FORM OF INDEMNITY AGREEMENTIndemnification Agreement • July 9th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2021, by and between CHAVANT CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2021, is made and entered into by and among Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Chavant Capital Partners LLC, a Delaware limited liability company (the “Sponsor”), Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, the representatives of the underwriters of the Company’s initial public offering (each a “Representative” and together, the “Representatives”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2024 • Mobix Labs, Inc • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 22, 2024, by and between Mobix Labs, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Mobix Labs, Inc.Security Agreement • July 24th, 2024 • Mobix Labs, Inc • Semiconductors & related devices
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobix Labs, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 19, 2021 by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
8,000,000 Units CHAVANT CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Roth Capital Partners, LLC and Craig-Hallum Capital Group, LLC (the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), and for which EarlyBirdCapital, Inc. is acting as qualified independent underwriter (the “QIU”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 2024 • Mobix Labs, Inc • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2024, between Mobix Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Chavant Capital Partners LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT CHAVANT CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 19, 2021, is by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SERIES B COMMON STOCK PURCHASE WARRANT Mobix Labs, Inc.Securities Agreement • July 24th, 2024 • Mobix Labs, Inc • Semiconductors & related devices
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the twelve (12) month anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobix Labs, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Chavant Capital Acquisition Corp.Securities Subscription Agreement • July 9th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Chavant Capital Partners LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 ordinary shares (the “Shares”) of the Company, $0.0001 par value per share (“Ordinary Shares”), up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Ordinary Share and three-fourths of one warrant to purchase one Ordinary Share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_________], 2021 by and between Chavant Capital 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 AGREEMENTWarrant Purchase Agreement • July 9th, 2021 • Chavant Capital 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 Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [Representative Designee] (the “Purchaser”).
COMMON STOCK PURCHASE AGREEMENT Dated as of March 18, 2024 by and between MOBIX LABS, INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • March 19th, 2024 • Mobix Labs, Inc • Semiconductors & related devices • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of March 18, 2024 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Mobix Labs, Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 26th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices
In connection with the proposed business combination (the “Transaction”) between Chavant Capital Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (together with any successor thereto, including after the Domestication (as defined below), the “Company”), and Mobix Labs, Inc., a Delaware corporation (“Mobix”), Chavant Capital Partners LLC, the undersigned subscriber (the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell and issue to the Subscriber, that number of shares of Class A common stock of the Company (after giving effect to the Domestication), par value $0.00001 per share (referred to herein as the “Common Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the Subscriber being referred to herein as the “Purchase Price”), on the terms and subject to the co
Roth Capital Partners, LLC Craig-Hallum Capital Group LLC 888 San Clemente Drive 222 South Ninth Street, Suite 350 Newport Beach, CA 92660 Minneapolis, MN 55402Advisory Agreement • March 31st, 2023 • Chavant Capital Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Chavant Capital Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (each an “Advisor” and collectively the “Advisors”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-257459) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
This Indemnification and Advancement Agreement (as amended or amended and restated, this “Agreement”) is made as of December 21, 2023 (the “Effective Date”) by and between Mobix Labs, Inc. (the “Company”), and [ ● ], [ ● ] of the Company (“Indemnitee”).
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • January 23rd, 2024 • Mobix Labs, Inc • Semiconductors & related devices • Delaware
The Warrant is issued concurrently with the Written Consent (as defined below), and certifies that, for value received, Michael Long, and its permitted assignees (the “Holder”), is entitled to purchase 100,000 shares (as may be adjusted pursuant to Section 4 hereof, the “Shares”) of common stock, $0.00001 par value per share (the “Stock”), of MOBIX LABS, INC., a Delaware company, (the “Company”), at an exercise price of $0.01 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant shall be effective upon (i) execution and delivery of the funds set forth the Subscription Agreement (“PIPE Subscription Agreement) concurrently entered into by and between Holder, the Company, and Chavant Capital Acquisition Corp. (“Chavant”), and (ii) the closing of the Business Combination Agr
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2024 • Mobix Labs, Inc • Semiconductors & related devices
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • April 10th, 2023 • Chavant Capital Acquisition Corp. • Blank checks • California
THIS BOARD OF DIRECTORS AGREEMENT (the “Agreement”) is made effective as of March 12, 2021 (the “Effective Date”), by and between MOBIX LABS, INC., a Delaware corporation (the “Company”), and WILLIAM CARPOU (the “Director”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 23rd, 2024 • Mobix Labs, Inc • Semiconductors & related devices
In connection with the proposed business combination (the “Transaction”) between Chavant Capital Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (together with any successor thereto, including after the Domestication (as defined below), the “Company”), and Mobix Labs, Inc., a Delaware corporation (“Mobix”), Michael Long, the undersigned subscriber (the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell and issue to the Subscriber, that number of shares of Class A common stock of the Company (after giving effect to the Domestication), par value $0.00001 per share (referred to herein as the “Common Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the Subscriber being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contain
LOCK-UP AGREEMENT July 22, 2024Lock-Up Agreement • July 24th, 2024 • Mobix Labs, Inc • Semiconductors & related devices
Re: Securities Purchase Agreement, dated as of July 22, 2024 (the “Purchase Agreement”), between Mobix Labs Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
UNSECURED CONVERTIBLE NOTE DUE JULY 31, 2024Convertible Security Agreement • January 12th, 2023 • Chavant Capital Acquisition Corp. • Blank checks • New York
THIS UNSECURED CONVERTIBLE NOTE is a duly authorized and validly issued promissory note of Chavant Capital Acquisition Corp., a Cayman Islands company (“Chavant” or the “Company”), having its principal place of business at 445 Park Avenue, New York, NY 10022, United States, designated as its Convertible Note due July 31, 2024 (this “Note”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT TERM SHEETExecutive Employment Term Sheet • November 3rd, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices
This binding amended and restated executive employment term sheet (the “Amended Employment Term Sheet”) amends and restates, in its entirety, the terms of that certain Executive Employment Term Sheet, dated November 15, 2022 (the “Existing Term Sheet”), by and between Fabrizio Battaglia (the “Executive”) and Mobix Labs, Inc., a Delaware corporation (the “Company”), which Existing Term Sheet previously amended the terms of that certain employment agreement, dated September 5, 2020 (the “Existing Employment Agreement”), by and between the Executive and the Company. To the extent of any conflict between the terms set forth in this Amended Employment Term Sheet and those set forth in the Existing Term Sheet or the Existing Employment Agreement, the terms of this Amended Employment Term Sheet shall control. As soon as practicable after the effective date hereof but prior to the “Closing Date” as defined in that certain Business Combination Agreement (the “BCA”), by and among the Company, Ch
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 3rd, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is effective as of September 5, 2020, (the “Effective Date”) is made and entered by and between Mobix Labs, Inc., a Delaware corporation (the “Company”), and Fabrizio Battaglia (the “Executive”).
Roth Capital Partners, LLC Craig-Hallum Capital Group LLCBusiness Combination Marketing Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices
Reference is made to that certain Business Combination Marketing Agreement (the “Agreement”), by and among Chavant Capital Acquisition Corp., a Cayman Islands exempted company (“Company”), Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (each, an “Advisor,” and collectively, the “Advisors”). Capitalized terms used, but not defined herein, shall have the meanings ascribed thereto in the Agreement.
FIRST AMENDMENT TO BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • April 10th, 2023 • Chavant Capital Acquisition Corp. • Blank checks
This First Amendment (the “Amendment”) is made this March 26, 2023 (the “Effective Date”), by and between MOBIX LABS, INC., a Delaware corporation (the “Company”) and JAMES PETERSON (hereinafter, the “Director”).
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of December 21, 2023, is made and entered into by and among Mobix Labs, Inc., a Delaware corporation f/k/a Chavant Capital Acquisition Corp., (the “Company”), Chavant Capital Partners LLC, a Delaware limited liability company (the “Sponsor”), the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively with the Sponsor, the “Founder Equityholders”), Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (collectively, the “Representatives”) and their designees on Schedule C hereto (collectively, the “Representatives’ Designees”), and the equityholders designated as Legacy Mobix Equityholders on Schedule B hereto (collectively, the “Legacy Mobix Equityholders” and, together with the Founder Equityholders, the Representatives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and
Chavant Capital Acquisition Corp. New York, New York 10022Administrative Services Agreement • July 28th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Chavant Capital Acquisition Corp. (the “Company”) and Chavant Capital Partners LLC (the “Sponsor”), 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 U.S. 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”):
FIRST AMENDMENT TO BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • April 10th, 2023 • Chavant Capital Acquisition Corp. • Blank checks
This First Amendment (the “Amendment”) is made this March 26, 2023 (the “Effective Date”), by and between MOBIX LABS, INC., a Delaware corporation (the “Company”) and FREDERICK GOERNER (hereinafter, the “Director”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 26th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 20, 2023, is made by and among Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mobix Labs, Inc., a Delaware corporation (“Mobix Labs”), and the Backstop Investor (as defined below).
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • New York
This AMENDMENT TO THE WARRANT AGREEMENT (this “Agreement”) is dated as of December 21, 2023, by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”), dated as of November 28, 2023, to the Agreement and Plan of Merger, dated as of September 26, 2022 (the “Original Agreement”), is by and among (i) Mobix Labs, Inc., a Delaware corporation (“Parent”); (ii) Mobix Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”); (iii) Mobix Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II”); (iv) EMI Solutions Inc., a California corporation (the “Company”); (v) Ydens Holdings, LLC (“Shareholder”); and (vi) Robert Ydens, an individual, and Julie Ydens, an individual (each an “Owner” and collectively the “Owners”). The Shareholder and the Owners are sometimes collectively referred to herein as the “Shareholder Parties” and individually as a “Shareholder Party.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Orig
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2023 • Chavant Capital Acquisition Corp. • Blank checks • California
This At-Will Employment Agreement is made effective May 18, 2022 (“Effective Date”) by and between Mobix Labs, Inc., a Delaware corporation, (“Company”), and JAMES ARALIS (referred to herein as “Employee”). For consideration received, the sufficiency of which is hereby acknowledged, the parties agree as follows:
Dear Warrant holder,Warrant Agreement • January 23rd, 2024 • Mobix Labs, Inc • Semiconductors & related devices
Reference is hereby made to that certain Warrant Agreement (the “Existing Warrant Agreement”), dated July 19, 2021, by and among Chavant Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“CST”), as modified by that certain Amendment to Warrant Agreement (“Amendment” and the Existing Warrant Agreement, as modified by the Amendment, the “Warrant Agreement”) dated as of December 21, 2023 by and among the Company and CST. Any capitalized term used but not defined herein shall have the meaning ascribed such term in the Warrant Agreement. In addition, effective as of the Domestication Effective Time, all references to the “Company” in the Existing Warrant Agreement shall instead to refer to Mobix Labs, Inc. rather than Chavant Capital Acquisition Corp.
