INDEMNITY AGREEMENTIndemnity Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Kensington Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [●], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
KENSINGTON CAPITAL ACQUISITION CORP. II 20,000,000 Units Underwriting AgreementUnderwriting Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
Kensington Capital Acquisition Corp. II, a Delaware corporation (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 representatives (collectively, the “Representatives”), 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.”
WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • 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 [●], 2021, is entered into by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Kensington Capital Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”) and Kensington Capital Sponsor II 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. II 1400 Old Country Road, Suite 301 Westbury, New York 11590Kensington Capital Acquisition Corp. II • February 18th, 2021 • Blank checks • New York
Kensington Capital Acquisition Corp. II 1400 Old Country Road Suite 301 Westbury NY 11590 Re:Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • 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 and among Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters named therein (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 the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold
