REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 5th, 2021 • Kernel Group Holdings, Inc. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 5, 2021, is made and entered into by and among Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the signature pages hereto (together with the Sponsor and 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”).
Kernel Group Holdings, Inc. 26,500,000 Units1 UNDERWRITING AGREEMENTKernel Group Holdings, Inc. • February 5th, 2021 • Blank checks • New York
Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 26,500,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,975,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 5th, 2021 • Kernel Group Holdings, Inc. • 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 February 2, 2021, is entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • Kernel Group Holdings, Inc. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Kernel Group Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 5, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $[•] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT KERNEL GROUP HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 5, 2021Warrant Agreement • February 5th, 2021 • Kernel Group Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 5, 2021, is by and between Kernel Group Holdings, Inc., 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”).
February 5, 2021Letter Agreement • February 5th, 2021 • Kernel Group Holdings, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 26,500,000 of the Company’s units (and up to an additional 3,975,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each 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 to a registration statement on Form S-1 and a
KERNEL GROUP HOLDINGS, INC.Kernel Group Holdings, Inc. • February 5th, 2021 • Blank checks • New York
This letter 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 Kernel Group Holdings, Inc. (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”), Kernel Capital Holdings, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 2 Rousseau Street, San Francisco, California 94112 (or any successor location). In exchange therefore, the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum of $10,000 per
