INDEMNITY AGREEMENTIndemnity Agreement • December 21st, 2020 • KINS Technology Group, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between KINS TECHNOLOGY GROUP INC., a Delaware corporation (the “Company”), and Di-Ann Eisnor (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 8th, 2020 • KINS Technology Group, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [l], 2020, by and between KINS Technology Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
24,000,000 Units KINS Technology Group Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2020 • KINS Technology Group, Inc. • Blank checks • New York
KINS TECHNOLOGY GROUP INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • December 21st, 2020 • KINS Technology Group, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 14, 2020, is by and between KINS Technology Group Inc., a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2020 • KINS Technology Group, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2020, by and between KINS Technology Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of March 14, 2023 by and between CXApp Inc. a Delaware corporation (the “Company”), and [•], a member of the Board of Directors and an officer of the Company (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 14th, 2020 • KINS Technology Group, Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of October 12, 2020 between KINS Technology Group, Inc., a Delaware corporation (the “Company”), KINS Capital LLC, (the "Sponsor") and [•] (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among KINS TECHNOLOGY GROUP INC., KINS MERGER SUB INC., INPIXON, and CXAPP HOLDING CORP.Agreement and Plan of Merger • September 26th, 2022 • KINS Technology Group, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of September 25, 2022 (this “Agreement”), is made and entered into by and among KINS Technology Group Inc., a Delaware corporation (“Acquiror”), KINS Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), Inpixon, a Nevada corporation (“Inpixon”) and CXApp Holding Corp., a Delaware corporation (the “Company”).
KINS Technology Group Inc. Four Palo Alto Square, Suite 200 3000 El Camino Real Palo Alto, CA 94306Letter Agreement • December 8th, 2020 • KINS Technology Group, 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 or proposed to be entered into by and among KINS Technology Group Inc., a Delaware corporation (the “Company”), and UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated and BTIG, LLC, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 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 share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per s
KINS Technology Group Inc. Four Palo Alto Square, Suite 200 3000 El Camino Real Palo Alto, CA 94306Letter Agreement • December 21st, 2020 • KINS Technology Group, 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 or proposed to be entered into by and among KINS Technology Group Inc., a Delaware corporation (the “Company”), and UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated and BTIG, LLC, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 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 share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per s
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • December 21st, 2020 • KINS Technology Group, Inc. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between KINS Technology Group Inc., a Delaware corporation (the “Company”), and KINS Capital LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2020 • KINS Technology Group, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2020, is made and entered into by and between KINS Technology Group Inc., a Delaware corporation (the “Company”), KINS Capital LLC, a Delaware limited liability company (the “Sponsor”), and certain funds and accounts managed by BlackRock, Inc. as set forth in the signature pages hereto (the “BlackRock Entities” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holder”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), effective as of the Distribution Time of the Separation and Distribution Agreement (as defined below) (the “Effective Date”), by and between Inpixon, a Nevada corporation (“Inpixon”), and CXApp Holding Corp., a Delaware corporation (“CXApp”). Each of Inpixon and CXApp may be referred to herein individually as a “Party” and collectively as the “Parties”.
TAX MATTERS AGREEMENT by and among KINS TECHNOLOGY GROUP INC. INPIXON and CXAPP HOLDING CORP. Dated as of March 14, 2023Tax Matters Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of March 14, 2023 by and among KINS Technology Group Inc., a Delaware corporation (“Parent”), Inpixon, a Nevada corporation (“Remainco”), and CXApp Holding Corp., a Delaware corporation (“Spinco” and, together with Parent and Remainco, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and among the Parties (the “Separation Agreement”).
SEPARATION AND DISTRIBUTION AGREEMENT by and among INPIXON, CXAPP HOLDING CORP., DESIGN REACTOR, INC. and KINS TECHNOLOGY GROUP INC. Dated as of September 25, 2022Separation and Distribution Agreement • September 26th, 2022 • KINS Technology Group, Inc. • Blank checks • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 25, 2022, is entered into by and among Inpixon, a Nevada corporation (“Inpixon”), CXApp Holding Corp., a Delaware corporation and a wholly-owned subsidiary of Inpixon (“Spinco”), Design Reactor, Inc., a California corporation (“Design Reactor” and., together with Spinco, the “CXApp Parties”), and KINS Technology Group Inc., a Delaware corporation (“KINS”). “Party” or “Parties” means Inpixon or the CXApp Parties, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
KINS Technology Group Inc. Four Palo Alto Square, Suite 200 3000 El Camino Real Palo Alto, CA 94306Letter Agreement • December 8th, 2020 • KINS Technology Group, Inc. • Blank checks • New York
This letter agreement by and between KINS Technology Group Inc., a Delaware corporation (the “Company”), and KINS Capital LLC, a Delaware limited liability company (“KINS Capital”), 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 Capital Market (the “Listing Date”) 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 on Form S-1 (File No. 333-249177) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 26th, 2022 • KINS Technology Group, Inc. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Support Agreement”) is dated as of September 25, 2022, by and among KINS Capital LLC, a Delaware limited liability company (the “Sponsor”), KINS Technology Group, Inc., a Delaware corporation (“Acquiror”), Inpixon, a Nevada corporation (“Inpixon”) and CXApp Holding Corp., a Delaware corporation and wholly-owned subsidiary of Inpixon (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
KINS Technology Group Inc.KINS Technology Group, Inc. • September 30th, 2020 • Blank checks • New York
KINS Technology Group Inc., a Delaware corporation (the “Company”), is pleased to accept the offer KINS Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, su
EMPLOYEE MATTERS AGREEMENT by and among INPIXON, CXAPP HOLDING CORP., KINS TECHNOLOGY GROUP INC. and KINS MERGER SUB INC. Dated as of March 14, 2023Employee Matters Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 14, 2023, is entered into by and among Inpixon, a Nevada corporation (the “Company”), CXApp Holding Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“SpinCo”), KINS Technology Group Inc., a Delaware corporation (“Parent”), and KINS Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”). “Party” or “Parties” means the Company, SpinCo, Parent or Merger Sub, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meaning set forth in the Separation Agreement or the Merger Agreement.
Note Purchase AgreementNote Purchase Agreement • March 14th, 2024 • CXApp Inc. • Services-prepackaged software • Utah
This Note Purchase Agreement (this “Agreement”), dated as of December 15, 2023, is entered into by and between CXApp Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
CONSULTING AGREEMENTConsulting Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • California
This Consulting Agreement (“Agreement”) is made as of March 14, 2023 (“Effective Date”) by and between Design Reactor, Inc. (to be renamed CXApp US, Inc.), a California corporation (“Company”), and 3AM LLC, a Delaware limited liability company (“Consultant”).
CXAPP INC.2023 Equity Incentive Plan Restricted Stock Unit Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the CXApp Inc. 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
FORM OF WARRANT EXCHANGE AGREEMENTForm of Warrant Exchange Agreement • March 14th, 2024 • CXApp Inc. • Services-prepackaged software • New York
This Warrant Exchange Agreement (this “Agreement”) is made and entered into as of July 14, 2023 (the “Effective Date”), by and among CXApp Inc., a Delaware corporation (the “Company”), and ______________ (the “Holder” and, together with the Company, the “parties”).
KINS Technology Group Inc. Four Palo Alto Square, Suite 200 3000 El Camino Real Palo Alto, CA 94306Letter Agreement • December 21st, 2020 • KINS Technology Group, Inc. • Blank checks • New York
This letter agreement by and between KINS Technology Group Inc., a Delaware corporation (the “Company”), and KINS Capital LLC, a Delaware limited liability company (“KINS Capital”), 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 Capital Market (the “Listing Date”) 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 on Form S-1 (File No. 333-249177) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT June 10, 2022Investment Management Trust Agreement • June 13th, 2022 • KINS Technology Group, Inc. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 10, 2022, by and between KINS Technology Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated December 14, 2020, by and between the parties hereto (the “Trust Agreement”).
Securities Purchase AgreementSecurities Purchase Agreement • May 24th, 2024 • CXApp Inc. • Services-prepackaged software • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of May 22, 2024, is entered into by and between CXApp Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 11.
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2022 • KINS Technology Group, Inc. • Services-prepackaged software • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 13, 2022, by and between KINS Technology Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated December 14, 2020, by and between the parties hereto, as amended by that Amendment No. 1 to the Investment Management Trust Agreement, dated June 10, 2022 (the “Trust Agreement”).
CXAPP INC. 2023 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTIncentive Plan Stock Option Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the CXApp Inc. 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).
