REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [______], 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”).
10,000,000 Units CHAVANT CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 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 ____ is acting as qualified independent underwriter (the “QIU”), as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants 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”).
WARRANT AGREEMENTWarrant Agreement • July 9th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_____], 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity 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”).
Chavant Capital Acquisition Corp.Chavant Capital Acquisition Corp. • July 9th, 2021 • 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”).
Roth Capital Partners, LLC Craig-Hallum Capital Group LLCChavant Capital Acquisition Corp. • July 9th, 2021 • 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-____) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Chavant Capital Acquisition Corp.Letter Agreement • July 9th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and three-quarters of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described
