INDEMNITY AGREEMENTIndemnification Agreement • January 20th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2022, is made and entered into by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and Kensington Capital Sponsor IV LLC, a Delaware limited liability company (the “Sponsor” and, 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”).
KENSINGTON CAPITAL ACQUISITION CORP. IV Westbury, NY 11590Securities Subscription Agreement • January 20th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
This letter agreement (this “Agreement”) is entered into as of March 24, 2021 between Kensington Capital Sponsor IV LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company,” “we” or “us”) and confirms the Company’s acceptance of the offer the Subscriber has made to purchase 7,475,000 shares of Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 975,000 of which are subject to surrender and cancellation 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:
INDEMNITY AGREEMENTIndemnity Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 1, 2022, by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2022, is by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
AMPRIUS TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2022 • Kensington Capital Acquisition Corp. IV • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _____________, and is between Amprius Technologies, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
AMPRIUS TECHNOLOGIES, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • October 3rd, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
ContractWarrant Agreement • June 7th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • 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 March 1, 2022, is entered into by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and Kensington Capital Sponsor IV LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between AMPRIUS TECHNOLOGIES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2022, is by and between Amprius Technologies, Inc., a Delaware corporation f/k/a Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
COMMON STOCK PURCHASE AGREEMENT Dated as of September 27, 2022 by and between AMPRIUS TECHNOLOGIES, INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • September 28th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of September 27, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Amprius Technologies, Inc., a Delaware corporation (the “Company”).
KENSINGTON CAPITAL ACQUISITION CORP. IV 20,000,000 Units Underwriting AgreementUnderwriting Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
Kensington Capital Acquisition Corp. IV Suite 301 Westbury NY 11590Underwriting Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one Class 1 Public Warrant and one Class 2 Public Warrant (each as defined in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, dated February 9, 2022 and together the “Public Warrants”). Each Public Warrant entitles the hol
KENSINGTON CAPITAL ACQUISITION CORP. IVServices Agreement • March 4th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • New York
This letter agreement by and between Kensington Capital Acquisition Corp. IV (the “Company”) and DEHC LLC (the “Provider”), dated as of the date set forth above, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), and continuing until the earliest of (a) the consummation by the Company of an initial business combination (the “Business Combination”), (b) the Company’s liquidation and (c) the 18-month anniversary of the Listing Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in and pursuant to registration statements on Form S-1 and a prospectus filed with the U.S. Securities and Exchange Commission (together, the “Registration Statement”):
SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2022 • Kensington Capital Acquisition Corp. IV • Miscellaneous electrical machinery, equipment & supplies • New York
This Subscription Agreement (this “Subscription Agreement”) is entered into this [•] day of [•], 2022, by and between Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company, which pursuant to and upon closing of the Transaction Agreement (as defined below), will be domesticated from the Cayman Islands to Delaware and be renamed “Amprius Technologies, Inc.” (such entity, the “Company”), and the undersigned (the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Registration Rights Agreement (this “Agreement”) dated as of September 14, 2022 is among Amprius Technologies, Inc. (the “Company”), a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Business Combination (as defined herein), and the parties listed on Schedule A (each, a “Holder” and, collectively together with their Permitted Transferees, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of May 11, 2022 (the “Business Combination Agreement”), among the Company, Kensington Capital Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Amprius Technologies, Inc., a Delaware corporation (“Artemis”).
September 8, 2022 Sandra Wallach c/o Amprius Technologies, Inc. Fremont, California 94538 Re: Confirmatory Employment Letter Dear Sandra:Confirmatory Employment Letter • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This letter agreement (the “Agreement”) is entered into between Sandra Wallach (“you”) and Amprius Technologies, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Amprius Technologies, Inc.Employment Agreement • September 30th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This amended and restated letter agreement (the “Agreement”) is entered into between Jonathan Bornstein (“you”) and Amprius Technologies, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment and shall supersede any and all previous employment agreements signed by you.
September 8, 2022 Constantin Ionel Stefan c/o Amprius Technologies, Inc. Fremont, California 94538 Re: Confirmatory Employment Letter Dear Ionel:Confirmatory Employment Letter • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This letter agreement (the “Agreement”) is entered into between Constantin Ionel Stefan (“you”) and Amprius Technologies, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 10th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Stockholder Support Agreement dated as of May 9, 2023 (as it may be amended from time to time, this “Agreement”) is among Amprius, Inc., a Delaware corporation (“Holdco”), Amprius Technologies, Inc., a Delaware corporation (“Pubco”) and certain of the stockholders of Holdco whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Agreement and Plan of Merger and Reorganization, which the parties thereto expect to execute as soon as practicable following the date of this Agreement (the “Merger Agreement”), among Pubco, Holdco and the other parties thereto.
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 14th, 2024 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This First Amendment to Warrant Agreement (this “Amendment”) is made as of May 13, 2024 between Amprius Technologies, Inc., a Delaware corporation (f/k/a Kensington Capital Acquisition Corp. IV, the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”) and amends that certain Warrant Agreement, dated as of March 1, 2022, by and between the Company and the Warrant Agent (the “Agreement”). All capitalized terms used but not defined in this Amendment shall have the meanings provided in the Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • October 23rd, 2024 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Lock-Up Agreement (this “Agreement”) is dated as of October 23, 2024 and is between Amprius Technologies, Inc., a Delaware corporation (the “Company”), and each of the securityholders identified on Exhibit A hereto and the other persons or entities who may, from time to time, enter into a reasonably agreeable form of joinder to this Agreement (each, a “Securityholder” and collectively, the “Securityholders”).
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 13th, 2024 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This First Amendment to Warrant Agreement (this “Amendment”) is made as of May 13, 2024 between Amprius Technologies, Inc., a Delaware corporation (f/k/a Kensington Capital Acquisition Corp. IV, the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”) and amends that certain Warrant Agreement, dated as of March 1, 2022, by and between the Company and the Warrant Agent (the “Agreement”). All capitalized terms used but not defined in this Amendment shall have the meanings provided in the Agreement.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 12th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks
This Stockholder Support Agreement dated as of May 11, 2022 (this “Agreement”) is among Kensington Capital Acquisition Corp. IV (“Kcompany”), a Cayman Islands exempted company incorporated with limited liability (which shall transfer by way of continuation to and domesticate as a Delaware corporation in accordance with the BCA (as defined herein), and certain of the stockholders of Amprius Technologies, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Business Combination Agreement, dated as of the date of this Agreement (the “BCA”), among Kcompany, Kensington Capital Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Kcompany (“Merger Sub”), and the Company.
Amprius Technologies, Inc.Waiver Agreement • May 13th, 2024 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Waiver Agreement (this “Agreement”) confirms the agreement between you and Amprius Technologies, Inc., a Delaware corporation (the “Company”), with respect to and in connection with the Company’s offer to holders of its outstanding (i) public warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and (ii) private warrants (the “Private Warrants” and together with the Public Warrants, the “Offering Warrants”) to purchase shares of Common Stock, each exercisable for one (1) share of Common Stock at an exercise price of $11.50 per Offering Warrant, the opportunity to exercise their Offering Warrants at a temporarily reduced cash exercise price of $1.10 per Offering Warrant, upon the terms set forth in the Offer to Exercise Warrants to Purchase Common Stock of Amprius Technologies, Inc., to be filed with the Securities and Exchange Commission on May 13, 2024 (the “Offer to Exercise”). All capitalized terms no
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • September 16th, 2022 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) shall be effective as of May 1, 2022 (the “Effective Date”) and is made by and between Amprius, Inc., a Delaware corporation (“Assignor”) and Amprius Technologies, Inc., a Delaware corporation (“Assignee”).
AMPRIUS TECHNOLOGIES, INC. EXCLUSIVE SUPPLY AGREEMENTExclusive Supply Agreement • January 16th, 2024 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Exclusive Supply Agreement (this “Agreement”) is entered into as of November 28, 2023 (the “Effective Date”) by and between Amprius Technologies, Inc., a Delaware corporation, with its office at 1180 Page Ave., Fremont, CA 94538 (“Amprius”) and Berzelius (Nanjing) Co. Ltd., a Chinese corporation having offices at Feng Zhan Road 30, Building 3, 1st Floor, Suites 101-104, Nanjing City, China 210000 (“Berzelius”). Amprius and Berzelius may be referred to individually as a “Party,” and collectively as the “Parties.”
PUBCO SUPPORT AGREEMENTPubco Support Agreement • May 10th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Pubco Support Agreement dated as of May 9, 2023 (as it may be amended from time to time, this “Agreement”) is among Amprius Technologies, Inc., a Delaware corporation (“Pubco”), and certain of the stockholders of Pubco whose names appear on the signature pages of this Agreement, including Amprius, Inc., a Delaware corporation (“Holdco”) (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Agreement and Plan of Merger and Reorganization, dated as of the date of this Agreement (the “Merger Agreement”), among Pubco, Combine Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of Pubco (“Merger Sub I”) and Combine Merger Sub, LLC, a Delaware limited liability company and a wholly-owned direct subsidiary of Pubco (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Holdco.
LEASELease Agreement • April 19th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • Kansas
THIS LEASE AGREEMENT is made and entered into as of the date set forth in Section 1 “Definitions” (this lease agreement, together with all amendments and supplements hereto, this "Lease"), by and between STARBOARD PLATFORM BRIGHTON JV LLC, a Delaware limited liability company (together with any successor or assigns, hereinafter called the "Landlord"), and AMPRIUS TECHNOLOGIES, INC., a Delaware corporation (together with any successor or assign permitted by this Lease, hereinafter collectively called the "Tenant").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among Amprius Technologies, Inc., COMBINE MERGER SUB, INC., COMBINE MERGER SUB, LLC and Amprius, Inc. Dated as of May 9, 2023Merger Agreement • May 10th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Agreement and Plan of Merger and Reorganization dated as of May 9, 2023 (this “Agreement”) is among Amprius Technologies, Inc., a Delaware corporation (“Pubco”), Combine Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), Combine Merger Sub, LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) and Amprius, Inc., a Delaware corporation (“Holdco”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.01.
Amprius Technologies, Inc.Tender and Support Agreement • June 24th, 2024 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Tender and Support Agreement (this “Agreement”) confirms the agreement between Amprius Technologies, Inc., a Delaware corporation (the “Company”), and each of Justin Mirro and Kensington Capital Partners, LLC (“Kensington”) with respect to and in connection with an exchange offer (the “Offer”) pursuant to a registration statement on Form S-4 to be filed by the Company with the Securities and Exchange Commission, as may be amended and supplemented (the “Registration Statement”). Under the Offer, each holder of the Company’s outstanding private placement warrants (the “Private Warrants”), each of which is exercisable to purchase a share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at an exercise price of $11.50 per share, may exchange its Private Warrants at a ratio of 0.197 shares of Common Stock for every outstanding Private Warrant that is tendered and exchanged.
TAX SHARING AGREEMENTTax Sharing Agreement • May 12th, 2022 • Kensington Capital Acquisition Corp. IV • Blank checks • Delaware
This Tax Sharing Agreement, dated as of May 11, 2022 (this “Agreement”), is between Amprius Technologies, Inc., a Delaware corporation (the “Company”), and Amprius, Inc., a Delaware corporation (“Parent”, together with the Company, the “Members”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in the Business Combination Agreement, dated as of the date of this Agreement (the “BCA”), among Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company incorporated with limited liability (which shall transfer by way of continuation to and domesticate as a Delaware corporation, “Kcompany”), Kensington Capital Merger Sub Corp., a Delaware corporation (“Merger Sub”), and the Company.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2023 • Amprius Technologies, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement, dated September 14, 2022 (the “Registration Rights Agreement”), is made and entered into as of May 9, 2023, by and among Amprius Technologies, Inc., a Delaware corporation (the “Company”), Kensington Capital Sponsor IV LLC, a Delaware limited liability company (the “Original Holder”), and Amprius, Inc., a Delaware corporation (the “New Holder”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Registration Rights Agreement.
