INDEMNITY AGREEMENTIndemnity Agreement • January 26th, 2021 • Kernel Group Holdings, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January [●], 2021, by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Kernel Group Holdings Inc. 2 Rousseau Street San Francisco, CA 94112Kernel Group Holdings, Inc. • January 14th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on November 19, 2020 by and between Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you 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:
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”).
WARRANT AGREEMENT KERNEL GROUP HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January [●], 2021Warrant Agreement • January 26th, 2021 • Kernel Group Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January [●], 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”).
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
LOAN AND TRANSFER AGREEMENTLoan and Transfer Agreement • November 7th, 2023 • Kernel Group Holdings, Inc. • Blank checks • Delaware
THIS LOAN AND TRANSFER AGREEMENT (this “Agreement”) is made and entered into effectively as of November 1, 2023 (the “Effective Date”), by, between and among (the “Lender”), Kernel Group Holdings, Inc., a Cayman Island exempted company (“SPAC”) and VKSS Capital, LLC, a Delaware limited liability company (“Sponsor” or “Borrower”). Lender, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2023 • Kernel Group Holdings, Inc. • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of August 3, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Kernel Group Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
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
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 6th, 2023 • Kernel Group Holdings, Inc. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 3, 2023 by and among (i) Kernel Group Holdings, Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to Closing) (together with its successors, “Kernel”), (ii) AIRO Group, Inc., a Delaware corporation (“ParentCo”), (iii) Kernel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“Kernel Merger Sub”), (iv) AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“AIRO Merger Sub”), (v) VKSS Capital, LLC, a Delaware limited liability company, in the capacity as the representative from and after the First Effective Time (as defined below) for the stockholders of Kernel and ParentCo (other than the Company Security Holders (as defined below) as of immediately prior to the Second Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (th
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT January 16, 2024Business Combination Agreement • January 16th, 2024 • Kernel Group Holdings, Inc. • Blank checks
This Second Amendment to Business Combination Agreement, dated as of January 16, 2024 (this “Amendment”) further amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Delaware corporation (“Kernel”), AIRO Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Kernel (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“Kernel Merger Sub”), AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“AIRO Merger Sub”), VKSS Capital, LLC, a Delaware limited liability company (the “ParentCo Representative”) and also in the capacity as Kernel’s Sponsor (“Sponsor”), Dr. Chirinjeev Kathuria, in the capacity as the representative for the company stockholders (the “Seller Representative”), and AIRO Group Holdings, Inc., a Delaware corporation (“AIRO Group Holdings” or the “Company”). ParentCo, Kernel, Kernel Merger Sub, AIRO M
PURCHASE AGREEMENTPurchase Agreement • January 3rd, 2023 • Kernel Group Holdings, Inc. • Blank checks • New York
This PURCHASE AGREEMENT (this "Agreement") is made and entered into effectively as of December 28, 2022 (the “Effective Date”), by and among VKSS Capital, LLC., a Delaware limited liability company (the “Acquirer”), Kernel Group Holdings Inc., a Cayman Island exempted company (“SPAC”), and Kernel Capital Holdings, LLC (“Sponsor”) (each a "Party" and, collectively, the "Parties").
FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT June 24, 2024Business Combination Agreement • June 25th, 2024 • Kernel Group Holdings, Inc. • Blank checks
This Fourth Amendment to Business Combination Agreement, dated as of June 24, 2024 (this “Amendment”) further amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”), AIRO Group, Inc., a Delaware corporation (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“Kernel Merger Sub”), AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“AIRO Merger Sub”), VKSS Capital, LLC, a Delaware limited liability company (the “ParentCo Representative”) and also in the capacity as Kernel’s Sponsor (“Sponsor”), Dr. Chirinjeev Kathuria, in the capacity as the representative for the company stockholders (the “Seller Representative”), and AIRO Group Holdings, Inc., a Delaware corporation (“AIRO Group Holdings” or the “Company”). ParentCo, Kernel, Kernel Merger Sub, AIRO Merger Sub, ParentCo Representati
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 6th, 2024 • Kernel Group Holdings, Inc. • Blank checks
This Amendment No. 3 (this “Amendment”), dated as of February 1, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Kernel Group Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
PURCHASE AGREEMENTPurchase Agreement • February 28th, 2023 • Kernel Group Holdings, Inc. • Blank checks • New York
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of December 28, 2022 (the “Effective Date”), by and among VKSS Capital, LLC., a Delaware limited liability company (the “Acquirer”), Kernel Group Holdings Inc., a Cayman Island exempted company (“SPAC”), and Kernel Capital Holdings, LLC (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT August 29, 2023Business Combination Agreement • August 30th, 2023 • Kernel Group Holdings, Inc. • Blank checks
This First Amendment to Business Combination Agreement, dated as of August 29, 2023 (this “Amendment”) amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Cayman Island exempted company (“Kernel”), AIRO Group, Inc. (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“Kernel Merger Sub”), AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“AIRO Merger Sub”), VKSS Capital, LLC, a Delaware limited liability company (the “ParentCo Representative”) and also in the capacity as Kernel’s Sponsor (“Sponsor”), Dr. Chirinjeev Kathuria, in the capacity as the representative for the company stockholders (the “Seller Representative”), and AIRO Group Holdings, Inc., a Delaware corporation (“AIRO Group Holdings” or the “Company”). ParentCo, Kernel, Kernel Merger Sub, AIRO Merger Sub, ParentCo Representative, the Seller Representative an
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • November 28th, 2023 • Kernel Group Holdings, Inc. • Blank checks • New York
This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of November 27, 2023 (the “Effective Date”), is entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”), AIRO Group Holdings, Inc., a Delaware corporation (the “Target”), and Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MCP, MSOF, and MSTO collectively as “Seller”).
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT February 5, 2024Business Combination Agreement • February 6th, 2024 • Kernel Group Holdings, Inc. • Blank checks
This Third Amendment to Business Combination Agreement, dated as of February 5, 2024 (this “Amendment”) further amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”), AIRO Group, Inc., a Delaware corporation (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“Kernel Merger Sub”), AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“AIRO Merger Sub”), VKSS Capital, LLC, a Delaware limited liability company (the “ParentCo Representative”) and also in the capacity as Kernel’s Sponsor (“Sponsor”), Dr. Chirinjeev Kathuria, in the capacity as the representative for the company stockholders (the “Seller Representative”), and AIRO Group Holdings, Inc., a Delaware corporation (“AIRO Group Holdings” or the “Company”). ParentCo, Kernel, Kernel Merger Sub, AIRO Merger Sub, ParentCo Representa
