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.
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.
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, 2023Agreement and Plan of Merger and Reorganization • 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.
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.
