REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2021 • Keter1 Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Keter1 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Keter Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed 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 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
Keter1 Acquisition Corporation 25,000,000 Units Underwriting AgreementUnderwriting Agreement • March 18th, 2021 • Keter1 Acquisition Corp • Blank checks • New York
Keter1 Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units (the “Optional Units”, the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
KETER1 ACQUISITION CORPORATION 2058 Sandalwood ct. Palo Alto, CA 94303Keter1 Acquisition Corp • March 18th, 2021 • Blank checks • New York
Keter1 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Keter Holdings LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe 7,187,500 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires,
WARRANT AGREEMENT KETER1 ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • March 18th, 2021 • Keter1 Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Keter1 Acquisition Corporation, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • March 18th, 2021 • Keter1 Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 18th, 2021 • Keter1 Acquisition Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 2, 2021, among Keter1 Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 18th, 2021 • Keter1 Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Keter1 Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ 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.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 18th, 2021 • Keter1 Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Keter1 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Keter Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).
Keter1 Acquisition Corporation Claymont, DE 19703Letter Agreement • March 18th, 2021 • Keter1 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 or proposed to be entered into by and among Keter1 Acquisition Corporation., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Credit Suisse Securities (USA), as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 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 (each, an “Ordinary Share”), and one-third 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 shall be sold in
SUPPORT SERVICES AGREEMENTSupport Services Agreement • March 18th, 2021 • Keter1 Acquisition Corp • Blank checks • New York
This Support Services Agreement (this “Agreement”), dated as of [●], 2021, is made and entered into by and between Keter1 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Keter Holdings LLC, a Cayman Islands limited liability company (the “Service Provider” and, together with the Company, the “Parties” and, each individually, a “Party”).
