INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 25, 2021, by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 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 February 25, 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 AgreementKensington Capital Acquisition Corp. II • March 2nd, 2021 • 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.”
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 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 February 25, 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 • March 2nd, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 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 NY 11590 Re:Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 2nd, 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
WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 2nd, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 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”).
KENSINGTON CAPITAL ACQUISITION CORP. II 1400 Old Country Road, Suite 301 Westbury, New York 11590 February 25, 2021Kensington Capital Acquisition Corp. II • March 2nd, 2021 • Blank checks • New York
This letter agreement by and between Kensington Capital Acquisition Corp. II (the “Company”) and DEHC LLC (the “Provider”), dated as of the date of this letter agreement, 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 the pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”):
