodiak AI, Inc. • Services-computer integrated systems design
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of May 7, 2026, by and between Kodiak AI, Inc., a Delaware corporation (the “Company”) and the undersigned subscriber (the “Investor”). The purchase and sale of Securities (as defined below) pursuant to this Subscription Agreement are referred to in this Subscription Agreement as the “Transaction.” The Company may enter into one or more subscription agreements (the “Other Subscription Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other Investors,” and together with the Investor, the “Investors”). As set forth on the signature page to this Subscription Agreement, the aggregate purchase price to be paid by the Investor for the subscribed Common Stock (as defined below) and Warrant (as defined below) is referred to in this Subscription Agreement as the “Subscription Amount.”
THIRD AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • September 30th, 2025 • Kodiak AI, Inc. • Services-computer integrated systems design • Connecticut
This THIRD AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of September 24, 2025 (the “Third Amendment Effective Date”), is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”), as collateral agent (“Collateral Agent”), HORIZON FUNDING I, LLC, as an assignee of Horizon, as a Lender (“HFI”), HORIZON FUNDING II, LLC, as an assignee of Horizon, as a Lender (“HFII”) and HORIZON CREDIT II, LLC, as an assignee of Horizon and subsequently assigned to Horizon Funding Trust 2022-1 (“HF Trust”), as a Lender (“HCII” and, collectively with HFI and HFII, “Lenders”).
THIRD AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENTSecond Lien Loan and Security Agreement • March 11th, 2026 • Kodiak AI, Inc. • Services-computer integrated systems design • New York
This THIRD AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 2, 2026, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), the lenders party hereto (“Lenders”), which constitute the Required Lenders, and ARES AGENT SERVICES, L.P., a Delaware limited partnership, as lender representative and collateral agent for the Lenders (in such capacities, together with its successors and assigns in such capacities, “Agent”).
Form of Warrant Certificate [FACE] Warrant THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD SET FORTH BELOW ARES ACQUISITION CORPORATION II Incorporated Under the Laws of the Cayman Islands Warrant CertificateWarrant Certificate • September 15th, 2025 • Ares Acquisition Corp II • Services-computer integrated systems design
This Warrant Certificate certifies that the Investor or its registered assigns, is the registered holder of warrants evidenced by this Warrant Certificate (the “Warrants” and each, a “Warrant”) to purchase Ordinary Shares. Each Warrant entitles the holder, upon exercise during the Exercise Period (as defined below), to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to this Warrant Certificate and the Warrant Agreement, payable in US dollars, by bank wire or certified check (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth in this Warrant Certificate and in the Warrant Agreement. Capitalized terms used but not defined in this Warrant C
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 15th, 2025 • Ares Acquisition Corp II • Services-computer integrated systems design • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”) and [•] (the “Investor”). The Subscription Agreement is entered into in connection with the Business Combination Agreement, dated April 14, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, Kodiak Robotics, Inc., a Delaware corporation (“Kodiak”), and the other parties thereto. As set forth in the Business Combination Agreement, SPAC shall transfer by way of continuation and domesticate as a Delaware corporation prior to the closing of the Transaction. The transactions contemplated by the Business Combination Agreement are referred to in this Subscription Agreement as the “Transaction” and the purchase and sale of Securities (as defined below) pursuant
ContractWarrant Agreement • May 7th, 2026 • Kodiak AI, Inc. • Services-computer integrated systems design • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) SUCH TRANSFER IS BEING MADE PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IN WHICH CASE, THE COMPANY, ACTING REASONABLY, MAY REQUEST AN OPINION OF COUNSEL IN FORM REASONABLY SATISFACTORY TO IT CONFIRMING THE SAME), OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPI
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • April 14th, 2025 • Ares Acquisition Corp II • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 14, 2025, by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Kodiak Robotics, Inc., a Delaware corporation (“Company”) and the undersigned stockholder (the “Stockholder”) of the Company. Each of the Purchaser, the Company and the Stockholder are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Business Combination Agreement (defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 14th, 2025 • Ares Acquisition Corp II • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of April 14, 2025 (the “Effective Date”), by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Ares Acquisition Holdings II LP (the “Purchaser Support Party”) and Kodiak Robotics Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement shall have the meanings given to those same terms in the Business Combination Agreement.
KODIAK ROBOTICS, INC. Offer Letter August 18, 2025Offer Letter • March 11th, 2026 • Kodiak AI, Inc. • Services-computer integrated systems design
On behalf of Kodiak Robotics, Inc. (the “Company”), I am pleased to offer you employment as the Company’s Chief Financial Officer, subject to the terms and conditions set forth in this letter agreement (the “Agreement”). As you may be aware, on April 14, 2025, the Company entered into a Business Combination Agreement between the Company, Ares Acquisition Corporation II and certain other parties (the closing of the transactions contemplated thereby, the “Closing”). In connection with the Closing, Ares Acquisition Corporation II will be renamed Kodiak AI, Inc. (“Parent”). Parent and its subsidiaries (which will include the Company) are referred to in this Agreement as the “Company Group.”
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 7th, 2023 • Ares Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2023, by and between ARES ACQUISITION CORPORATION II, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2025 • Kodiak AI, Inc. • Services-computer integrated systems design • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2025 (the “Effective Date”), is made and entered into by and among Kodiak AI, Inc., a Delaware corporation (formerly known as Ares Acquisition Corporation II, a Cayman Islands exempted company, prior to the Domestication (as defined below)) (the “Company”), Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page to this Agreement under the caption “Kodiak Holders” (collectively, the “Kodiak Holders” and, together with the Sponsor and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2, each a “Holder” and collectively the “Holders”).
Dated April 14, 2025 Business Combination Agreement by and between Ares Acquisition Corporation II, as the Purchaser, AAC II Merger Sub, Inc., and Kodiak Robotics, Inc., as the Company,Business Combination Agreement • April 14th, 2025 • Ares Acquisition Corp II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 14, 2025 (the “Signing Date”) by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), AAC II Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of the Purchaser (“Merger Sub”), and Kodiak Robotics, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to individually as a “Party” and, collectively, as the “Parties.”
FORM OF NON-REDEMPTION AGREEMENTNon-Redeemtion Agreement • September 23rd, 2025 • Ares Acquisition Corp II • Services-computer integrated systems design • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of September [•], 2025, is made by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), the undersigned investor (the “Investor”) and Kodiak Robotics Inc., a Delaware corporation (“Legacy Kodiak”).
Ares Acquisition Corporation II c/o Ares Management LLC New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 7th, 2023 • Ares Acquisition 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 among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (together, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant, subject to adjustm
Ares Acquisition Corporation II c/o Ares Management LLC New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 26th, 2023 • Ares Acquisition 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 among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (together, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 51,750,000 of the Company’s units (including up to 6,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant, subject to adjustm
VENTURE LOAN AND SECURITY AGREEMENT Dated as of December 31, 2025 by and amongHORIZON TECHNOLOGY FINANCE CORPORATION,a Delaware corporation312 Farmington AvenueFarmington, CT 06032as a Lender and Collateral Agent and KODIAK ROBOTICS, INC.,a Delaware...Venture Loan and Security Agreement • December 31st, 2025 • Kodiak AI, Inc. • Services-computer integrated systems design • Connecticut
ContractAcknowledgment and Agreement • September 15th, 2025 • Ares Acquisition Corp II • Services-computer integrated systems design
This acknowledgment and agreement (this “Acknowledgment and Agreement”) is made as of September 15, 2025 by and among Ares Agent Services, L.P., a Delaware limited partnership (“Ares Agent”), AAC II Holdings II LP (“AAC II”) and Kodiak Robotics, Inc. (“Borrower” and, together with Ares Agent and AAC II, the “Parties”). Reference is made to that certain Second Lien Loan and Security Agreement dated as of April 14, 2025 (as amended, modified or supplemented from time to time, the “Second Lien Loan Agreement”) by and among Ares Agent as Collateral Agent and Lender Representative, AAC II as a Lender, the other Lenders from time-to-time parties thereto, and Borrower as Borrower. Capitalized terms used but not otherwise defined in this Acknowledgment and Agreement have the meanings given to such terms in the Second Lien Loan Agreement.
FORM OF NON-REDEMPTION AGREEMENTNon-Redeption Agreement • September 23rd, 2025 • Ares Acquisition Corp II • Services-computer integrated systems design • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of September [•], 2025, is made by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and the undersigned investor (the “Investor”).
Amended and Restated Master Services AgreementMaster Services Agreement • August 7th, 2026 • Kodiak AI, Inc. • Services-computer integrated systems design • New York
This Amended and Restated Master Services Agreement (this “Agreement”), effective as of the date of last signature hereto (the “Effective Date”), is by and between Kodiak Robotics, Inc., a Delaware corporation with offices located at 1049 Terra Bella Ave., Mountain View, CA 94043 (“Licensor”), and Fountainhead Logistics LLC, a Delaware limited liability company with offices located at [***] (“Licensee”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party”.