PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 9th, 2021 • Kadem Sustainable Impact 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 Kadem Sustainable Impact Corporation, a Delaware corporation (the “Company”), and Kadem Management, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2021 • Kadem Sustainable Impact Corp • Blank checks • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2021 • Kadem Sustainable Impact Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Kadem Sustainable Impact Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • Kadem Sustainable Impact Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Kadem Sustainable Impact Corporation, a Delaware corporation (the “Company”), Kadem Management, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, 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, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between KADEM SUSTAINABLE IMPACT CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 9th, 2021 • Kadem Sustainable Impact Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Kadem Sustainable Impact Corporation, 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”).
Kadem Sustainable Impact Corporation New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 9th, 2021 • Kadem Sustainable Impact Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kadem Sustainable Impact Corporation, a Delaware corporation (the “Company”), and BMO Capital Markets Corp. (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units which 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 “Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration stat
17,500,000 Units KADEM SUSTAINABLE IMPACT CORPORATION UNDERWRITING AGREEMENTKadem Sustainable Impact Corp • March 9th, 2021 • Blank checks • New York
Kadem Sustainable Impact Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 17,500,000 units (the “Firm Units”) of the Company to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”) for whom you (the “Representative”) are acting as representative. The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional 2,625,000 units (the “Option Units”) on the terms set forth in Section 1(b) hereof. The Firm Units and the Option Units are hereinafter collectively referred to as the “Units.”
