REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2020 • Kairos Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), Kairos Alpha Acquisition LLC, a Delaware limited liability company (the “Sponsor”), HS Chronos LLC (“HS Chronos”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, HS Chronos and 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”).
Kairos Acquisition Corp. 20,000,000 Units Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2020 • Kairos Acquisition Corp. • Blank checks • New York
Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) is acting as representative, 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined i
WARRANT AGREEMENTWarrant Agreement • December 21st, 2020 • Kairos Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2021, is by and between Kairos Acquisition Corp., 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”).
INDEMNITY AGREEMENTIndemnity Agreement • December 21st, 2020 • Kairos Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2020 • Kairos Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [________], 2021, by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 21st, 2020 • Kairos Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [________ __], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kairos Alpha Acquisition LLC, a Delaware limited liability company (the “Sponsor”).
Kairos Acquisition Corp. c/o Ellenoff Grossman & Schole LLP New York, NY 10105 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 21st, 2020 • Kairos Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Alpha Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “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 the Public Offering pursuant to a
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 21st, 2020 • Kairos Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [________ __], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HS Chronos LLC, a Delaware limited liability company (“HS Chronos”).
KAIROS ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLPKairos Acquisition Corp. • December 21st, 2020 • Blank checks • New York
This letter agreement by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kairos Alpha Acquisition LLC, 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”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
