INDEMNITY AGREEMENTIndemnity Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 1, 2022, by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2022, is made and entered into by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and Kensington Capital Sponsor IV 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”).
AMPRIUS TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2022 • Kensington Capital Acquisition Corp. IV • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _____________, and is between Amprius Technologies, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2022, is by and between Kensington Capital Acquisition Corp. IV, 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 • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • 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 March 1, 2022, is entered into by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and Kensington Capital Sponsor IV LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between AMPRIUS TECHNOLOGIES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2022, is by and between Amprius Technologies, Inc., a Delaware corporation f/k/a Kensington Capital Acquisition Corp. IV, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
KENSINGTON CAPITAL ACQUISITION CORP. IV 20,000,000 Units Underwriting AgreementKensington Capital Acquisition Corp. IV • March 4th, 2022 • Blank checks • New York
Kensington Capital Acquisition Corp. IV, 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 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
KENSINGTON CAPITAL ACQUISITION CORP. IV Westbury, NY 11590Letter Agreement • January 20th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
This letter agreement (this “Agreement”) is entered into as of March 24, 2021 between Kensington Capital Sponsor IV LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Kensington Capital Acquisition Corp. IV, 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:
COMMON STOCK PURCHASE AGREEMENT Dated as of September 27, 2022 by and between AMPRIUS TECHNOLOGIES, INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • September 28th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of September 27, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Amprius Technologies, Inc., a Delaware corporation (the “Company”).
WARRANT AGREEMENT between AMPRIUS TECHNOLOGIES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 7th, 2022 • Kensington Capital Acquisition Corp. IV • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], is by and between Amprius Technologies, Inc., a Delaware corporation f/k/a Kensington Capital Acquisition Corp. IV, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2022 • Kensington Capital Acquisition Corp. IV • Miscellaneous electrical machinery, equipment & supplies • New York
This Subscription Agreement (this “Subscription Agreement”) is entered into this [•] day of [•], 2022, by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company, which pursuant to and upon closing of the Transaction Agreement (as defined below), will be domesticated from the Cayman Islands to Delaware and be renamed “Amprius Technologies, Inc.” (such entity, the “Company”), and the undersigned (the “Subscriber”).
Kensington Capital Acquisition Corp. IV Suite 301 Westbury NY 11590Letter Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • 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 Kensington Capital Acquisition Corp. IV, 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 23,000,000 of the Company’s units (including up to 3,000,000 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”), one Class 1 Public Warrant and one Class 2 Public Warrant (each as defined in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, dated February 9, 2022 and together the “Public Warrants”). Each Public Warrant entitles the hol
KENSINGTON CAPITAL ACQUISITION CORP. IVKensington Capital Acquisition Corp. IV • March 4th, 2022 • Blank checks • New York
This letter agreement by and between Kensington Capital Acquisition Corp. IV (the “Company”) and DEHC LLC (the “Provider”), dated as of the date set forth above, 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”):
September 8, 2022 Sandra Wallach c/o Amprius Technologies, Inc. Fremont, California 94538 Re: Confirmatory Employment Letter Dear Sandra:Letter Agreement • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This letter agreement (the “Agreement”) is entered into between Sandra Wallach (“you”) and Amprius Technologies, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Amprius Technologies, Inc.Letter Agreement • September 30th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This amended and restated letter agreement (the “Agreement”) is entered into between Jonathan Bornstein (“you”) and Amprius Technologies, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment and shall supersede any and all previous employment agreements signed by you.
September 8, 2022 Constantin Ionel Stefan c/o Amprius Technologies, Inc. Fremont, California 94538 Re: Confirmatory Employment Letter Dear Ionel:Letter Agreement • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This letter agreement (the “Agreement”) is entered into between Constantin Ionel Stefan (“you”) and Amprius Technologies, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Registration Rights Agreement (this “Agreement”) dated as of September 14, 2022 is among Amprius Technologies, Inc. (the “Company”), a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Business Combination (as defined herein), 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 May 11, 2022 (the “Business Combination Agreement”), among the Company, Kensington Capital Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Amprius Technologies, Inc., a Delaware corporation (“Artemis”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 10th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Stockholder Support Agreement dated as of May 9, 2023 (as it may be amended from time to time, this “Agreement”) is among Amprius, Inc., a Delaware corporation (“Holdco”), Amprius Technologies, Inc., a Delaware corporation (“Pubco”) and certain of the stockholders of Holdco whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Agreement and Plan of Merger and Reorganization, which the parties thereto expect to execute as soon as practicable following the date of this Agreement (the “Merger Agreement”), among Pubco, Holdco and the other parties thereto.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 12th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks
This Stockholder Support Agreement dated as of May 11, 2022 (this “Agreement”) is among Kensington Capital Acquisition Corp. IV (“Kcompany”), a Cayman Islands exempted company incorporated with limited liability (which shall transfer by way of continuation to and domesticate as a Delaware corporation in accordance with the BCA (as defined herein), and certain of the stockholders of Amprius Technologies, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”). 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”), among Kcompany, Kensington Capital Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Kcompany (“Merger Sub”), and the Company.
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) shall be effective as of May 1, 2022 (the “Effective Date”) and is made by and between Amprius, Inc., a Delaware corporation (“Assignor”) and Amprius Technologies, Inc., a Delaware corporation (“Assignee”).
PUBCO SUPPORT AGREEMENTPubco Support Agreement • May 10th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Pubco Support Agreement dated as of May 9, 2023 (as it may be amended from time to time, this “Agreement”) is among Amprius Technologies, Inc., a Delaware corporation (“Pubco”), and certain of the stockholders of Pubco whose names appear on the signature pages of this Agreement, including Amprius, Inc., a Delaware corporation (“Holdco”) (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Agreement and Plan of Merger and Reorganization, dated as of the date of this Agreement (the “Merger Agreement”), among Pubco, Combine Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of Pubco (“Merger Sub I”) and Combine Merger Sub, LLC, a Delaware limited liability company and a wholly-owned direct subsidiary of Pubco (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Holdco.
LEASENon-Disturbance and Attornment Agreement • April 19th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • Kansas
THIS LEASE AGREEMENT is made and entered into as of the date set forth in Section 1 “Definitions” (this lease agreement, together with all amendments and supplements hereto, this "Lease"), by and between STARBOARD PLATFORM BRIGHTON JV LLC, a Delaware limited liability company (together with any successor or assigns, hereinafter called the "Landlord"), and AMPRIUS TECHNOLOGIES, INC., a Delaware corporation (together with any successor or assign permitted by this Lease, hereinafter collectively called the "Tenant").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among Amprius Technologies, Inc., COMBINE MERGER SUB, INC., COMBINE MERGER SUB, LLC and Amprius, Inc. Dated as of May 9, 2023Agreement and Plan of Merger and Reorganization • May 10th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Agreement and Plan of Merger and Reorganization dated as of May 9, 2023 (this “Agreement”) is among Amprius Technologies, Inc., a Delaware corporation (“Pubco”), Combine Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), Combine Merger Sub, LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) and Amprius, Inc., a Delaware corporation (“Holdco”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.01.
TAX SHARING AGREEMENTTax Sharing Agreement • May 12th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • Delaware
This Tax Sharing Agreement, dated as of May 11, 2022 (this “Agreement”), is between Amprius Technologies, Inc., a Delaware corporation (the “Company”), and Amprius, Inc., a Delaware corporation (“Parent”, together with the Company, the “Members”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in the Business Combination Agreement, dated as of the date of this Agreement (the “BCA”), among Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company incorporated with limited liability (which shall transfer by way of continuation to and domesticate as a Delaware corporation, “Kcompany”), Kensington Capital Merger Sub Corp., a Delaware corporation (“Merger Sub”), and the Company.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement, dated September 14, 2022 (the “Registration Rights Agreement”), is made and entered into as of May 9, 2023, by and among Amprius Technologies, Inc., a Delaware corporation (the “Company”), Kensington Capital Sponsor IV LLC, a Delaware limited liability company (the “Original Holder”), and Amprius, Inc., a Delaware corporation (the “New Holder”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Registration Rights Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 12th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks
This Sponsor Support Agreement dated as of May 11, 2022 (this “Agreement”) is among Kensington Capital Sponsor IV LLC, a Delaware limited liability company (“Sponsor”), Kensington Capital Acquisition Corp. IV (“Kcompany”), a Cayman Islands exempted company incorporated with limited liability (which shall transfer by way of continuation to and domesticate as a Delaware corporation in accordance with the BCA (as defined herein), and Amprius Technologies, Inc., a Delaware corporation (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”), among Kcompany, Kensington Capital Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Kcompany (“Merger Sub”), and the Company.