Kochav Defense Acquisition Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2025 • Kochav Defense Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 27, 2025, is made and entered into by and among Kochav Defense Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kochav Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor 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”).
Kochav Defense Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2025 • Kochav Defense Acquisition Corp. • Blank checks • New York
Kochav Defense Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with SPAC Advisory Partners, a division of Kingswood Capital Partners LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
STAR 52 DEFENSE ACQUISITION CORP. New York, NY 10017Securities Subscription Agreement • April 25th, 2025 • Kochav Defense Acquisition Corp. • Blank checks • New York
Star 52 Defense Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Star 52 Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 3,835,000 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 500,217 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 29th, 2025 • Kochav Defense Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 27, 2025, by and between Kochav Defense Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 29th, 2025 • Kochav Defense Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 27, 2025 by and between Kochav Defense Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 6th, 2025 • Kochav Defense Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2025, by and between Kochav Defense Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
May 27, 2025 Kochav Defense Acquisition Corp. 14th Floor New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 29th, 2025 • Kochav Defense Acquisition Corp. • 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 Kochav Defense Acquisition Corp., a Cayman Islands exempted company (the “Company”) and SPAC Advisory Partners LLC, a division of Kingswood Capital Partners LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-seventh (1/7) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 29th, 2025 • Kochav Defense Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 27, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kochav Defense Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kochav Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • May 29th, 2025 • Kochav Defense Acquisition Corp. • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of May 27, 2025 between Kochav Defense Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).
KOCHAV DEFENSE ACQUISITION CORP.Administrative Services Agreement • May 29th, 2025 • Kochav Defense Acquisition Corp. • Blank checks
This letter agreement by and between Kochav Defense Acquisition Corp. (the “Company”) and Kochav Sponsor LLC (the “Services Provider” and “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):